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22-1538ORDINANCE NO. 22-1538 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION. AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH BURNS & MCDONNELL ENGiNEERrNG COMPANY, INC.,TO MANAGE AND CONTROL THE GEOMETRIC NETWORK TO A UTILITY NETWORK IN THE CAPACITY OF OWNER'S ENGINEER TO DME’S SYSTEMS OPERATIONDEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ 7804-o04 – PROFESSIONAL SERVICESAGREEMENT FOR PROFESSIONAL SERVICES AWARDED TO BURNS & MCDONNELL ENGINEERING COMPANY, INC., IN THE NOT-TO-EXCEED AMOUNT OF $387,500.00). WHEREAS, on December 14, 2021, the City Council approved a pre-qualified professional services list of professional engineering services for Denton Municipal Electric (Ordinance 21- 2687), and the professional services provider (the “Provider”) mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, this procurement was undertaken as part of the City’s governmental function; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with, and not higher than, the recommended practices and fees published by the professional associations applicable to the Provider’s profession, and such fees do not exceed the maximumprovided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or their designee, is hereby authorized to enter into an agreement with Burns & McDonnell Engineering Company, Inc., to provide professional engineering services for the City of Denton, a copy of which is attached hereto and incorporated byreference herein. SECTION 2. The City Manager, or their designee, is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein byreference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by Jesse QH\s and seconded by Br ia.n BecJ< . This ordinance was passed and approved bythe following vote U - A : Aye Nay Abstain Absent Mayor Gerard Hudspeth:Vicki Byrd, District 1 : Brian Beck, District 2: Jesse Davis, District 3 : Alison Maguire, District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: ,/W 1/’ L/ P/ Fr PASSED AND APPROVED this the lb+ day of \,>sF , 2022. Th ATTEST: ROSA RIOS, CITY SECRETARY 1\\1111111f BY: an APPROVED AS TO LEGAL FORM: MACK REnqWAND, CITY ATTORNEY Digitally signed by MarcellaLunn DN: cn=Marcella Lunn. o. X -mn.com.BDate: 2022.07.20 17:28:05 -05'OO' JU\Vb :r=:Tr:r?;raTunxn@d®He,„ \Nwath,\ DocuSign Envelope ID: 72D6E184-A3C0460C-A76E.A67BIB94E6FB DENTON Docusign City Council Transmittal Coversheet 7804-004PSA File Name Purchasing Conta ct AUGUST 16 2022City Council Target Date PiggyBackOption N ot App1 Icable Contract Expiration Chr1 sta ChrIstian ArcGIS uti1 ity Network Project N/A Ordinance 22-1538 DocuSign Envelope ID: 72D6E1&+-A3C0'i60C-A76E-A67BIB94E6FB CITY OF DENTON, TEXAS7804-004 ARCGIS UTILITY NETWORK PROJECT STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONALSERVICES This AGREEMENT is between the City of Denton, a Texas home-rule municipality("CITY"), and Burns & McDonnell, Engineering Company Inc.„ with its corporate office at 100 Energy Way, Suite 1700, Fort Worth TX 76102 and authorized to do business inTexas, (’'ENGINEER"), for a PROJECT generally described as: 7804-004 ArcGIS UtilityNetwork Project (the "PROJECT"). SECTION 1 Scope of Services A. The CITY hereby agrees to retain the ENGINEER, and the ENGINEER hereby agreesto perform, professional engineering services set forth in the Scope of Services attached hereto as Attachment A. These services shall be performed in connectionwith the PROJECT. B. Additional services, if any, will be requested in writing by the CITY. CITY shall notpay for any work performed by ENGINEER or its consultants, subcontractors and/or suppliers that has not been ordered in advance and in writing. It is specifically agreed that ENGINEER shall not be compensated for any additional work resultingfrom oral orders of any person. SECTION 2 Compensation and Term of Agreement A. The ENGINEER shall be compensated for all services provided pursuant to thisAGREEMENT in an amount not to exceed $387,500.00 in the manner and inaccordance with the fee schedule as set forth in Attachment B. Payment shall beconsidered full compensation for all labor, materials, supplies, and equipmentnecessary to complete the services described in Attachment A. B. Unless otherwise terminated pursuant to Section 6. D. herein, this AGREEMENT shall be for a term beginning upon the effective date, as described below, and shall continuefor a period which may reasonably be required for the completion of the PROJECT, until the expiration of the funds, or completion of the PROJECT and acceptance by the CITY, whichever occurs first. ENGINEER shall proceed diligently with the PROJECT tocompletion as described in the PROJECT schedule as set forth in Attachment A. SECTION 3 Terms of Payment City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 1 of 19 DocuSign Envelope ID: 72D6E184-A3C0460C-A76E-A67BIB94E6FB Payments to the ENGINEER will be made as follows: A. Invoice and Payment (1) The Engineer shall provide the City sufficient documentation, including but notlimited to meeting the requirements set forth in the PROJECT schedule as setforth in Attachment C to reasonably substantiate the invoices. (2) The ENGINEER will issue monthly invoices for all work performed under this AGREEMENT. Invoices for the uncontested performance of the particular services are due and payable within 30 days of receipt by City. (3) Upon completion of services enumerated in Section 1, the final payment of anybalance for the uncontested performance of the services will be due within 30 days of receipt of the final invoice. (4) in the event of a disputed or contested billing, only that portion so contested willbe withheld from payment, and the undisputed portion will be paid. The CITYwill exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until mutually resolved. (5) if the CITY fails to make payment in full to ENGINEER for billings contested ingood faith within 60 days of the amount due, the ENGINEER may, after giving 7 days' written notice to CITY, suspend services under this AGREEMENT untilpaid in full. In the event of suspension of services, the ENGINEER shall haveno liability to CITY for delays or damages caused the CITY because of suchsuspension of services. SECTION 4 Obligations of the Engineer A. General The ENGINEER will serve as the CITY's professional engineering representative underthis AGREEMENT, providing professional engineering consultation and advice and furnishing customary services incidental thereto. B. Standard of Care The ENGINEER shall perform its services: (1) with the professional skill and care ordinarily provided by competent engineerspracticing in the same or similar locality and under the same or similar circumstances and professional license; and City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 2 of 19 DocuSign Envelope ID: 72D6E184-A3C0460C-A76E-A67BIB94E6FB (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer. C. Subsurface Investigations (1) The ENGINEER shall advise the CITY with regard to the necessity forsubcontract work such as special surveys, tests, test borings, or other subsurface investigations in connection with design and engineering work to beperformed hereunder. The ENGINEER shall also advise the CITY concerningthe results of same. Such surveys, tests, and investigations shall be furnishedby the CITY, unless otherwise specified in Attachment A. (2) in soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points andsample intervals and at locations other than where observations, exploration,and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions mayoccur that could affect the total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of theENGINEER. D. Preparation of Engineering Drawings The ENGINEER will provide to the CITY the original drawings of all plans in ink onreproducible mylar sheets and electronic files in .pdf format, or as otherwise approved byCITY, which shall become the property of the CITY. CITY may use such drawings in anymanner it desires; provided, however, that the ENGINEER shall not be liable for the use ofsuch drawings for any project other than the PROJECT described herein. E. Engineer's Personnel at Construction Site (1) The presence or duties of the ENGINEER's personnel at a construction site,whether as on-site representatives or otherwise, do not make the ENGINEER or its personnel in any way responsible for those duties that belong to the CITYand/or the CITY's construction contractors or other entities. and do not relieve the construction contractors or any other entity of their obligations, duties, andresponsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating andcompleting all portions of the construction work in accordance with theAGREEMENT Documents and any health or safety precautions required bysuch construction work. The ENGINEER and its personnel have no authority to exercise any control over any construction contractor or other entity or theiremployees in connection with their work or any health or safety precautions. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 3 of 19 DocuSign Envelope ID: 72D6E1&+-A3C0-+60C-A76E-A67BIB94E6FB (2) Except to the extent of specific site visits expressly detailed and set forth inAttachment A, the ENGINEER or its personnel shall have no obligation or responsibility to visit the construction site to become familiar with the progressor quality of the completed work on the PROJECT or to determine, in general, if the work on the PROJECT is being performed in a manner indicating that thePROJECT, when completed, will be in accordance with the AGREEMENTDocuments, nor shall anything in the AGREEMENT Documents or thisAGREEMENT between CITY and ENGINEER be construed as requiringENGINEER to make exhaustive or continuous on-site inspections to discover latent defects in the work or otherwise check the quality or quantity of the workon the PROJECT. If the ENGINEER makes on-site observation(s) of a deviation from the AGREEMENT Documents, the ENGINEER shall inform theCITY (3) When professional certification of performance or characteristics of materials,systems or equipment is reasonably required to perform the services set forth inthe Scope of Services, the ENGINEER shall be entitled to rely upon suchcertification to establish materials, systems or equipment and performancecriteria to be required in the AGREEMENT Documents. F. Opinions of Probable Cost, Financial Considerations, and Schedules (1 ) The ENGINEER shall provide opinions of probable costs based on the currentavailable information at the time of preparation, in accordance withAttachment A. (2) in providing opinions of cost, financial analyses, economic feasibility projections,and schedules for the PROJECT, the ENGINEER has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance bythird parties; quality, type, management, or direction of operating personnel; andother economic and operational factors that may materially affect the ultimatePROJECT cost or schedule. Therefore, the ENGINEER makes no warrantythat the CITY's actual PROJECT costs, financial aspects, economic feasibility, or schedules will not vary from the ENGINEER's opinions, analyses, projections,or estimates. G. Construction Progress Payments Recommendations by the ENGINEER to the CITY for periodic construction progress payments to the construction contractor will be based on the ENGINEER's knowledge,information, and belief from selective sampling and observation that the work hasprogressed to the point indicated. Such recommendations do not represent thatcontinuous or detailed examinations have been made by the ENGINEER to ascertain that City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 4 of 19 DocuSign Envelope ID: 72D6E184-A3C02t60C-A76E-A67BIB94E6FB the construction contractor has completed the work in exact accordance with theAGREEMENT Documents; that the final work will be acceptable in all respects; that theENGINEER has made an examination to ascertain how or for what purpose the construction contractor has used the moneys paid; that title to any of the work, materials,or equipment has passed to the CITY free and clear of liens, claims, security interests, orencumbrances; or that there are not other matters at issue between the CITY and the construction contractor that affect the amount that should be paid . H. Record Drawings Record drawings, if required, will be prepared, in part, on the basis of information compiledand furnished by others, and may not always represent the exact location, type of variouscomponents, or exact manner in which the PROJECT was finally constructed. TheENGINEER is not responsible for any errors or omissions in the information from othersthat is incorporated into the record drawings. I. Right to Audit (1) ENGINEER agrees that the CITY shall, until the expiration of five (5) years afterfinal payment under this AGREEMENT, have access to and the right toexamine and photocopy any directly pertinent books, documents, papers and records of the ENGINEER involving transactions relating to this AGREEMENT.ENGINEER agrees that the CITY shall have access during normal working hours to all necessary ENGINEER facilities and shall be provided adequate andappropriate work space in order to conduct audits in compliance with the provisions of this section. The CITY shall give ENGINEER reasonable advancenotice of intended audits. (2) ENGINEER further agrees to include in all its subconsultant agreementshereunder a provision to the effect that the subconsultant agrees that the CITYshall, until the expiration of five (5) years after final payment under thesubcontract, have access to and the right to examine and photocopy anydirectly pertinent books, documents, papers and records of such suk)consultant,involving transactions to the subcontract, and further, that the CITY shall have access during normal working hours to all subconsultant facilities, and shall beprovided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this section together with subsection (3)hereof. CITY shall give subconsultant reasonable advance notice of intendedaudits (3) ENGINEER and subconsultant agree to photocopy such documents as may berequested by the CITY. The CITY agrees to reimburse ENGINEER for the costof copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 5 of 19 DocuSign Envelope ID: 72D6E1&l-A3C0'+60C-A76E-A67BIB94E6FB J. INSURANCE (1) ENGINEER’S INSURANCE a.Commercial General Liability – the ENGINEER shall maintaincommercial general liability (CGL) and, if necessary, commercialumbrella insurance with a limit of not less than $1,000,000.00 per each occurrence with a $2,000,000.00 aggregate. If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this PROJECT or location. i.The CITY shall be included as an additional insured with all rightsof defense under the CGL, using ISO additional insuredendorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to the CITY. The Commercial General Liability insurance policy shall have no exclusions orendorsements that would alter or nullify: premises/operations,products/completed operations, contractual, personal injury, or advertising injury, which are normally contained within the policy,unless the CITY specifically approves such exclusions in writing. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to theextent these damages are covered by the commercial generalliability or commercial umbrella liability insurance maintained inaccordance with this AGREEMENT. b.Business Auto – the ENGINEER shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a limit ofnot less than $1,000,000 each accident. Such insurance shall cover liability arising out of “any auto”, including owned, hired, and non-ownedautos. when said vehicle is used in the course of the PROJECT. If the engineer owns no vehicles, coverage for hired or non-owned isacceptable. i.ENGINEER waives all rights against the CITY and its agents,officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability orcommercial umbrella liability insurance obtained by ENGINEERpursuant to this AGREEMENT or under any applicable auto physical damage coverage. c. Workers’Compensation – ENGINEER shall maintain workers City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 6 of 19 DocuSign Envelope ID: 72D6E184-A3C0460C-A76E-A67BIB94E6FB compensation and employers liability insurance and, if necessary,commercial umbrella liability insurance with a limit of not less than $100,000.00 each accident for bodily injury by accident or $100,000.00each employee for bodily injury by disease, with $500,000.00 policy limit. i.ENGINEER waives all rights against the CITY and its agents,officers, directors and employees for recovery of damages to the extent these damages are covered by workers compensation andemployer’s liability or commercial umbrella insurance obtained byENGINEER pursuant to this AGREEMENT. d.Professional Liability – ENGINEER shall maintain professional liability, aclaims-made policy, with a minimum of $1,000,000.00 per claim andaggregate. The policy shall contain a retroactive date prior to the date of the AGREEMENT or the first date of services to be performed,whichever is earlier. Coverage shall be maintained for a period of 5 yearsfollowing the completion of the AGREEMENT. An annual certificate of insurance specifically referencing this PROJECT shall be submitted tothe CITY for each year following completion of the AGREEMENT. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that the ENGINEER has obtained all required insurance shall be attached to this AGREEMENT prior to itsexecution. b Applicable policies shall be endorsed to name the CITY an Additional Insured thereon, subject to any defense provided by the policy, as its interests may appear. The term CITY shall include its employees,officers, officials, agents, and volunteers as respects the contractedservIces c. Certificate(s) of insurance shall document that insurance coveragespecified in this AGREEMENT are provided under applicable policiesdocumented thereon. d. Any failure on part of the CITY to attach the required insurancedocumentation hereto shall not constitute a waiver of the insurance requirements. e.A minimum of thirty (30) days notice of cancellation or material change incoverage shall be provided to the CITY. A ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sentto the respective Department Director (by name), City of Denton, 901Texas Street, Denton, Texas 76209. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 7 of 19 DocuSign Envelope ID: 72D6E184-A3C0'+60C-A76E-A67BIB94E6FB f. Insurers for all policies must be authorized to do business in the State ofTexas and have a minimum rating of A:V or greater, in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strengthand solvency to the satisfaction of Risk Management. g.Any deductible or self insured retention in excess of $25,000.00 that would change or alter the requirements herein is subject to approval bythe CITY in writing, if coverage is not provided on a first-dollar basis. The CITY, at it sole discretion, may consent to alternative coveragemaintained through insurance pools or risk retention groups. Dedicatedfinancial resources or letters of credit may also be acceptable to theCITY h. Applicable policies shall each be endorsed with a waiver of subrogationin favor of the CITY as respects the PROJECT. i. The CITY shall be entitled, upon its request and without incurring expense, to review the ENGINEER's insurance policies includingendorsements thereto and, at the CITY's discretion; the ENGINEER maybe required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on aclaims-made basis, shall contain a retroactive date coincident with or prior to the date of the AGREEMENT. The certificate of insurance shallstate both the retroactive date and that the coverage is claims-made. k.Coverages, whether written on an occurrence or claims-made basis,shall be maintained without interruption nor restrictive modification or changes from date of commencement of the PROJECT until finalpayment and termination of any coverage required to be maintained after final payments. I. The CITY shall not be responsible for the direct payment of anyinsurance premiums required by this AGREEMENT. m. Sub consultants and subcontractors to/of the ENGINEER shall be required by the ENGINEER to maintain the same or reasonablyequivalent insurance coverage as required for the ENGINEER. When sub consultants/subcontractors maintain insurance coverage,ENGINEER shall provide CITY with documentation thereof on acertificate of insurance. K. Independent Consultant City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 8 of 19 DocuSign Envelope ID: 72D6E184-A3C0460C-A76E-A67BIB94E6FB The ENGINEER agrees to perform all services as an independent consultant and not as a subcontractor, agent, or employee of the CITY. The doctrine of respondeat superiorshall not apply. L. Disclosure The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financialinterest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it willmake disclosure in writing of any conf]icts of interest that develop subsequent to thesigning of this AGREEMENT and prior to final payment under the AGREEMENT. M. Asbestos or Hazardous Substances (1) if asbestos or hazardous substances in any form are encountered or suspected,the ENGINEER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) if asbestos or other hazardous substances are suspected, the CITY mayrequest the ENGINEER to assist in obtaining the services of a qualifiedsubcontractor to manage the remediation activities of the PROJECT. N. Permitting Authorities - Design Changes If permitting authorities require design changes so as to comply with published design criteria and/or current engineering practice standards which the ENGINEER should havebeen aware of at the time this AGREEMENT was executed, the ENGINEER shall revise plans and specifications, as required, at its own cost and expense. However, if design changes are required due to the changes in the permitting authorities' published designcriteria and/or practice standards criteria which are published after the date of thisAGREEMENT which the ENGINEER could not have been reasonably aware of, theENGINEER shall notify the CITY of such changes and an adjustment in compensation willbe made through an amendment to this AGREEMENT. O. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed perAttachment C to this AGREEMENT. P. Equal Opportunity (1) Equal Employment Opportunity: ENGINEER and ENGINEER’s agentsshall engage in any discriminatory employment practice. No person shall, onthe grounds of race, sex, sexual orientation, age, disability, creed, color, genetic City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 9 of 1 9 DocuSign Envelope ID: 72D6E184-A3C0-+60C-A76E-A67BIB94E6FB testing, or national origin, be refused the benefits of, or be otherwise subjectedto discrimination under any activities resulting from this AGREEMENT. (2) Americans with Disabilities Act (ADA) Compliance: ENGINEER and ENGINEER’s agents shall not engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. SECTION 5 Obligations of the City A. City-Furnished Data ENGINEER may rely upon the accuracy, timeliness, and completeness of the informationprovided by the CITY. B. Access to Facilities and Property The CITY will make its facilities accessible to the ENGINEER as required for the ENGINEER's performance of its services. The CITY will perform, at no cost to theENGINEER, such tests of equipment, machinery, pipelines, and other components of the CITY's facilities as may be required in connection with the ENGINEER's services. TheCITY will be responsible for all acts of the CITY's personnel. C. Advertisements, Permits, and Access Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities; and land, easements, rightsof-way, and access necessary for theENGINEER's services or PROJECT construction. D. Timely Review The CITY will examine the ENGINEER's studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurancecounselor, accountant, auditor, bond and financial advisors, and other consultants as the CITY deems appropriate; and render in writing decisions required by the CITY in a timelymanner in accordance with the PROJECT schedule prepared in accordance withAttachment C. E. Prompt Notice The CITY will give prompt written notice to the ENGINEER whenever CITY observes or becomes aware of any development that affects the scope or timing of the ENGINEER's City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 10 of 19 DocuSign Envelope ID: 72D6E184-A3C0460C-A76E-A67BIB94E6FB services or of any defect in the work of the ENGINEER or construction contractors. F. Asbestos or Hazardous Substances Release. (1) CITY acknowledges ENGINEER will perform part of the work at CITY'sfacilities that may contain hazardous materials, including asbestos containingmaterials, or conditions, and that ENGINEER had no prior role in the generation, treatment, storage, or disposition of such materials. Inconsideration of the associated risks that may give rise to claims by thirdparties or employees of City, City hereby releases ENGINEER from anydamage or liability related to the presence of such materials. (2) The release required above shall not apply in the event the discharge, releaseor escape of hazardous substances, contaminants, or asbestos is a result ofENGINEER’s negligence or if ENGINEER brings such hazardous substance,contaminant or asbestos onto the PROJECT. G. Contractor Indemnification and Claims The CITY agrees to include in all construction contracts the provisions of Article IV.E. regarding the ENGINEER's Personnel at Construction Site, and provisions providing for contractor indemnification of the CITY and the ENGINEER for contractor's negligence. H. Contractor Claims and Third-Party Beneficiaries (1) The CITY agrees to include the following clause in all contracts with construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materialssuppliers on the PROJECT, or their sureties, shall maintain no direct action against the ENGINEER, its officers, employees, andsubcontractors, for any claim arising out of, in connection with, orresulting from the engineering services performed. Only the CITY will be the beneficiary of any undertaking by the ENGINEER." (2) This AGREEMENT gives no rights or benefits to anyone other than the CITY and the ENGINEER and there are no third-party beneficiaries. (3) The CITY will include in each agreement it enters into with any other entity orperson regarding the PROJECT a provision that such entity or person shallhave no third-party beneficiary rights under this AGREEMENT. (4) Nothing contained in this Section H. shall be construed as a waiver of any rightthe CITY has to bring a claim against ENGINEER. I. CITYs Insurance City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 11 of 19 DocuSign Envelope ID: 72D6E184-A3C0460C-A76E-A67BIB94E6FB (1) The CITY may maintain property insurance on certain pre-existing structuresassociated with the PROJECT. (2) The CITY may secure Builders Risk/Installation insurance at the replacementcost value of the PROJECT. The CITY may provide ENGINEER a copy of the policy or documentation of such on a certificate of insurance. J. Litigation Assistance The Scope of Services does not include costs of the ENGINEER for required or requestedassistance to support, prepare, document, bring, defend, or assist in litigation undertakenor defended by the CITY. In the event CITY requests such services of the ENGINEER, this AGREEMENT shall be amended or a separate agreement will be negotiated between the parties K. Changes The CITY may make or approve changes within the general Scope of Services in thisAGREEMENT. If such changes affect the ENGINEER's cost of or time required for performance of the services, an equitable adjustment will be made through an amendmentto this AGREEMENT with appropriate CITY approval. SECTION 6 General Legal Provisions A. Authorization to Proceed ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of awritten Notice to Proceed from the CITY. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of theENGINEER, whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration bythe CITY or by others acting through or on behalf of the CITY of any such instruments ofservice without the written permission of the ENGINEER will be at the CITY's sole risk.The CITY shall own the final designs, drawings, specifications and documents. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 12 of 19 DocuSign Envelope ID: 72D6E1@l-A3COJ+60C-A76E-A67BIB94E6FB C. Force Majeure The ENGINEER is not responsible for damages or delay in performance caused by acts ofGod, strikes, lockouts, accidents, or other events beyond the control of the ENGINEERthat prevent ENGINEER’s performance of its obligations hereunder. D. Termination (1 ) This AGREEMENT may be terminated: a. by the City for its convenience upon 30 days' written notice toENGINEER. b.by either the CITY or the ENGINEER for cause if either party failssubstantially to perform through no fault of the other and thenonperforming party does not commence correction of suchnonperformance within 5 days’ written notice or thereafter fails todiligently complete the correction. (2) if this AGREEMENT is terminated for the convenience of the City, theENGINEER will be paid for termination expenses as follows: a. Cost of reproduction of partial or complete studies, plans, specificationsor other forms of ENGINEER'S work product; b. Out-of-pocket expenses for purchasing electronic data files and other data storage supplies or services; c. The time requirements for the ENGINEER'S personnel to document the work underway at the time of the CITY'S termination for convenience so that the work effort is suitable for long time storage. (3) Prior to proceeding with termination services, the ENGINEER will submit to the CITY an itemized statement of all termination expenses. The CITY'S approvalwill be obtained in writing prior to proceeding with termination services. E. Suspension, Delay, or Interruption to Work The CITY may suspend, delay, or interrupt the services of the ENGINEER for theconvenience of the CITY. In the event of such suspension, delay, or interruption, an equitable adjustment in the PROJECT's schedule, commitment and cost of theENGINEER's personnel and subcontractors, and ENGINEER's compensation will bemade F. Indemnification City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 13 of 19 DocuSign Envelope ID: 72D6E184-A3C0-460C-A76E-A67BIB94E6FB IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904,THE ENGINEER SHALL INDEMNIFY OR HOLD HARMLESS THE CITY AGAINSTLIABILITY FOR ANY DAMAGE COMMITrED BY THE ENGINEER OR ENGINEER’SAGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICHTHE ENGINEER EXERCISES CONTROL TO THE EXrENT THAT THE DAMAGE ISCAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONALTORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY ASUBCONTRACTOR OR SUPPLIER. CITY IS ENTITLED TO RECOVER ITSREASONABLE ATrORNEY’S FEES IN PROPORTION TO THE ENGINEER’SLIABILITY G. Assignment Neither party shall assign all or any part of this AGREEMENT without the prior written consent of the other party. H. Jurisdiction The law of the State of Texas shall govern the validity of this AGREEMENT, its interpretation and performance, and any other claims related to it. The venue for anylitigation related to this AGREEMENT shall be Denton County, Texas. I. Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceabilitywill not affect any other provision, and this AGREEMENT shall be construed as if suchinvalid, illegal, or unenforceable provision had never been contained herein. Sections 5.F., 6.B., 6.D., 6.F., 6.H., and 6.1. shall survive termination of this AGREEMENT for any cause. J. Observe and Comply ENGINEER shall at all times observe and comply with all federal and State laws and regulations and with all City ordinances and regulations which in any way affect this AGREEMENT and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodieshaving jurisdiction or authority for such enactment. No plea of misunderstanding orignorance thereof shall be considered. ENGINEER AGREES TO DEFEND, INDEMNIFYAND HOLD HARMLESS CITY AND ALL OF ITS OFFICERS. AGENTS ANDEMPLOYEES FROM AND AGAINST ALL CLAIMS OR LIABILITY ARISING OUT OFTHE VIOLATION OF ANY SUCH ORDER, LAW, ORDINANCE, OR REGULATION,WHETHER IT BE BY ITSELF OR ITS EMPLOYEES. K. Immigration Nationality Act City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 14 of 19 DocuSign Envelope ID: 72D6E184-A3C0460C-A76E-A67BIB94E6FB ENGINEER shall verify the identity and employment eligibility of its employees whoperform work under this AGREEMENT, including completing the Employment EligibilityVerification Form (1-9). Upon request by CITY, ENGINEER shall provide CITY withcopies of all 1-9 forms and supporting eligibility documentation for each employee whoperforms work under this AGREEMENT. ENGINEER shall adhere to all Federal andState laws as well as establish appropriate procedures and controls so that no services will be performed by any ENGINEER employee who is not legally eligible to performsuch services. ENGINEER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESSFROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THISPARAGRAPH BY ENGINEER, ENGINEER’S EMPLOYEES, SUBCONTRACTORS,AGENTS, OR LICENSEES. CITY, upon written notice to ENGINEER, shall have the right to immediately terminate this AGREEMENT for violations of this provision byENGINEER L. Prohibition On Contracts With Companies Boycotting Israel Engineer acknowledges that in accordance with Chapter 2271 of the TexasGovernment 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 companythat 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 tothose terms in Section 808.001 of the Texas Government Code. By signing thisagreement, Engineer certifies that Engineer’s signature provides writtenverification to the City that Engineer: (1) does not boycott Israel; and (2) will notboycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. M. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization.By signing this agreement, Engineer certifies that Engineer’s signature provideswritten verification to the City that Engineer, pursuant to Chapters 2252 and 2270,is not ineligible to enter into this agreement and will not become ineligible toreceive payments under this agreement by doing business with Iran, Sudan, or a foreIgn terrorist organIzation. Failure to meet or maintain the requirements under thisprovision will be considered a material breach. N. Prohibition on Contracts with Companies Boycotting Certain EnergyCompanies Engineer acknowledges that in accordance with Chapter 2274 of the TexasGovernment Code, City is prohibited from entering into a contract with a company for City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 15 of 19 DocuSign Envelope ID: 72D6E184-A3C0460C-A76E-A67BIB94E6FB 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 theTexas Government Code. By signing this agreement, Engineer certifies thatEngineer’s signature provides written verification to the City that Engineer: (1)does not boycott energy companies; and (2) will not boycott energy companiesduring the term of the agreement. Failure to meet or maintain the requirementsunder this provision will be considered a material breach. O. Prohibition on Contracts with Companies Boycotting Certain Firearm Entitiesand Firearm Trade Associations Engineer acknowledges that in accordance with Chapter 2274 of the TexasGovernment Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the companythat it (1 ) does not have a practice, policy, guidance, or directive that discriminatesagainst a firearm entity or firearm trade association; and (2) will not discriminate duringthe 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 Chapter2274 of the Texas Government Code. By sIgnIng this agreement, EngIneer certifiesthat Engineer’s signature provides written verification to the City that Engineer:(1) does not have a practice, policy, guidance, or directive that discriminatesagainst a firearm entity or firearm trade association; and (2) will not discriminateduring the term of the contract against a firearm entity or firearm tradeassociation. Failure to meet or maintain the requirements under this provision will beconsidered a material breach. P. Termination Right for Contracts with Companies Doing Business with CertainForeign-Owned Companies The City of Denton may terminate this Contract immediately without any further liabilityif the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Engineer is, or will be in the future, (i) owned byor the majority of stock or other ownership interest of the company is held or controlledby 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, orother designated country, or (iii) is headquartered in China, Iran, North Korea, Russia,or other designated country. Q. Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908of the Government Code. The law states that the City may not enter into this contract City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 16 of 19 DocuSign Envelope ID: 72D6E184-A3COdt60C-A76E-A67BI B94E6FB unless the Contractor submits a disclosure of interested parties (Form 1295) to the Cityat the time the Engineer submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with theCommission. Engineer 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. 2 3 4 56. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/filinginfo/1295/ Register utilizing the tutorial provided by the StatePrint a copy of the completed Form 1295Enter the Certificate Number on page 2 of this contract. Complete and sign the Form 1295Email the form to purchasing@cityofdenton.com with the contract number in thesubject line. (EX: Contract 7804-004 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30thday after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. O. Prohibition Against Personal Interest in Contracts No officer, employee, independent consultant, or elected official of the City who isinvolved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in theCity Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall besubject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render theContract voidable by the City. The Engineer shall complete and submit the City’sConflict of Interest Questionnaire. P. Agreement Documents This AGREEMENT, including its attachments and schedules, constitutes the entire AGREEMENT, which supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. This AGREEMENT may beexecuted in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and thesame instrument. The following attachments and schedules are hereby made a part ofthis AGREEMENT: City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 17 of 19 DocuSign Envelope ID: 72D6E184-A3C0-460C-A76E-A67BIB94E6FB Attachment A - Scope of Services These documents make up the AGREEMENT documents and what is called for by oneshall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the AGREEMENT documents, the inconsistency or conflict shallbe resolved by giving precedence first to the written AGREEMENT then to theAGREEMENT documents in the order in which they are listed above. The parties agree to transact business electronically. Any statutory requirements thatcertain 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. Duly executed by each party’s designated representative to be effective on' 08/16/2022 - - - - ENGINEER DocuSlgned by: EMaIL £htj£yBY -SIGNATUREaLf Brian H111erPrinted Name: Title.Di rector , Geospat1 a1 Technologies 816-652-2820 PHONE NUMBER EMATr , ADDRESS 2022_ 922333 TEXAS ETHICS COMMISSION1295 CERTIFICATE NUMBER City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 18 of 19 DocuSign Envelope ID: 72D6E1&+-A3C0460C-A76E-A67BIB94E6FB CITY OF DENTON, TEXAS Ii?:: ##:4::B ATTEST: ROSAPI2£as£nIeU SECRETARY Ra%R&%BY APPROVED AS TO LEGAL FORM:MACK REnqWAND, CITY ATTORNEY THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and IhlO\Lib putalt Antonlo Puente PRINTED NAME DME Genera1 Manager TITLE E1 ect ri c DEPARTMENT City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 2 of 19 DocuSign Envelope ID: 72D6E184-A3C0-+60C-A76E-A67BIB94E6FB ATrACHMENT A - CONTRACTOR'S PROPOSAL PARt OF BURNS&4£DONNELL PROPOSAL FOR ArcGIS Utility Network ProjectConsulting Support Submitted To: Denton Municipal Electric Date: May 27, 2022 e + tIE3 + • • • + +e e ( Ir) • • + • • ©•+l•••••+•• + IIII•••8•+•eel•••••e•ee•••••• ee DocuSign Envelope ID: 72D6E184-A3C0460C-A76E-A67BIB94E6FB e esri Partner NetworkGold1898£ PART OF BURNS Utility Network ManagementSpecialty May 27. 2022 Mr. Sam MaII Denton Municipal Electric 601 E Hickory St.Denton, TX 76205 Re:Proposal for ArcGIS Utility Network Consulting Services Dear Mr. MaIl: 3898 & Co.. a division of Burns & McDonnell, is pleased to present the proposal below to Denton Municipal Electric (DME) for consulting services to assist DME with successfully managing the upcoming ArcGIS UtilityNetwork project. 1898 & Co. is the right partner to assist DME with successfully managing and delivering this project, we ledthe development of the Statement Of Work for the Utility Network project, gathering requirements from DME stakeholders and gaining an understanding of the vision of the organization and other initiatives thatare ongoing or planned, we have experience implementing the ArcGIS Utility Network, and we have a teamof consultants with experience helping electric utilities as they modernize their grid and the IT/OT systemsthat support it. This role is critical to the success of DME’s move to the ArcGIS Utility Network and other key IT/OT initiatives taking place and planned within DME. Our senior GIS consultant will provide the technical expertise neededalong with the leadership to keep the project on schedule and in alignment with current and future business objectives dependent on this migration happening successfully 1898 & Co. looks forward to working with Denton Municipal Electric to execute the project successfully andposition the organization to fully leverage their GIS system for years to come. If you have any questions about our proposal, please contact me at 816-652-2820 or brian.hiller@1898andco.com. Sincerely Brian Hiller, MBADirector, Geospatial Technologies 1898 & Co 'Burns & McDonnell Engineering Company. Inc. d/b/a 7898 & Co.1898 & Can is a service mark of Burns & McDonnell Engineering Company. Inc. DocuSign Envelope ID: 72D6E184-A3C0460C-A76E-A67BIB94E6FB Objectives, Purpose, and Background Denton Municipal Electric (DME) is embarking on a significant effort to migrate their existing GIS to theArcGIS Utility Network. This migration effort will position DME to take advantage of new capabilities and will allow the organization to leverage the power of their GIS system for many years. The project to migrate to the Utility Network is multi-faceted, it includes new system implementation, data cleanup and conversion, third-party software integration, and user training and change management. DME has requested 1898 & Co. to provide a Senior GIS Consultant to work seamlessly with, and under the direction of DME to relieve DME of the day-to-day management responsibilities for the ArcGIS UtilityNetwork migration project (the Project). The 1898 & Co. Senior GIS Consultant will support the design,analysis, documentation, commissioning and other project implementation and technical activities as directed by DME. 1898 & Co. will utilize the DME Integrated Project Management Methodology where available andconform to DME’s architectural and testing standards, and policies.Consulting Services 1898 & Co. will perform the services described below on such tasks necessary to support DME with the Project. All services will be performed in accordance with the terms and conditions under the current approved "Standard Agreement for Engineering Related Professional Services" between the City of Dentonand Burns & McDonnell Engineering Company, Inc. executed on December 14th, 2021. Such terms andconditions are incorporated and made a part of this agreement. •1898 & Co. will provide the Services through a Senior GIS Consultant with support of other GISconsultants who will be knowledgeable of the following key areas: 0 GIS functional and IT systems knowledge in the Electric Utility domain o Project leadership experIence in similar efforts including but not limited to managing a full endto end delivery of a similar solution, vendor management, budget tracking, schedulemanagement & overall project coordination. •Senior GIS Consultant will be responsible for the following: o Support coordinating delivery of work across all of phase of the project and vendors to ensuretimeliness and quality are met, as well as adherence to scope and cost. o Managing internal and external business and technical resources, consultants and vendorscontracted to deliver solutions. 0 0 0 0 Coordinating all aspects of delivery for these components and working with any vendor orDME primary project managers and program manager to integrate both solution and schedule. Set up weekly meetings, identifying and mitigating risks and issues, and leading the team toaccomplish all deliverables on time, on scope and on budget. Provide a weekly status report of accomplishments and upcoming tasks Provide technical guidance to appropriate team members 1898 & Co. / Part of Burns & McDonnell 2 DocuSign Envelope ID: 72D6E184-A3C02160C-A76E-A67BIB94E6FB ArcGIS Utility Network Implementation - Consulting Services o Provide inputs to DME’s Project Manager in developing the integrated Project schedule(activities related to technical, solution implementation etc.) o Coordinate with other DME's internal technical leads to ensure that cross-project technical andsolution dependencies and impacts are identified and managed appropriately 0 Perform and support DME’s internal project related tasks as required by the Project Unless otherwise agreed to in writing by the parties, the above describes 1898 & Co.’s complete scope ofServices Performance Period & Location 1. Scope of Work Start Date: June 20222. Scope of Estimated Work Completion Date: Estimated December 2023 but may extend further if required by DME.3. Location of Performance: Remote via webcast and conference call. Site visits as requested by DME staff Change Management Process 1898 & Co. shall inform DME of any pending or possible changes in the use or status of all 1898 & Co. Project personnel. Any changes to 1898 & Co. staff, including work assignments and participation level, shall be subject to DME approval. DME shall have the right to have any 1898 & Co. staff replaced or removed from the Project for cause “Change Request" means a written instrument by which either Party may request a change or modification tothe Work which shall detail the cost of the change and impact of the change on the total cost of the Work, the impact of the change on the SOW and the technical description or specification of the requested change. Change Procedure. Either Party may request changes to the scope of the Work at any time. When a change could affect the cost, delivery schedule or other terms of the Contract, both DME and Consultant mustapprove the change before the change is implemented, by executing a Change Request. If either Party wishes to make a change, it shall notify the other Party of the requested change in writing, includingsufficient details to enable the other Party to evaluate the change. Within a reasonable period of time,Consultant shall deliver a Change Request to DME. Upon acceptance and execution of the Change Request (now “Change Order” or “Amendment") by DME, the Change Request shall be incorporated into the Work. Both Parties shall continue to proceed in accordance with the agreed upon terms and conditions then ineffect while Change Requests are being reviewed and approved. Escalation Process Significant issues related to resource skills, availability, and quality, which cannot be resolved by the coreteam. will follow a specific escalation path. The process will be as follows: Representatives at each stage should make good faith efforts to resolve any issue, that is within their authority, within IO business days 3 DocuSign Envelope ID= 72D6E184-A3C0460C-A76E-A67BIB94E6FB ArcGIS Utility Network Implementation - Consulting Services As soon as it is determined that a representative does not have the authority to resolve an issue, or, there is an impasse at that stage, it should be immediately escalated within that representative’s organization The escalation of the issue should include a summary of unresolved issues together with therecommendation of each of the DME and 1898 & Co. designed points of contact. When escalating an issue, both the 1898 & Co. and DME representatives listed in the respectIve stages below, should be included in the correspondence. DME requires that unresolved issues be discussed at the next stage within 5 days of being escalated. To thatend, within 24 hours of an issue being escalated, a conference call will be set up between the representatives at the next stage. Ultimately, DME has full authority to arbitrate any Project related decision. However, DME will be responsibleto pay for any additional fees and costs related to the decision. Prerequisites and DME Obligations In addition to any other responsibilities prerequisites, or assumptions described in this SOW. set forth below is a list of the obligations for which DME will be responsible, conditions on 1898 & Co. performance, andassumptions upon which 1898 & Co. relies in agreeing to perform the Services described in this SOW on theterms set out herein (collectively “DME's Obligations"). If any of DME's Obligations are not performed or prove to be incorrect, it may cause changes to the fees, and expenses, level of effort required, or otherwise impact on 1898 & Co. 's performance of the Services described in this SOW, and 1898 & Co. shall have noliability for delays in performing Services to the extent such delays were caused solely and directly by DF4E failure to correctly perform its obligations. Both parties will mutually agree and execute a change order in theevent that 1898 & Co. needs additional time to provide the Services, as the case may be. 1898 & Co. to document in the change order any dollars, schedule, or scope change, • • • • • DME shall set overall direction for the Project, make choices on direction, options and priorities, and take ownership for the outcomes Any Confidential Information disclosed to third parties contracted by DME shall be subject to the confidentiality obligations of the Agreement DME shall be responsible for the performance of other contractors or vendors engaged by DME in connection with the Project and ensure that they cooperate with 1898 & Co. DME will provide 1898 & Co. access to other third-party service provider resources and any other resources required to provide adequate knowledge transition to the 1898 & Co. team DME shall be responsible for obtaining, at no cost to 1898 & Co, consents for 1898 & Co.’s use of any third-party products, including, but not limited to software (including purchase of any licenses), necessary for 1898 & Co. to perform its obligations under this SOW o For example, DME requires 1898 & Co. to manage all work via VPN to their environment using a virtual machine. DME would be responsible for setup of the virtual machine, VPN and any software needed on the VPN that would be relevant to a DME standard image. •DME will provide 1898 & Co. access to detailed design documentation such as architecture designs. schema design, source code, and coding standards, if any exist as needed to fulfill the Services 4 DocuSign Envelope ID: 72D6E184-A3C0460C-A76E-A67BIB94E6FB ArcGIS Utility Network Implementation - Consulting Services • • • • • • • DME will provide access to test accounts and test data from its information system and other sources to adequately test the solution DME will provide timely access to stakeholders and decision-makers and decisions will be made promptly and without delay Identified DME executive sponsors shall be responsible for resolving all escalated decisions regarding scope, duration, resources, and finances DME acknowledges and agrees that 1898 & Co, is not providing any tax, legal, accounting or regulatoryservices or advice while providing the Services DME will commit the necessary resources and management involvement to support the Project, and will give access to 1898 & Co. to tools and data required for the Project Any change in technology/ skill mix will need to be mutually agreed upon DME shall provide appropriate access and log-in privileges to all applicable System environments including production and ticketing tool for the purposes of the Services. All required application support software, support licenses and tools will be provided by the DME, Any product support will be provided by the relevant product vendor(s), and DME will purchase the necessary product support from these vendors. For the newly onboarded resources, all accesses will be provided within five (5) working days •DME shall be responsible for its operation for determining whether to use or refrain from using any recommendation that may be made by 1898 & Co. DME will be solely responsible for determining whether any Services provided by 1898 & Co. (i) meet DME requirements; (ii) comply with all laws and regulations applicable to DME, and (iii) comply with DME’s applicable internal guidelines and any other agreements it has with third parties •1898 & Co. is not responsible for the production of deliverables under this SOW Pricing / Compensation Based on the scope of work identified above, these services will be done on a time and materials basis utilizing the existing Master Services Agreement between Denton Municipal Electric and Burns & McDonnell Engineering Company, Inc Based on the nature and scope of the work, services, schedule, and staffing described above, 1898 & Co estimates twenty hours of consulting support per week and three onsite visits over the course of the project for a fee of approximately $387,500, including travel expenses and out of pocket expenses and taxes, asapplicable ("Estimated Project Fees”). 1898 & Co. will work with DME to manage the scope of 1898 & Co.’s services within the Estimated Project Fees. DME understands that 1898 & Co’s fees will be based uponservices performed. 1898 & Co. shall not exceed the Estimated Project Fees without first obtaining writtenconsent from DME, in accordance with the Change Control procedures. Professional services hours will be charged using the following rate classification, project expenses will bepassed through directly to DME without markup. Estimate Estimated Project Fees 1520 $387,500 DocuSign Envelope ID: 72D6E184-A3C0'+60C-A76E-A67BIB94E6FB ArcGIS Utility Network Implementation - Consulting Services Estimated Project Fees based on assumption of twenty hours of consulting support per week through theduration of the project (June 1st 2022 through December 31st, 2023. A total of 76 weeks minus Thanksgiving,Christmas, and New Year’s weeks). DME Representative Name / Title: Sam MaII / Engineering Email: sam.maIl@citvofdenton.com Phone: 214.862,2489 Responsibility: DME representative 1898 & Co. Representative Name / Title: Brian Hiller / Director, Geospatial Technologies Email: brian.hiller@1898andco.comPhone: 816.652,2820 Responsibility: 1898 & Co. Point of ContactIN WITNESS WHEREOF, the Parties have executed this SOW through their duly authorized representativeseffective as of the Effective Date first set forth above. Denton Municipal Electric Burns & McDonnell Engineering Inc d/b/a 1898 & Co. Engineering Co. Inc. By: Name: Title: By: Name: Title: Date:Date: DocuSign Envelope ID: 72D6E184-A3C0=160C-A76E-A67BIB94E6FB I£DONNELLPART OF BURNS 88ee•• e 8 eeeeee••••• +©•8e••••• e 9400 Ward ParkwayKansas City, MO 64114816-333-9400 a CIOUD CItIa aclu OFICIaciD cia OfJC] [1 t:I O O O f]a [l O O O O UorIULI arIEIa CIC:iiI tJ CIa 1898andCo.com [kx:uSign Certificate Of Completion Envelope Id: 72D6E184A3CC)460CA76EA67BIB94E6FB Subject: Please DocuSign: City Council Contract 7804-004 ArcGiS Utility Network Project Source Envelope: Document Pages: 28 Certificate Pages: 6 AutoNav: Enabled Status: Completed Signatures: 5 Initials: 1 Envelope Originator: Christa Christian 901 B Texas Street Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Denton, TX 76209 Christa.Christian@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 7/1 8/2022 8:38:16 AM Holder: Christa Christian Christa.Christian@cityofdenton.com Location: DocuSign Signer Events Christa Christian christa.christian@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Signature Timestamp Sent: 7/1 9/2022 12:13:22 PM Viewed: 7/1 9/2022 12:13:34 PM Signed: 7/19/2022 12:13:43 PM Completed Using IP Address: 198.49.140.104 Tabitha Millsop tabitha.millsop@cityofdenton.com Assistant Purchasing Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 7/1 9/2022 12:13:45 PM Viewed: 7/19/2022 1 :56:41 PM Signed: 7/1 9/2022 1:58:40 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication(None) ’DocuSlgned by: IMartL£h£hhh .4B070&31B4AA438. Sent: 7/1 9/2022 1 :58:42 PM Viewed: 7/19/2022 1 :59:57 PM Signed: 7/19/2022 2:07:30 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Brian Hiller brian.hiller@1898andco.com Director, Geospatial Technologies Security Level: Email, Account Authentication(None) 'DocuSlgned by: I &iAn thtILr.CF452EDA142C4B8. Sent: 7/19/2022 2:07:33 PM Viewed: 7/19/2022 2:59:46 PM Signed: 7/1 9/2022 3:01 :26 PM Signature Adoption: Pre-selected Style Using IP Address: 141.193.16.150 Electronic Record and Signature Disclosure;Accepted: 7/1 9/2022 2:59:46 PMID: 9f92aa7a-2e07J+d58-b589-0da9b073bac4 Signer Events Antonio Puente Antonio.Puente@cityofdenton.com DME General Manager Security Level: Email, Account Authentication (None) Signature Timestamp Sent: 7/1 9/2022 3:01 :29 PM Viewed: 7/19/2022 8:15:43 PM Signed: 7/1 9/2022 8:16:11 PM DoGu8{gnBd bF [dhIhi& FbuitE37609uaBF4BS. Signature Adoption: Pre-selected Style Using IP Address: 174.246.138.251 Signed using mobile Electronic Record and Signature Disclosure:Accepted: 7/19/2022 8:15:43 PMID: fc644458-ld474d1 b-aOb6-fe1592clf567 Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) ElectronIc Record and Signature Disclosure:Not Offered via DocuSign Completed Sent: 7/1 9/2022 8:16:16 PM Viewed: 8/1 5/2022 2:17:09 PM Signed: 8/1 7/2022 8:24:07 AMUsing IP Address: 198.49.140.10 Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication(None) 'D$euSlgrnd bVI SMA A%@ .5236DB296270423. Sent: 8/17/2022 8:24:10 AM Viewed: 8/1 7/2022 8:24:44 AM Signed: 8/17/2022 8:24:51 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication(None) 'D€uuSlgned bH1 R+4R&B+ IC5CA8C5E1754B3 Sent: 8/1 7/2022 8:24:54 AM Viewed: 8/17/2022 1 :38:07 PM Signed: 8/1 7/2022 1 :38:35 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 8/1 7/2022 1 :38:07 PMID: 68d582c4-1 30e2ta8d-b52d{e9cb798fe01 In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Status Timestamp Carbon Copy Events Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Timestamp Sent: 7/1 9/2022 12:13:45 PM • Carbon Copy Events Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Status Timestamp Sent: 7/19/2022 8:16:15 PM Viewed: 7/20/2022 9:16:44 AM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and SIgnature Disclosure:Not Offered via DocuSign Sent: 8/17/2022 1 :38:41 PM Viewed: 8/1 7/2022 3:41 :27 PM Jerry Looper jerry.looper@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Accepted: 8/16/2022 1 :00:10 PMID: cf23d00f-ad4a40d5-adbe-323a17a89883 Sent: 8/17/2022 1 :38:42 PM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 7/1 9/2022 12:13:22 PM 8/1 7/2022 1 :38:07 PM 8/17/2022 1:38:35 PM 8/17/2022 1:38:42 PM Hashed/Encrypted Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Brian Hiller, Antonio Puente, Rosa Rios, Jerry Looper ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide toyou certain written notices or disclosures. 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