23-945FILE REFERENCE FORM mTV
X Additional File Exists
Additional File Contains Records Not Public, According to the Public Records Act
Other
FILE(S)Date
5.16
Initials
I1 - 2eBI
ORDINANCE NO. 23-945
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL
SERVICES AGREEMENT WITH BURNS & MCDONNELL ENGINEERING COMPANY, INC.,TO PROVIDE OWNER ENGINEER SERVICES ON SEVERAL ONGOING INITIATIVES FOR
THE DENTON MUNICIPAL ELECTRIC DEPARTMENT; PROVIDING FOR THE
EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ7804-009 – PROFESSIONAL SERVICES AGREEMENT FOR PROFESSIONAL SERVICESAWARDED TO BURNS & MCDONNELL ENGINEERING COMPANY, INC., IN THE NOT-
TO-EXCEED AMOUNT OF $763,64 1.00).
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 maximum
provided 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 a
nHl fhi:o; Eysecondedby Ge,',the following vote n - U :
Aye Nay Abstain Absent
Mayor Gerard Hudspeth:Vicki Byrd, District 1 :Brian Beck, District 2 :Paul Meltzer. District 3 :
Joe Holland. District 4:
\/I,/
\/-£Brandon Chase McGee, At Large Place 5 :
Chris Watts, At Large Place 6:
PASSED AND APPROVED thi, th, i 6+" d,y ,f Fl AY _, 2023.
ATTEST:
JESUS SALAZAR, INTERIM CITY SECRETARY A\\\\\\!11111
APPROVED AS TO LEGAL FORM:
MACK RErNWAND, CITY ATTORNEY
Digitally signed by Marcella
DN: cn=Marcella Lunn. o,
A
enton.com, c=US
DW :Hr:srJrunXn@dtyofd
Date: 2023.05.10 lo:49:04
-05'OO'
BY, \IF'Uf dUI\
DocuSign Envelope ID: 220E24FE-7AFF49DE-A900-COC0945323BB
DENTON
Docusign City Council Transmittal Coversheet
PSA 1 7804–o09
File Name I Owner's Engineer MaxlmoImp1 ementatl OII
P„chasingContact ch'1;t’ ch'1;t
City Council Target Date MAY 16’ 2023
Piggy Back Option
Contract Expiration
Ordinance
1 an
Not Applicab1 e
N/A
23-945
DocuSign Envelope ID: 220E24FE-7AFFd19DE-A900-COC0945323BB
CITY OF DENTON, TEXAS7804-009 OWNERS ENGINEER FOR MAXIMO IMPLEMENTATION SERVICESSTANDARD 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 officeat 100 Energy Way, Suite 1700, Fort Worth TX 76102 and authorized to do business in
Texas, ("ENGINEER"), for a PROJECT generally described as: 7804-009 Owner’sEngineer Maximo Implementation Solution Services (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 Servicesattached 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/orsuppliers that has not been ordered in advance and in writing. It is specificallyagreed 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 $763,641.00 in the manner and in
accordance with the fee schedule as set forth in Attachment A. 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 continue
for 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 to
completion as described in the PROJECT schedule as set forth in Attachment A.
SECTION 3
Terms of Payment
Payments to the ENGINEER will be made as follows:
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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 set
forth in Attachment A 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 30days of receipt of the final invoice.
(4) in the event of a disputed or contested billing, only that portion so contested will
be withheld from payment, and the undisputed portion will be paid. The CITY
will 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 7days' written notice to CITY, suspend services under this AGREEMENT until
paid 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 under
this AGREEMENT, providing professional engineering consultation and advice andfurnishing 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 engineers
practicing in the same or similar locality and under the same or similarcircumstances and professional license; and
(2) as expeditiously as is prudent considering the ordinary professional skill and
care of a competent engineer.
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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 furnished
by 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 insubsurface 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 of
such 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 orits 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, and
responsibilities, 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 their
employees in connection with their work or any health or safety precautions.
(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 progress
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or quality of the completed work on the PROJECT or to determine, in general, ifthe 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 this
AGREEMENT 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 adeviation 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 performance
criteria 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 equipmentor structures that may affect operation or maintenance costs; competitivebidding procedures and market conditions; time or quality of performance by
third parties; quality, type, management, or direction of operating personnel; and
other 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
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
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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. The
ENGINEER 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 workinghours 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 agreements
hereunder 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 subconsultant,
involving transactions to the subcontract, and further, that the CITY shall haveaccess 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.
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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 applyseparately 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 insured
endorsement or a substitute providing equivalent coverage, andunder the commercial umbrella, if any. This insurance shall applyas primary insurance with respect to any other insurance or self-
insurance programs afforded to the CITY. The CommercialGeneral Liability insurance policy shall have no exclusions or
endorsements 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.
ii.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 theengineer owns no vehicles, coverage for hired or non-owned is
acceptable.
i.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 business auto liability or
commercial umbrella liability insurance obtained by ENGINEERpursuant to this AGREEMENT or under any applicable autophysical damage coverage.
c. Workers’Compensation – ENGINEER shall maintain workers
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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 $100,000.00
each 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 theextent these damages are covered by workers compensation and
employer’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 years
following the completion of the AGREEMENT. An annual certificate ofinsurance 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 allrequired 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 itsinterests 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 coverage
specified 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.
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f. Insurers for all policies must be authorized to do business in the State of
Texas 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. TheCITY, 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.
1.The CITY shall be entitled, upon its request and without incurringexpense, to review the ENGINEER's insurance policies including
endorsements thereto and, at the CITY's discretion; the ENGINEER may
be 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 shall
state 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 orchanges from date of commencement of the PROJECT until final
payment and termination of any coverage required to be maintained after
final payments.
1.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 reasonably
equivalent 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.
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K. Independent Consultant
The ENGINEER agrees to perform all services as an independent consultant and not as asubcontractor, 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 ofany existing conflicts of interest or potential conflicts of interest, including personal financial
interest, direct or indirect, in property abutting the proposed PROJECT and businessrelationships with abutting property cities. The ENGINEER further acknowledges that it willmake disclosure in writing of any conflicts 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 designcriteria and/or current engineering practice standards which the ENGINEER should have
been aware of at the time this AGREEMENT was executed, the ENGINEER shall reviseplans 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 will
be made through an amendment to this AGREEMENT.
O. Schedule
ENGINEER shall manage the PROJECT in accordance with the schedule developed perAttachment A to this AGREEMENT.
P. Equal Opportunity
(1) Equal Employment Opportunity: ENGINEER and ENGINEER’s agents
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shall engage in any discriminatory employment practice. No person shall, on
the grounds of race, sex, sexual orientation, age, disability, creed, color, genetictesting, 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 andENGINEER’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 information
provided by the CITY.
B. Access to Facilities and Property
The CITY will make its facilities accessible to the ENGINEER as required for theENGINEER's performance of its services. The CITY will perform, at no cost to the
ENGINEER, such tests of equipment, machinery, pipelines, and other components of theCITY'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 federalauthorities; 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 A.
E. Prompt Notice
The CITY will give prompt written notice to the ENGINEER whenever CITY observes orbecomes aware of any development that affects the scope or timing of the ENGINEER's
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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 thegeneration, 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 of
ENGINEER’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, or
resulting from the engineering services performed. Only the CITYwill 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 or
person 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.
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I. CITY's Insurance
(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 undertaken
or defended by the CITY. In the event CITY requests such services of the ENGINEER, thisAGREEMENT 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 amendment
to 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 thisPROJECT, 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.
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C. Force Majeure
The ENGINEER is not responsible for damages or delay in performance caused by acts of
God, 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 the
nonperforming party does not commence correction of suchnonperformance within 5 days’ written notice or thereafter fails to
diligently 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 thework 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 the
convenience of the CITY. In the event of such suspension, delay, or interruption, anequitable adjustment in the PROJECT's schedule, commitment and cost of theENGINEER's personnel and subcontractors, and ENGINEER's compensation will bemade
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F. Indemnification
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 EXTENT 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 ArrORNEY’S FEES IN PROPORTION TO THE ENGINEER’SLIABILITY
G. Assignment
Neither party shall assign all or any part of this AGREEMENT without the prior writtenconsent 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.
1.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 andregulations and with all City ordinances and regulations which in any way affect thisAGREEMENT 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 bodies
having 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.
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K. Immigration Nationality Act
ENGINEER shall verify the identity and employment eligibility of its employees who
perform 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 HARMLESS
FROM 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 forgoods 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 thecontract. The terms “boycott Israel” and “company” shall have the meanings ascribed tothose terms in Section 808.001 of the Texas Government Code. By signing this
agreement, 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 aforeIgn 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 Texas
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Government Code, City is prohibited from entering into a contract with a company forgoods or services unless the contract contains written verification from the company
that it (1 ) does not boycott energy companies; and (2) will not boycott energycompanies 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 companies
during 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 discriminates
against 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 trade
assocIatIon. 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 liability
if the City of Denton determines, in its sole judgment, that this Contract meets therequirements 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 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, 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 2252.908
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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 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 isawarded, in accordance with Government Code 2252.908.
The contractor shall:
1.
2
3
4
5
6.
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 1295
Enter 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 the
subject line. (EX: Contract 7804-009 – 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.
O. Prohibition Against Personal Interest in Contracts
No officer, employee, independent consultant, or elected official of the City who is
involved in the development, evaluation, or decision-making process of the performanceof any solicitation shall have a financial interest, direct or indirect, in the Contract
resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the
City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall
constitute impropriety in office, and any officer or employee guilty thereof shall besubject to disciplinary action up to and including dismissal. Any violation of thisprovision, with the knowledge, expressed or implied, of the Contractor shall render the
Contract 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 bechanged 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 the
same instrument. The following attachments and schedules are hereby made a part of
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this AGREEMENT:
Attachment A – Statement of Work
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 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.
Duly ofA%9y89g by each party’s designated representative to be effective on
BURNS & MCDONNELL, ENGINEERINGCOMPANY, INC.
/p-DocuSlgned bF
BY: bkhF,hThHw!AUTHORIZED SIGNATURE
Printed Name: Robb Montgomery
Title. D1 rector
913–484-3535
PHONE NUMBER
robb . montgomery(B1898andco . com
EMAII , ADDRESS
2023- 1014718TEXAS ETHICS COMMISSION1295 CERTIFICATE NUMBER
City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22
Page 18 of 19
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CITY OF DENTON, TEXAS
DocuSigned by:
BY:SMA ttuqlq
ATTEST:
JESUS SALAZAR, INTERIM CITYSECR]br
&SId S_rBY
APPROVED AS TO LEGAL FORM:MACK REn(WAND, CITY ATTORNEY
DocuSlgned bF
BY:
THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED
as to financial and operational obligations and
Antonlo Puente
PRINTED NAME
DME Genera1 ManagerTITLE
E1 ectr1 c
DEPARTMENT
City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22
Page 2 of 1 9
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Attachment A
1898
PART OF BURNS
Statement of Work
Enterprise Work and Asset
Management ConsultingSupport Services
Submitted To: Denton Municipal Electric
Date: March 30th, 2023
Submitted by Submitted to
Robb Montgomery
Director - 1898 & Co.
Phone Number: 1 (913) 484-3535
E-Mail: Robb.montgomery@1898andco.com
Denton Municipal Electric
Procurement Contact: Christa Christian
Phone Number
E-mail: christa.christian@cityofdenton.com
DocuSign Envelope ID: 220E24FE-7AFF49DE-A900-COC0945323BB
Denton Municipal Electric / Maximo Implementation Support Service SOW
Table Of Contents
1 Project Narne............................................................................................................................................................ 32 E)efinitions........................................................,.......................................................................................................... 3
3 Project Surnrnary.................................................................................................................................................... 3
4 Consulting Services ...............................................................................................................................................4
4.1 Owners Engineer EAM Senior Consultant..............................................................,..............................................................4
4.2 Transformation Change Journey and Business Readiness................................,............,...........,..........,...................... 5
5 Project Governance............................................................................................................................................... 8
5.1 Organizational Chart......................................................................................................................................................................... 9
6 AssurnF)tions ............................................................................................................................................................. 9
6.1 Prerequisites and DME Obligations ...................._...._......._......_............_........_......_....._....._....._..........._....._.........._.._..10
I Schedule......................................................................................................................................................................11
8 Change Management Process.........................................................................................................................12
9 Escalation Process ................................................................................................................................................12
IC) Pricing .........................................................................................................................................................................14
DocuSign Envelope ID: 220E24FE-7AFF49DE-A900-COC0945323BB
Denton Municipal Electric / Maximo Implementation Support Service SOW
This Statement of Work, effective June 1st, 2023, (referred to as "SOW") is subject to and entered pursuantto the terms and conditions under the current approved "Standard Agreement for Engineering RelatedProfessional Services" between the City of Denton and Burns & McDonnell Engineering Company, Inc.executed on December 14th, 2021. Such terms and conditions are incorporated and made a part of thisagreement. In the event of a conflict between the terms of the Agreement and this SOW, the terms of thisSOW shall prevail. All capitalized terms in this SOW shall have the meaning assigned herein or, if not definedin this SOW, the meaning assigned in the Agreement
1 Project Name
Denton Municipal Electric (DME) Maximo Implementation Support Services (the “Project”)
2 Definitions
EWAM – Enterprise Work and Asset Management
3 Project Summary
Denton Municipal Electric (DME) is embarking on a significant effort to implement Maximo' This
implementation effort will position DME to take advantage of new capabilities and will allow the organizationto leverage the power of a leading enterprise work and asset management system for many years.
The project to implement Maximo is multi-faceted, it includes new system implementation, third-partysoftware integration, and user training and change management.
DME has requested 1898 & Co. to provide a Senior EAM Consultant to work seamlessly with, and under the
direction of DME to relieve DME of the day-to-day management responsibilities for the MaximoImplementation project (the Project). The 1898 & Co. roles will support the design, analysis, integration.
documentation, commissioning and other project implementation and technical activities as directed byDME. 1898 & Co. will utilize the DME Integrated Project Management Methodology where available andconform to DME’s architectural and testing standards, and policies
DME is seeking to make the most of their existing assets and resources, while embracing a future that
demands change–both in services offered and the new, more sustainable ways energy will be generated anddistributed.
Maximo is tested and proven foundation for implementing a modern EWAM system, to leverage efficienciesthroughout the lifecycle of work.
This journey will additionally require significant process change and acceptance across your businessDenton will need to prepare their people and improve their resource competencies and skills.
1898 & Co. recommends partnering with DME to prepare, manage and sustain this transformational journey
and ensure organization readiness in the following additional area
DocuSign Envelope ID: 220E24FE-7AFF49DE-A900-COC0945323BB
Denton Municipal Electric / Maximo Implementation Support Service SOW
Transformation Change Journey and Business readiness - 1898 & Co. has successfully architected, co-
created. and delivered many change journeys for Utilities across North America. Our primary outcome of thechange journey is to build “job ready" employees and “leader ready” leaders to drive business outcomes. We
accomplish this through data-driven insights and human-centered methods to help employees understandthe change, how they will be supported through training and UK)skilling, and the opportunities that come
from new ways of working.
4 Consulting Services
To support the efforts, 1898 & Co. will perform the Services and produce the Deliverables as described in thisSOW
4.1 Owners Engineer EAM Senior Consultant
1898 & Co. will provide the Services with a resource knowledgeable of the following key areas:
o Maximo 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 end
to end delivery of a similar solution, vendor management, budget tracking, schedulemanagement & overall project coordination.
Role will be responsible for the following:
o Leverage 1898 & Co Delivery Methods standards for Program, Project, and Service
Management,
o Support coordinating delivery of work across all phases of the project and vendors to supporttimeliness and quality are met, as well as adherence to scope and cost.
a Consult with DME Project Manager in managing internal and external resources, 3'd partyconsultants contracted to deliver solutions
o Assist with coordinating project delivery lifecycle activities supporting DME program/projectmanagers and 3rd parties focusing on scope, schedule, and budget.
o Set up weekly meetings. identifying and mitigating risks and issues, and leading the team toaccomplish all deliverables on time, on scope and on budget.
o Provide a weekly status report of accomplishments and upcoming tasks.
o Provide technical guidance to appropriate team members
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 leads to ensure that cross-project and solutiondependencies and impacts are identified and managed appropriately.
Perform and support DME’s internal project related tasks as required by the Project.0
Deliverables
DocuSign Envelope ID: 220E24FE-7AFF-+9DE-A900-COC0945323BB
Denton Municipal Electric / Maximo Implementation Support Service SOW
4.2 Transformation Change Journey and Business Readiness
The pace of change across the utility industry is rapidly increasing due to the promise of new technologies,
evolving business processes, and new roles & capabilities. DME is amid its own change journey, exemplified
by the investment in the IBM Maximo platform. We believe this investment is a wise decision–for now, andfor the future. Maximo a tested and proven foundation for implementing a modern EWAM framework, whichwill serve as the foundation for continuously driving efficiencies throughout the lifecycle of work at DME.
In this way, an EWAM program represents a transformational effort that will enable DME’s future growth and
help meet operational objectives, While application and role-based training of the Maximo application iscertainly needed and under the scope of the system integrator, this journey does not stop there and will
additionally require significant process change and acceptance across your business. You will need to
prepare your people and improve your own resource competencies and skills. In short, guiding DME throughthe EWAM transition in a methodical and purposeful way - considering fully the people and process impacts
of the new technology - is therefore critical for realizing the program’s objectives.
Evidence confirms that complex technology projects that incorporate change management are far more
likely to achieve desired outcomes and avoid delay. rework, and cost overruns, Managing change is a core
aspect of any significant technology initiative. Stated simply, change management is the application of a
structured process and set of tools for managing the people side of change to achieve a desired outcome.More specifically. change management is the application of:
•
•
A process used by project teams to manage the people side of technology, process. and
organizational changes to achieve project and program objectives
A competency applied by managers and business leaders to help employees through the transition
from the current state to the future state. A strategic capability to increase organizational change
capacity and to accelerate the adoption of changes related to a project or program.
1898 & Co. has a dedicated organizational change management team committed to working alongside
organizations like DME to design and execute change management plans to optimize speed of adoption,deliver “buy-in” around new technologies and processes, and increase proficiency around new ways of
working
DocuSign Envelope ID: 220E24FE-7AFFdj9DE-A900-COC0945323BB
Denton Municipal Electric / Maximo Implementation Support Service SOW
Prosci
Methodology
Our approach to change management is founded
on Prosci methodologies, tools, and techniques.The Prosci method (supported by world class
research and development) is used by utilities,energy companies, and companies across all
other major sectors. We have adapted Prosciover the course of numerous projects and
incorporated aspects of other well-known
change management methodologies tosupplement and tailor our approach for utility
clients.
&,Phase
3 Review
Activa t
Transfer Ownership
To this end, our change management effort will
focus on completing Prosci's Prepare Approach.We will work with DME to understand what is
changing and the potential impact of thatchange and design the preliminary plans to
successfully address the change. The stages ofour work will include Phase 1 focus areas
identified above that include:
1.Define Success - We work closely with the top leadership of DME to co-create a compelling North
Star vision and change management plan for the Maximo program. We will then work with key senior
leaders through the organization to cascade "what" and “why” for the program to win the “hearts and
minds” of the employees and enable adoption and alignment of the technology and processes across
business groups.
Define Impact - Describe how the change emerging from the EWAM program will impact specific
individuals in terms of changes to “ways of working" using activities that include identifying impacted
groups and defining key areas of adoption and usage.
Define Approach – Define what steps DME will need to take to achieve project success by assessing
risk to the program, identifying potential resistance, and confirming or establishing required change
management roles.
Define the Plan – Establish how to best prepare, equip, and support people who will be impacted by
the change through the design of common change management plans (including communication,
change agent, and sponsor plans).
2
3,
4
The following is a detailed description of our recommended change management activities
•Change Impact & Readiness Assessment: Conducting assessments to 1) confirm the nature of the
change, including impact to specific workflows, jobs/roles, and other elements of the "current state"due to the technology transition, and 2) assess the organization’s ability to take on the change
introduced by the EWAM, including the presence of change fatigue, understanding other large-scaleprojects that might compete with this effort, among other topics.
•Stakeholder Assessment: Work with DME project leaders to create a comprehensive stakeholderregister. reflecting the full list of decision makers (internal and external), "influencers", and others with
whom the team should communicate and whose views we should gather during the program. Our
stakeholder analysis will confirm key information for each stakeholder (including role, organization)with a focus on the “stake” or “perspective” each stakeholder has in relation to the program
DocuSign Envelope ID: 220E24FE-7AFFdj9DE-A900-COC0945323BB
Denton Municipal Electric / Maximo Implementation Support Service SOW
•Change Agent Plan: Leverage the Stakeholder Assessment to identify and prepare Change Agents,Ensuring that communication and other change management strategies are supported by a strong
cohort of Change Agents is important in this type of program. Change Agents (respected leadersacross all levels of the organization) will provide communication and feedback support for this effort
and serve as the ''eyes and ears” for implementation efforts. Once identified, we will provide guidanceto Change Agents, who will help support the EWAM transformation and other efforts (with a
particular emphasis on communication).
•Sponsor Engagement Plan: Along with communication, sponsor engagement is routinely identified ascentral to successful change efforts, We will define communication techniques - featuring DME
leadership - to help clarify and build momentum around the EWAM program and spell out the
strategic path for the organization. Sponsor Plans will focus on the entire sponsor network across theorganization and align to initiative milestones or other important dates.
• CommunicatIon Plan: Communication is central to effective change management and this scope of
work. 1898 & Co. will define the methods, frequency, and types of messages to be delivered to key
stakeholders, aligned to initiative program milestones. We will design the overall communication planand also draft initial communications, based on a prioritization agreed with DME leadership.
•Communication & Engagement Materials: We will work closely with DME project leadership to agreeon the key themes associated with outreach messages, and objectives of each outreach and
communication initiative. In this role, we will support the creation of specific communications, workingalongside DME project team members to confirm preferred forms of communication used routinely at
DME (such as digital newsletters, “brownbag'’ meetings, and other formats) around which we will
build our communication plans.
•Change Enablement Plan: We believe it is critical to build a change management plan that: 1)
documents the vision, strategy, and objectives for the EWAM program, 2) reflects major change
management activities and plans, and 3) reflects key milestones / integrates closely with project /program technical activities. We will create an overarching change management plan, which will be
closely monitored throughout the early stages of the program.
Deliverables
Deliverable
l
ReadinessAssessment
L e
(people, process, technology, and data) broughton by the Maximo program, Additional focus onDME's readiness to take-on the program
Inventory and analysis of stakeholders impactedby the enterprise work and asset managementsystem integrator program on the in-scopestakeholders
Identification of change agents across theorganizatIon and supporting training andmaterialsawarer}
Sponsor network and supporting materials toempower sponsor engagement andcommunication
l$!gxiFno Chir•
Readiness Assessment
Stakeholder
Analysis
Maximo Stakeholder•
Assessment Findings
Change Agent Plan Change Agent Plan andAwareness Materials
Sponsor Plan and Awareness•
Materials
DocuSign Envelope ID: 220E24FE-7AFF49DE-A900-COC0945323BB
Denton Municipal Electric / Maximo Implementation Support Service SOW
D D eliverable
[r MPlan ®mMaBBMe Me @Mc c M
that will be used to communicate the changesand develop stakeholder commitment requiredby MaximoPeriodic communications to key DMEstakeholders of the enterprise work and assetmanagement system integrator program toinform, update, and convey important messagesabout the change or any related changes thatcome with itMicrosoft PowerPoint document that defines
the tactical plan across all change managementwork streams (engagement, communications,
learning and measurement) needed to preparestakeholders for their change journey.
•@ M
Communication &
EngagementMaterials
• Leadership Forum Materials• Maximo Communication
Materials
ChangeEnablement Plan •
•
•
•
•
Enterprise-wise Change Plan
Stakeholder Register and Plan
Communication Plan
Sponsor Plan
Change Agent Plan
5 Project Governance
Governance processes will facilitate proper stakeholder evaluation of key decisions throughout the Project
Expected governance will be directed by working under the DME PMO governance structure and consist ofthree levels: Strategic Level, Tactical Level and Operational Level. Each Level will meet at an agreed cadenceto discuss the program and validate success for both DME and 1898 & Co.
The framework for decision-making will drive timeliness and resolution of issues at the appropriate levels. TheSteering Committee will be engaged to confirm decisions and resolve escalated issues. Also, the framework
will keep stakeholders apprised of decisions and impacts to confirm and get feedback. Responsibilities are
defined in the Figure below:
REPORTING ANDESCALATION
• Stakeholder / Exewtfve.Level Comuricatlon
MANAGEMENTAND STRATEGY
STEERING COMMITTEE StrategIc Lavel (5%)
• StrategIc DirectIon• Program Sctedule, Costand Resource DIrectIon• Program Scope/Rele ueManagement• Cross'Team Meetings PROJECT LEADERS.HIP
• Manage nmelire & Scope• ProJect Status Reports• Project Status Meetings• RIsk/ Issue Managennnt• Key Declslors• Resource Management• Mange Project Plan• Schedule Reporting• Ftnamials RevIews• Actuals Vb Bulgets
TactIcal Level (15%)
• Project Lealership andDeclslals• Status / RIsk/ IssueCommunkation aldResolution
TEAM LEADS
OperatIonal Level (80%)
• Team Lead and DirectIon• Issue/ ProblemResolutionStatus ReportIng
RIsk / Issue Recognltbn
TEAM MEMBERS
1898 & Co. ’s Program Management Operational Model
DocuSign Envelope ID: 220E24FE-7AFF-+9DE-A900-COC0945323BB
Denton Municipal Electric / Maximo Implementation Support Service SOW
5.1 Organizational Chart
The program framework of how DME resources, 1898 & Co. and the System Integrator has been created asfollows.
Steering Committee
i gl
Project Team Model
6 Assumptions
The following assumptions have been used to develop this proposal. Should any of these assumptions prove
incorrect or there is any material deviation from the project assumptions, a change order may be required. Insaid case, changes to the project schedule, fees and expenses, deliverables, and/or level of effort required toperform the services covered by this proposal and will be expressed to DME in writing prior to execution.
•
•
=Anything not identified as specifically in scope is excluded from the scope.Any additional scope outside of this proposal and corresponding SOW will require a mutuallyagreed-upon change order.
The time and materials fees are based on the following core assumptions:
o The overall project duration is approximately 104 weekso Section 4.1 role will be a minimum of 16 hours per week for the duration of the project
o Travel is anticipated to support of being onsite 1 time per montho 1898 & Co. will work with DME to confirm specific travel plans
o DME will reimburse 1898 & Co. for actual travel expenses as incurred (Estimated at 9% of
o 1898 & Co. resources will follow travel and expense policies and procedures as defined in
the current Master Services Agreement between Burns & McDonnell and DME
Each party will maintain open communication with the other party at all levels and proactively
resolve issues by escalating unresolved issues to successively higher levels of DME and ourrnanagernent
fees)
DME will commit resources and management involvement as described in this proposal as
required by the work effort to promptly support the delivery of the services and perform the
agreed-upon acceptance procedures. 1898 & Co. shall not incur any penalties due to delayscaused by DME in the event of any delays or failure to provide resources by DME that prevent us
•
•
DocuSign Envelope ID: 220E24FE-7AFF49DE-A900-COC0945323BB
Denton Municipal Electric / Maximo Implementation Support Service SOW
from our ability to meet DME’s established end date, we 1898 & Co, shall not incur any penalties as
a result of the delay
DME is responsible for the contractual relationship with its third-party vendor(s) and facilitatestheir cooperation with our efforts. 1898 & Co. will not be responsible for the performance of othercontractors or vendors engaged by DME
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 applicationsupport software, support licenses and tools will be provided by 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 providedwithin five (5) working days
1898 & Co. shall submit the Deliverables to a defined recipient for review and approval per DMEand 1898 & Co.'s agreed to process
Deliverables submitted to DME for approval will be deemed accepted if, within five
business days after delivery, DME has not provided to 1898 & Co. written notice explicitlyidentifying how the Deliverables fail to comply with their applicable specificationsmaterially
If DME responds within five business days, the Parties will mutually agree on a timeline for
the identified Deliverable(s) to be revised and submitted to DME (the "RevisedDeliverable"). Upon 1898 & Co.’s submission of the Revised Deliverable, DME’s five businessday review period identified above will re-commence
0
0
DME will be responsible for its operation, and use of deliverables provided by 1898 & Co. and
ensuring that the deliverables meet DME's requirements through the signoff and deliverableacceptance procedures noted above
Additional services not included in this response are open for discussion for future services:Testing Support Services
Data Cleansing & Data Conversion
0
0
Integration Services
Analytics & Reporting
Application Rationalization
End User Application Training
0
0
0
0
•
•
•
•
•
6.1 Prerequisites and DME Obligations
In addition to any other responsibilities prerequisites, or assumptions described in this SOW, set forth belowis 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 the
terms set out herein (collectively “DME's Obligations”). If any of DME’s Obligations are not performed orprove to be incorrect, it may cause changes to the fees, and expenses, level of effort required, or otherwiseimpact on 1898 & Co. ’s performance of the Services described in this SOW, and 1898 & Co. shall have no
liability for delays in performing Services to the extent such delays were caused solely and directly by DMEfailure to correctly perform its obligations. Both parties will mutually agree and execute a change order if
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, andtake ownership for the outcomes
Any Confidential Information disclosed to third parties contracted by DME shall be subject to the
confidentiality obligations of the Agreement
DocuSign Envelope ID: 220E24FE-7AFF49DE-A900-COC0945323BB
Denton Municipal Electric / Maximo Implementation Support Service SOW
•
•
•
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 avirtual machine. DME would be responsible for setup of the virtual machine, VPN and anysoftware 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
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 regulatory
services 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 otheragreements it has with third parties
7 Schedule
Anticpated Start date of June 1st, 2023 until June 1st, 2025 for a total of 24 months.
DocuSign Envelope ID: 220E24FE-7AFF49DE-A900-COC0945323BB
Denton Municipal Electric / Maximo Implementation Support Service SOW
Consulting Services
TransformationChley &
Readiness
Foundational for Initial Release
8 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 changecould affect the cost, delivery schedule or other terms of the Contract, both DME and Consultant must
approve the change before the change is implemented, by executing a Change Request. If either Partywishes to make a change, it shall notify the other Party of the requested change in writing, including
sufficient details to enable the other Party to evaluate the change. Within a reasonable period, Consultantshall 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. BothParties shall continue to proceed in accordance with the agreed upon terms and conditions then in effect
while Change Requests are being reviewed and approved.
9 Escalation Process
Significant issues related to resource skills, availability. and quality. which cannot be resolved by the coreteam. will be governed by the framework defined in Section 5 and follow a specific escalation pathframework defined in the process and figure below:
Representatives at each stage should make good faith efforts to resolve any issue, that is within theirauthority, within IO business days.
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,
DocuSign Envelope ID: 220E24FE-7AFF49DE-A900-COC0945323BB
Denton Municipal Electric / Maximo Implementation Support Service SOW
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 that
end, 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.
Escalation Process Overview
Escalate Issueto Tactical Level
1898 & Co.’s Issue Management Process
DocuSign Envelope ID: 220E24FE-7AFF49DE-A900-COC0945323BB
Denton Municipal Electric / Maximo Implementation Support Service SOW
IO Pricing
1898 & Co. will perform its Services on a time and materials basis. Based on the terms set forth in the SOW,1898 & Co's fees for its services will be $700,588 plus expenses not to exceed 9% of 1898 & Co. fees will
include, but not necessarily limited to, travel and lodging expenses, and all taxes, as applicable, and will bebilled as incurred
The rates below are effective for services through December 31st. 2023 and are subject to revision thereafter.
Monthly invoices will be submitted for payment covering services and expenses during the preceding month.Invoices are due upon receipt. A late payment charge of 1.5% per month may be added to all amounts notpaid within 30 days of the invoice date.
Details Duration
1(B!\!Me B<36 Weeks
Price Estimate
4.1: Ow@@Mr
4.2: Transformation Change Journey and Business ReadinessTotal Fees
Total Expenses (9% of Fees)Total Cost
$611,5 12
$89,068
$700,588
$63,053
$763,641
Estimated Fee Breakdown by Calendar Year:
Details 2023 2024 2025
$99,960
$99,960
4.1 IbMmr Mr
4.2: Transformation Change Journey and Business ReadinessTotal Fees
2
$74,223
$208,023
Professional services hours will be charged using the following rate classifications:
Scope
4.1: BMw ers MErleer4.2 Change Transformation
4.2 Change Transformation
Senior EAM Consultm
Change Lead
Change Consultant
M
$335
$224
M
$28,140
$60,928
DocuSign Envelope ID: 220E24FE-7AFF49DE-A900-COC0945323BB
Denton Municipal Electric / Maximo Implementation Support Service SOW
DME Representative
Name / Title: Christa Christian, ProcurementEmail: christa.christian@cityofdenton,corn
Responsibility: DME representative
1898 & Co. Representative
Name / Title: Chris Underwood
Email: chris.underwood@1898andco,corn
Phone: 1 (816) 822-4313
Responsibility: VP – 1898 & Co
IN 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
By:
Name:
Title:
Date:
Burns & McDonnell Engineering Inc
d/b/a 1898 & Co. Engineering Co, Inc.
A tht
By:
Name: Chris Underwood
Title: Vice President & General Manager
.March 20, 2023
DocuSign Envelope ID: 220E24FE-7AFF49DE-A900-COC0945323BB
[bcuSign
Certificate Of Completion
Envelope Id: 220E24FE7AFF49DEA900COC0945323BB
Subject: Please DocuSign: City Council Contract 7804-009 Owner's Engineer Maximo Implementation
Source Envelope:
Status: Completed
Document Pages: 36
Certificate Pages: 6
AutoNav: Enabled
Signatures: 5
Initials: 1
Envelope Originator:
Christa Christian
Envelopeld Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901 B Texas Street
Denton, TX 76209
Christa.Christian@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: Original
4/1 1/2023 10:14:15 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: 4/1 1/2023 10:23:57 AM
Viewed: 4/1 1/2023 10:24:25 AM
Signed: 4/1 1/2023 10:24:30 AM
Completed
Using IP Address: 198.49.140.10
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication(None)
Sent: 4/1 1/2023 10:24:33 AM
Viewed: 4/12/2023 8:29:20 AM
Signed: 4/1 2/2023 8:32:33 AM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
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)
Sent: 4/12/2023 8:32:36 AM
Viewed: 4/1 7/2023 2:56:27 PM
Signed: 4/1 7/2023 3:05:54 PM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Robb Montgomery
robb.montgomery@ 1898andco.com
Director
Security Level: Email, Account Authentication(None)
'DocuSlgrnd byEL&tIer#f RnI
Sent: 4/17/2023 3:06:00 PM
Viewed: 4/18/2023 8:09:17 AM
Signed: 4/18/2023 8:12:12 AM
Signature Adoption: Pre-selected Style
Using IP Address: 45.22.105.57
Electronic Record and Signature Disclosure;
Accepted: 9/7/2022 9:49:52 AMID: 2f536dcb-77b82le6f-b64e-23c45613f34c
Signer Events
Antonio Puente
Antonio.Puente@cityofdenton.com
DME General Manager
Security Level: Email, Account Authentication
(None)
Signature
Docu81gned bIC
[dhfabio PwattE3760944C2BF4BS.
Timestamp
Sent: 4/18/2023 8:12:16 AM
Viewed: 4/18/2023 8:23:16 AM
Signed: 4/1 8/2023 8:23:33 AM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:Accepted: 4/1 8/2023 8:23:16 AMID: ff095c95-6ea72lf66-8615-le456e2 1 a643
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: 4/1 8/2023 8:23:36 AM
Viewed: 5/1 7/2023 8:10:24 AM
Signed: 5/1 7/2023 8:11 :29 AMUsing IP Address: 198.49.140.10
Sara Hensley
sara.hensley@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication(None)
Sent: 5/17/2023 8:11 :33 AM
Viewed: 5/17/2023 8:26:51 AM
Signed: 5/17/2023 8:27:00 AM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jesus Salazar
jesus.salazar@cityofdenton.com
Security Level: Email, Account Authentication(None)
-DocuSigrnd brpI Iq'sS„w.2437C77B887541 D.
Sent: 5/17/2023 8:27:04 AM
Viewed: 5/17/2023 8:44:04 AM
Signed: 5/1 7/2023 8:44:51 AM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:Accepted: 5/1 7/2023 8:44:04 AMID: f5647276-350b4c96-ac00-60b4a150c09e
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: 4/1 1/2023 10:24:34 AM
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: 4/1 8/2023 8:23:36 AM
Viewed : 4/1 8/2023 3:58:58 PM
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Sent: 5/1 7/2023 8:44:54 AM
Viewed : 5/17/2023 2:11:12 PM
Jerry Looper
jerry.looper@cityofdenton.com
System Operations and Compliance Division
Manager
Denton Municipal Electric
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Accepted: 5/5/2023 11 :03:27 AMID: 7e38b213-7aebzld62-b4e3-dlc04e24147e
Sent: 5/17/2023 8:44:56 AM
Viewed: 5/17/2023 9:06:22 AM
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events
Envelope Sent
Envelope Updated
Certified Delivered
Signing Complete
Completed
Status Timestamps
4/1 1/2023 10:23:57 AM
5/2/2023 2:54:34 PM
5/1 7/2023 8:44:04 AM
5/1 7/2023 8:44:51 AM
5/17/2023 8:44:56 AM
Hashed/Encrypted
Security Checked
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: Robb Montgomery, Antonio Puente, Jesus Salazar, Jelly Looper
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