23-1414FILE REFERENCE FORM ngc1
X Additional File Exists
Additional File Contains Records Not Public, According to the Public Records Act
Other
FILE(S)Date Initials
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ORDINANCENO. 23-1414
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONALSERVICES AGREEMENT WITH 1898 & CO, A DIVISION OF BURNS & MCDONNELLENGINEERING COMPANY, INC., FOR PROFESSIONAL ENGINEERING SERVICES TO THEDENTON MUNICIPAL ELECTRIC SYSTEMS OPERATION DEPARTMENT; PROVIDINGFOR THE EXPENDITURE OF FUNDS THEREFORE; AND PROVIDING AN EFFECTIVE
DATE (RFQ 7804-olo - PROFESSIONAL SERVICES AGREEMENT FOR PROFESSIONALSERVICES AWARDED TO 1898 & CO, A DIVISION OF BURNS & MCDONNELLENGINEERING COMPANY, INC., IN THE THREE (3) YEAR NOT TO EXCEED THE
AMOUNT OF $892,320.00).
WHEREAS, on December 14, 2021, the City Council approved a pre-qualified professional
services list of professional engineering services for Denton N41unicipal 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 1898 & Co, a division of Burns & McDonnell Engineering Company, Inc., to
provide professional engineering services for the City of Denton, a copy of which is attached hereto
and incorporated by reference 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 by
reference.
SECTION 5. This ordinance shall become effective immediately upon its passage and
approval.
Th, m,ti,„ t, ,pp„„e this ordinance was made by Br i'_ b,. L
seconded by h '_ J .q C=\,,,££ hl (p c c. . This ordinance was passed and approved bythe following vote [1- ILI :
Aye Nay Abstain Absent
Mayor Gerard Hudspeth:Vicki Byrd, District 1 :Brian Beck. District 2:Paul Meltzer. District 3 :
Joe Holland, District 4:
Brandon Chase McGee, At Large Place 5 :
Chris Watts, At Large Place 6:
aZ,ZL,/,/
PASSED AND APPROVED this the if I dayof QoS,sI J 2023,
$r 1C) ][11111LG
ATTEST:
JESUS SALAZAR, CITY SECRETARY
b\\\ t tIjl 11111
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
DN: cn=Marcella Lunn, o, ou=Cityof Denton,
Digitally signed by Marcella Lunn
Date: 2023.07.1 1 11 :26:40 -05'00'
DocuSign Envelope ID: 831F8937-CC974003-ADOC-AODD154D5569
DENTON
Docusign City Council Transmittal Coversheet
7804-010
File Name I ut111ty Network cloud Managementse rvi ces
PurchasingCo,t„t c h'i;t’ ch'1'tl;-
City Council Target Date AUGUST 1 ’ 2023
Not Applicab1 ePiggy Back Option
Contract Expiration
23 1414Ordinance
PSA
AUGUST 1, 2026
DocuSign Envelope ID: 831F8937-CC974003-ADOC-AODD154D5569
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND 1898 & Co., a division of BURNS & MCDONNELLENGINEERING COMPANY, INC
(CONTRACT 7804-010)
THIS CONTRACT is made and entered into this date 08/01/2023 , by and
between 1898 & Co., a division of Burns & McDonnell Engineering Company, Inc., a Missouri
corporation, whose address is 9400 Ward Parkway, Kansas City, Missouri 64114, hereinafter
referred to as "Engineer," and the CITY OF DENTON, TEXAS, a home rule municipal
corporation, hereinafter referred to as "City," to be effective upon approval of the Denton CityCouncil and subsequent execution of this Contract by the Denton City Manager or his duly
authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Engineer shall provide products and/or services in accordance with the Master Services
and Solutions Agreement (“MSSA”), a copy of which is attached hereto and incorporated herein for all
purposes as Exhibit “B”. The Contract consists of this written agreement and the following items
which are attached hereto and incorporated herein by reference:
(a)
(b)
(C)
(d)
Special Terms and Conditions (Exhibit “A”);1898 Burns & McDonnell Master Services and Solutions Agreement “MSSA”
(Exhibit “B”) ;
Certificate of Interested Parties Electronic Filing (Exhibit "C");Form CIQ – Conflict of Interest Questionnaire (Exhibit "D");
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to the written agreement then to the contract documents in the order in which they are listed
above. These documents shall be referred to collectively as “Contract Documents.“
Prohibition On Contracts With Companies Boycotting Israel
Engineer acknowledges that in accordance with Chapter 2271 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless the
contract contains a written verification from the company that it: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and
“company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this agreement, Engineer certifies that Engineer’s signature
provides written verification to the City that Engineer: (1) does not boycott Israel; and (2) will
not boycott Israel during fhe term of the agreement. Failure to meet or maintain the requirements
under this provision will be considered a material breach.
Contract # 7804-010
DocuSign Envelope ID: 831F8937-CC974003-ADOC-AODD154D5569
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 certiftes that Engineer’s signature provides written yeti$cation to the City
that Engineer, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement
and will not become ineligible to receive payments under this agreement by doing business with
Iran, Sudan, or a foreign terrorist organization . Failure to meet or maintain the requirements
under this provision will be considered a material breach.
Prohibition on Contracts with Companies Boycotting Certain Energy Companies
Engineer acknowledges that in accordance with Chapter 2274 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless thecontract 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 inSection 809.001 of the Texas Government Code. By signing this agreement, Engineer certifies
that Engineer’s signature provides written vert$cation to the City that Engineer: (1) does notboycott energy companies; and (2) will not boycott energy companies during the term of the
agreement. Failure to meet or maintain the requirements under this provision will be considereda material breach.
Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and FirearmTrade Associations
Engineer acknowledges that in accordance with Chapter 2274 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless the
contract contains written verification from the company that it (1) does not have a practice, policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association; and
(2) will not discriminate during the term of the contract against a firearm entity or firearm trade
association. The terms “discriminate against a firearm entity or firearm trade association,“
“firearm entity” and “firearm trade association” shall have the meanings ascribed to those termsin Chapter 2274 of the Texas Government Code. By signing this agreement, Engineer certifies
that Engineer’s signature provides written verifIcation to the City that Engineer: (1) does not
have a practice, policy, guidance, or directive that discriminates against a firearm entity or
fIrearm trade association; and (2) will not discriminate during the term of the contract against
a fIrearm entity or firearm trade assocIation. Failure to meet or maintain the requirements under
this provision will be considered a material breach.
Termination Right for Contracts with Companies Doing Business with Certain Foreign-
Owned Companies
The City of Denton may terminate this Contract immediately without any further liability if the
City of Denton determines, in its sole judgment, that this Contract meets the requirements under
Chapter 2274, and Engineer is, or will be in the future, (i) owned by or the majority of stock or
other ownership interest of the company is held or controlled by individuals who are citizens of
Contract # 7804-010
DocuSign Envelope ID: 831F8937-CC974003-ADOC-AODD154D5569
China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by theGovernment of China, Iran, North Korea, Russia, or other designated country, or (iii) is
headquartered in China, Iran, North Korea, Russia, or other designated country.
The parties agree to transact business electronically. Any statutory requirements that certain terms
be in writing will be satisfied using electronic documents and signing. Electronic signing of this
document will be deemed an original for all legal purposes.
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
1898 & Co., a division of BURNS &McDONNELL ENGINEERINGCOMPANY, INC.
THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED
as to financial and operational obligationsand business terms.
AUTHORIZED SIGNATURE
Date: 6/29/2023
tLht€)hib pIHAIL Antonlo Puente
WW'--- PRINTED NAME
Printed Name: Chris Underwood
Title. vice PresIdent
DME Genera1 ManagerTITLE
913 . 486 . 6858
PHONE NUMBER
E1 ect ric chri s . underwood@1898andco . com
DEPARTMENT EMAIL ADDRESS
2023-TEXAS ETHICS COMMISSIONCERTIFICATE NUMBERAPPROVED AS TO LEGAL FORM:MACPWMD, CITY ATTORNEY
]B11b 1(1r : [ fUeI!rf!!]!<!? A !!W
CITY OF DENTON, TEXAS
ATTEST:
JESUS SALAZAR,
rNTEW£„Im, SECRETARY
1B IIr : L e y 7 71!111Lsff) IILr
SARA HENSLEYCITY MANAGER
Date: 08/01/2023
Contract # 7804-010
DocuSign Envelope ID: 831F8937-CC974003-ADOC-AODD154D5569
Exhibit A
1.The ENGINEER shall be compensated for all services provided pursuant to thisAGREEMENT in an amount not to exceed $892,320.00 in the manner and in accordance
with the fee schedule as set forth in Exhibit B. Payment shall be considered full
compensation for all labor, materials, supplies, and equipment necessary to completethe services described in Exhibit B.
2.Unless otherwise terminated pursuant to MSSA Section 5 herein, this AGREEMENT
shall be for a contract term of three (3) years, effective from date of award or notice toproceed as determined by the City of Denton Purchasing Department. At the sole
option of the City of Denton, the Contract may be further extended as needed, not toexceed a total of six (6) months as set forth in Exhibit B.
Contract # 7804-010
DocuSign Envelope ID: 831F8937-CC97z1003-ADOC-AODD154D5569
Exhibit B
1898 Burns & McDonnell Master Services and Solutions Agreement “MSSA”
Contract # 7804-010
DocuSign Envelope ID: 831F8937-CC974003-ADOC-AODD154D5569
Iq?!i Exhibit B
MASTER SERVICES AND SOLUTIONS AGREEMENT
This Master Services and Solutions Agreement (“MSSA”) is made by and between City of Denton (“Client”)
and 1898 & <tgT a division of Bl{oeRIMcDonnell Engineering Company, Inc., a Missouri Corporation(“1898”) this day of - ---'-- - 2023 (“Effective Date") .
Client from time to time requires professional services and/or technology solutions in connection withClient’s business. Therefore, Client and 1898, in consideration of their mutual covenants, agree as follows:
SECTION 1 - GENERAL TERMS
1.1 1898 shall serve as Clients professional consultant as detailed in subsequent Task Orders to whichthis MSSA applies, and shall give consultation and advice to Client during the performance of 1898’s
services (“Services”) .
1.2
1.3
1.4
Services on any assignment shall be undertaken only upon written authorization of Client and
agreement of 1898. The Parties shall use the form of Task Order attached hereto as Exhibit 1.
1898’s Services will be performed solely for the benefit of Client and are not intended for the benefit
of any other persons or entities.
1898 and Client shall execute additional documents (“Ordering Documents”) to detail obligations andrights as between the Parties relating to software licenses, hardware, or services obtained from 1898
("Solutions”). Such Solutions may be obtained from third-party providers (“Third-Party Solutions”) ordeveloped by 1898 (“1898 Solutions”) and such Ordering Documents will be subject to the terms andconditions of this MSSA. Each capitalized term used in the MSSA has the meaning set forth herein.
1.5 If either Party desires to modify this MSSA, such modification shall be communicated in writing to theparties below. No modifications to this MSSA will be valid unless an amendment reflecting agreedto modifications is signed by both Parties.
SECTION 2 - SERVICES AND SOLUTIONS
2.1 Services. 1898 agrees to provide the Services and Solutions set forth in each Task Order. Unless
otherwise agreed to in the Task Order, payments will be made on a time and materials basis. Ifapplicable, 1898 shall quote all compensation for labor at the per hour rates specified in AppendixA to any associated Task Order.
2.2 Modifications. If Client desires to modify the Services or include additional services at any time duringthe term of an associated Task Order, Client shall describe the additional services or deliverables to
1898 in writing (“Change Notice”). Within fourteen (14) calendar days of such Change Notice, 1898shall submit a proposal (“Change Order”) which includes a statement of any additional compensationand, if the Change Notice is provided prior an initial acceptance of a deliverable, any additional timeor other adjustments to the schedule resulting from the proposed Change Order. Upon Clients
approval of a Change Order, 1898 shall issue a Change Order substantially in the format of Exhibit2. Any additional deliverables or changes to the scope described in the Change Order shall be subjectto acceptance testing as described in the associated Task Order.
2.3 Data Security. 1898 utilizes third-party hosting providers that have implemented industry standardsecurity measures, systems, and procedures designed to protect against normally anticipated threatsor hazards to the security or integrity of Clients Confidential Information. Upon request by Client,
1898 will provide a copy of the most recent service auditor’s report for such third-party hostingproviders
2.4 Ownership of 1898 Solutions. If any 1898 proprietary software is part of the 1898 Solution orcontained in the Ordering Documents, 1898 grants to Client a non-exclusive, non-transferable license
to use the software, subject to the terms of this MSSA and the applicable Ordering Document. Client
MSSA 1898&Co & Denton Municipal Electric
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18984 Exhibit B
represents that it has the authority to bind each User to the use restrictions set forth in this MSSA or,as applicable, in the Ordering Documents. The 1898 Solution is proprietary to 1898, is based uponand contains trade secrets and other Confidential Information provided however this Section is
subject to the Texas Public Information Act. No right to use, print, copy, modify, create derivative
works of, adapt, translate, distribute, disclose, decompile or reverse engineer the 1898 Solution isgranted, except as expressly set forth in this MSSA or applicable Ordering Documents. 1898
reserves all right, title, and interest to the 1898 Solution, and the 1898 intellectual property containedtherein licensed to Client pursuant to this MSSA and all rights not expressly granted hereunder. Alllicense grants herein are conditioned upon receipt of payment pursuant to Section 4.
2.5 Ownership of Third-Party Solutions. Client’s use rights and license limitations to any Third-PartySolution (a) shall be enumerated in the Ordering Documents; (b) such license is solely between thethird-party and Client; (c) such license takes precedence if it conflicts with this MSSA; and (d) suchthird-party license may not be expanded by this MSSA. All right, title and interest to any third-partysoftware, hardware, or service that is embedded or part of a Solution, including any suggestions,ideas, enhancement requests, feedback, recommendations or other information provided by Client,shall remain the property of such third-party provider. All license grants herein are conditioned uponreceipt of payment pursuant to Section 4.
2.6 Ownership of Deliverables. Unless specifically identified in a Task Order, all right, title, and interestto any deliverable associated with the Services and Solutions will be solely owned by 1898 or itsthird-party provider. If Client acquires any rights, title, or interests in a deliverable delivered as partof the Services, Client will grant 1898 an exclusive, unlimited, irrevocable, fully paid, royalty-free,worldwide perpetual right to use, publicly display, create derivative works, modify, distribute, and
reproduce such deliverable. Except as expressly set forth pursuant to this Agreement, 1898 or the
Third-Party Solution provider (and its licensors, where applicable) will retain all intellectual propertyrights relating to the Solution or any suggestions, ideas, enhancement requests, feedback,
recommendations or other information provided by Client relating to the Solution, which are herebyassigned to 1898 or the Third-Party Solution provider.
2.7 Warranty – if any third-party goods or products are included as part of the 1898 Solution, the third-
party supplier warranty will be provided in the Ordering Documents, the warranty shall be directlyassigned to Client, and the warranty obligation and any remedies so provided shall be solely andexclusively as to between Client and third-party supplier. 1898 makes no warranty, express or
implied, to Client with regards to Third-Party Solutions. Such warranty is conditioned upon receipt offull and final payment to 1898 by Client, for the Third-Party Solution under the applicable Task Order.
SECTION 3 - CLIENT RESPONSIBILITIES
3.1 Usage. Client will not, and will use reasonable efforts to ensure that its employees, agents,contractors, or contingent workers that have access to any 1898 Solutions (“Users”) do not: (a) sell,
resell, lease, lend, or otherwise make available the 1898 Solutions in whole or in part to a third party;(b) modify, adapt, translate, reverse engineer or make derivative works of the 1898 Solutions; (c)knowingly transmit any viruses or programming routines intended to damage, surreptitiouslyintercept, or expropriate any system, data, or personal information; or (d) sublicense or operate the
1898 Solutions for timesharing, rental, outsourcing, or service bureau operations, or to train personsother than its Users. Client will manage and maintain communications, connections, and devices forits Users at all locations.
If Client acquires a Third-Party Solution pursuant to this MSSA, Client warrants it shall abide by theterms of any associated licensing or use rights agreements included in the Ordering Documents orattached hereto.
3.2 Credentials. Client will (a) credential all Users and determine the correct privileges for each User, (b)use reasonable efforts to ensure that all Users use the 1898 Solutions or Third-Party Solutions in
MSSA 1898&Co & Denton Municipal Electric
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1898£
8wntq}\+too'ntu
Exhibit B
accordance with the Ordering Documents and for no other purpose, and (c) be responsible for anyactivities that occur under the Client’s or Users' accounts or passwords.
3.3 Unauthorized Use. Client will use reasonable efforts to prevent unauthorized use of the 1898Solutions or Third-Party Solutions, and to terminate any unauthorized use. Client will promptly notify1898 of any unauthorized use of, or access to, the 1898 Solutions or Third-Party Solutions of whichit becomes aware. Client agrees to provide information requested by 1898 to verify Client’scompliance with this MSSA. Client is also responsible for (a) its security and privacy compliance,including obtaining consents and authorizations where necessary; (b) implementing reasonablesecurity capabilities and policies and procedures to minimize or prevent unlawful access by Client orits Users, and access by unauthorized persons; and (c) any unlawful or unauthorized use byauthorized persons.
3.4 Audit Rights. Not more than once per year, 1898 may, at its expense, audit Client’s compliance with
this Agreement or any underlying Task Orders or Ordering Documents. Any such audit will beconducted during Client’s business hours and will not unreasonably interfere with Client’s businessactivities. Client shall provide 1898 with all reasonable assistance and information required to enable
it to determine whether Client is compliant this Agreement. If the audit reveals that Client hasunderpaid amounts due under this Agreement, Client shall pay such amounts within thirty (30) days
after receiving notice, plus interest at the rate set forth in Section 4.3. If the audit reveals that Clienthas underpaid amounts totaling five percent (5%) or more of the amounts due in any year, Clientshall reimburse 1898 for all reasonable costs, fees, and expenses associated with such audit withinthirty (30) days after receiving notice.
3.5 Notification of Delays or Errors. Client shall provide timely notice to 1898 of any anticipated delaysto the planned Services or Solutions caused by, or otherwise attributable to Client. Client shall also
promptly notify 1898 of any errors, inconsistencies, or omissions Client discovers in the Services orSolutions. Unless promptly notified, 1898 shall not be responsible for any costs incurred by Clientwhich would have been avoided if prompt notification had been given as required. 1898 shall beentitled to an equitable adjustment in schedule and compensation and will provide a Change Noticeto Client to reflect time and cost impacts to the planned and efficient execution of the Services andSolutions
SECTION 4 - COMPENSATION
4.1
4.2
Compensation. Client shall pay 1898 for services rendered and reimbursable expenses as stated inthe Task Order and pursuant to this Section 4.
Invoices. Unless otherwise agreed to in a specific Task Order, monthly invoices will be submitted by
1898 to Client for progress on Services performed in the previous month. Separate invoices will beissued upon delivery, or as further indicated in specific Task Orders or Ordering Documents, for 1898
Solutions or Third-Party Solutions.
4.3 Payments. Invoices are payable within 30 days of receipt of invoice. A late payment charge of oneand a half percent (1.5%) per month or any partial month or the maximum amount allowed by law(whichever is less) will be added to amounts not received within thirty (30) days of the invoice date.Time is of the essence in payments of invoices, and timely payment is a material part of theconsideration of this MSSA. Costs, including reasonable attorney's fees, incurred by 1898 incollecting any delinquent amount shall be reimbursed by Client. If a portion of 1898’s invoice isdisputed by Client, the undisputed portion shall be paid by Client by the due date. Client shall advise
1898 in writing of the basis for any disputed portion of any invoice.
4.4
4.5
Reserved
Additional Services or Modified Services. For additional or modified Services, or reduced or changed
or impacted scope of Services, the schedule, and compensation and amount of payment for the
MSSA 1898&Co & Denton Municipal Electric
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18984
BvqNt{\qtDoqhnl
Exhibit B
applicable Task Order shall be adjusted by Change Order on a mutually agreeable basis. Labor shallbe on an hourly rate schedule (found in Appendix A), or as otherwise agreed to by the Parties.
4.6 Expenses. Reimbursable expenses for such items as airfare, rental car, lodging, meals, postage, andshipping, and other such costs shall be billed to Client at 1898’s direct cost.
SECTION 5 - TERM & TERMINATION
5.1 Term. This MSSA shall remain effective until the later of (a) 90 days after the expiration of all TaskOrders in accordance with this MSSA; (b) expiration of any Ordering Document, as and if applicable;or (c) termination of this MSSA as defined below. The term of each Task Order or other OrderingDocument is set forth in the applicable Task Order or other Ordering Document. Third-Party Solutionsmay include a term different than stated herein and such term will be specific to such Third-PartySolution
5.2 For Cause. Either Party may terminate this MSSA or any specific Task Order upon thirty (30) days'written notice in the event of substantial failure to perform a material requirement by the other party,including, but not limited to and by way of example, (a) payment by Client is a material requirementand breach by failure to timely pay undisputed amounts would be substantial failure; or (b) theconfidentiality or license grant sections are material requirements, and breach of those sections shall
be deemed a substantial failure to perform.
5.3 For Convenience. Either Party may terminate this MSSA upon ninety (90) days' written notice if allassociated and applicable Task Orders and Ordering Documents have expired prior to suchtermination. In the event the Contract spans multiple fiscal years, the City’s continuing performanceunder the Contract is contingent upon the appropriation of funds to fulfill the requirements of theContract by the City Council of the City of Denton. If the City Council of the City of Denton fails toappropriate or allot the necessary funds, City shall issue written notice to Contractor that City mayterminate the Contract without penalty, further duty, or obligation.
5.4 1898 Compensation. If the MSSA or any Task Order or Ordering Document is terminated in part orin whole for reasons other than the fault of 1898, 1898 shall be compensated for all undisputedamounts related to Services performed and expenses incurred prior to the date of termination inaccordance with the provisions of Section 4 above.
5.5 1898 Liability. 1898 shall have no liability to Client or third parties for Services or Solutions (a)
completed or modified by Client or others provided however 1898 will retain liability for any Servicesor Solutions provided prior to completion or modification; or (b) that are incomplete due to an earlytermination by either Party prior to final completion of 1898's Services under the Task Order; or (c)Third-Party Solutions provided however 1 898 will retain liability for any Third Party Solutions for whichClient does not execute a separate license agreement, including any errors or omissions or warrantyobligations, if any of the same are applicable.
5.6 Survival. Sections 5.5, 7, 8, and 9 shall survive any termination of this MSSA or of a Task Order byany party.
SECTION 6 – INSURANCE
6.1 1898 Insurance. During the course of performance of its Services, 1898 shall maintain the followinginsurance (all amounts stated are in U.S. Dollars):
General Liability Insurance , with a combined single limit of $1,000,000 for each occurrence and$1,000,000 in the aggregate.
Automobile Liability Insurance , with a combined single limit of $1,000,000 for each accident.
Workers' Compensation Insurance in accordance with statutory requirements and Employers'Liability Insurance, with a limit of $500,000 for each accident.
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Exhibit B
6.2 Client’s Insurance. During the course of performance of its Services, Client shall maintain thefollowing insurance (all amounts stated are in U.S. Dollars):
General Liability Insurance, with a combined single limit of $1,000,000 for each occurrence and
$1,000,000 in the aggregate.
Automobile Liability Insurance, with a combined single limit of $1,000,000 for each accident.
Workers' Compensation Insurance in accordance with statutory requirements and Employers'Liability Insurance, with a limit of $500,000 for each accident.
Umbrella/Excess Liability Insurance coverage on a follow form basis and sitting excess of theCommercial General Liability, Automobile Liability, and Employers Liability Insurance requiredherein, with limits not less than $3,000,000 per occurrence and general aggregate on a perproject/location aggregate basis.
All Risk Property Insurance including coverage for Client’s property, tools and equipment usedand necessary in the performance of Services under this contract.
Cyber Liability Insurance including coverage for Network Security and Privacy Liability with aminimum limit of $250,000 per claim and annual aggregate covering all network security andprivacy injury liability risks, including but not limited to unauthorized access, failure of security,
breach of privacy perils, wrongful disclosure of information, network interruption, data restoration,media liability, cyber extortion, as well as notification costs and regulatory defense, in theperformance of Services and Solutions under this contract.
6.2.1 Prior to commencing any services hereunder, Client shall provide 1898 with certificatesevidencing that (a) all insurance obligations required by the Task Orders and OrderingDocuments (as applicable) are in full force and in effect and will remain in effect for theduration required by such and (b) no insurance coverage will be canceled or renewalrefused unless at least thirty (30) days’ prior written notice is given to 1898.
6.2.2 Except for Workers Compensation and Employers Liability, the insurance policiesrequired herein shall list 1898 as an additional insured. Client shall also require its other
contractors to name 1898, along with Client as an indemnitee, the beneficiary of anywaiver of subrogation, and with respect the other contractor’s automobile, generalliability, and excess liability policies of insurance as an additional insured.
6.3 Waiver of Subroqation. Client and 1898 waive against each other and their respective consultants,subcontractors, sub-subcontractors, agents and employees of each and all of them, all rights ofrecovery, and their insurer's rights of subrogation, for damages covered by property, automobile, orgeneral liability insurance provided herein. Client and 1898 shall, where appropriate, require similar
waivers of subrogation from consultants and subcontractors and shall require each of them to includesimilar waivers in their contracts.
SECTION 7 - CONFIDENTIALITY
7.1 Confidential Information. The Parties hereby acknowledge that all non-public information provided byor relating to another Party (“Confidential Information”) pursuant to this MSSA constitutes tradesecrets and confidential information of the disclosing Party. Confidential Information includes, without
limitation, (a) pre-existing works, (b) Client materials and data, (c) 1898's methods and designs, (d)either Party’s client information, and (e) either Party’s trade secrets or other intellectual property. NoParty shall sell, transfer, disclose, display or otherwise make available any of another Party’sConfidential Information or copies or portions thereof to any other entity or third party (other thanemployees and contractors on a need-to-know basis who are bound in writing by confidentiality
obligations, which are no less protective than those contained herein and survive any termination orexpiration of the employee's employment or contractor's agreement with the receiving Party), or
MSSA 1898&Co & Denton Municipal Electric
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Bu#Ht{CKDOqN ru
Exhibit B
otherwise use another Party's Confidential Information, except as expressly permitted under, and incompliance with, this MSSA. The Parties agree to secure and protect the other Parties' ConfidentialInformation so as to maintain the proprietary and confidentiality rights of the disclosing Party therein,
including appropriate instructions to and agreements with its employees and contractors. Withoutlimiting the foregoing, each of the Parties shall use at least the same procedures and degree of carewhich it uses to prevent the disclosure of its own confidential information of like importance to preventthe disclosure of Confidential Information disclosed to it by the other Party under this MSSA, but inno event less than reasonable care.
7.2 Limitations. The provisions of this section do not apply to information: (a) generally available to, orknown by, the public prior to the time of disclosure by the disclosing Party; (b) that becomes publiclyknown and made generally available after disclosure by the disclosing Party to the receiving Partythrough no action or inaction of the receiving Party; (c) which can be documented as previously knownby the receiving Party prior to disclosure thereof by the disclosing Party; (d) disclosed to the receivingParty by a third party having no confidentiality obligations with respect to such information; (e)required by law to be disclosed by the receiving Party, provided that the receiving Party gives the
disclosing Party prompt written notice of such requirement prior to such disclosure and assistance inobtaining an order protecting the information from public disclosure; or (D to the extent that thereceiving Party has obtained written consent of the disclosing Party, but only to the extent expresslyauthorized in such written consent.1898 acknowledges that the City of Denton must strictly complywith the Public Information Act, Chapter 552, Texas Government Code in responding to any requestfor public information related to this Agreement. This obligation supersedes any conflicting provisions
of this Agreement. All written material submitted by 1 898 to the City of Denton shall become propertyof the City upon receipt. Any portions of such material claimed by 1898 to be proprietary must beclearly marked as such. Determination of the public nature of the material is subject to the TexasPublic Information Act, chapter 552, and Texas Government Code.
7.3 Injunctive Relief. The Parties agree and acknowledge that money damages may not be an adequateremedy for any breach of this section and that a Party may, in its sole discretion, apply to any courtof law or equity of competent jurisdiction for injunctive relief in order to prevent any such breach.
SECTION 8 - SERVICES STANDARD OF CARE AND SOLUTION WARRANTY
8.1 1898 Solution Warranty. Unless otherwise stated in an Ordering Document, the 1898 Solution willbe “as-is" without warranty, unless the applicable Task Order includes installation and UserAcceptance Testing services (“UAT”) by 1898. Such UAT shall demonstrate that the 1898 Solutioncan function in the specified operating environment substantially in accordance with thedocumentation. After “go-live” or accepted as ready for production use, the software is thereafterprovided “as-is" without warranty; provided, however, if Ordering Document includes an agreementfor maintenance and support services, the coverage period under the Ordering Document shall apply
from "go-live” or ready for production use date.
8.2 1898 Solution Warranty Remedy. In the event of a breach of the warranty in 8.1, 1898 will repair orreplace the failing item so that it performs in accordance with such warranty. If, after repeated efforts
(not to exceed six (6) months from the date 1898 receives written notice of the warranty breach),1898 is unable to remediate such warranty claim, 1898 may refund that portion of any pre-paid fees
from the date of the original warranty claim, as calculated in the Ordering Documents, as liquidateddamages
8.3 1898 Services. 1898 will perform the Services associated with the applicable Task Order consistentwith the standards and practices of others providing similar services under similar circumstances attime of performance (“Standard of Care”). Client shall promptly notify 1898 in writing of any failureof 1898 to comply with this standard or any perceived deficiency in its Services. Duringperformance of the Task Order, and for one year after completion of Services, should 1898 receivesuch notice, 1898 at its sole option, may (a) reperform the Services to bring the same into
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conformance with the requirements of the Task Order and the applicable Standard of Care, or (b)1898 may liquidate damages to Client by paying to Client, as refund or otherwise, that portion ofthe compensation for that portion of the Services which are found to be deficient, or otherwise werenot able to be corrected or bought into conformance with Task Order requirements by
reperformance or replacement after commercially reasonable attempts by 1898 to do so.
8.4 Third-Party Solution. 1898 offers no warranty for Third-Party Solutions, or any third-party products orgoods. Any warranty provided to Client will be through the third-party provider of such Third-Party
Solution, products, or goods, and Client will be directed to where those warranties are contained orcan be found in the Ordering Documents. 1898 makes no warranty or representation, express or
implied, and assumes no obligation or liability with regards to Third-Party Solutions, products, goods,or warranties, and Client shall look solely to those third parties for remedies or relief.
8.5 THE OBLIGATIONS AND RIGHTS UNDER THIS SECTION CONSTITUTE THE PARTIES' SOLEAND EXCLUSIVE REMEDIES WITH RESPECT TO ANY NON-CONFORMANCE OF SERVICE ORBREACH OF THIS WARRANTY.
SECTION 9 - INDEMNIFICATION
9.1 General Indemnity. 1898 agrees to defend, indemnify, and hold Client harmless, and the other'sofficers, directors, and employees, from and against third party claims, liabilities, obligations,judgments, and causes of actions (“Third-Party Claims”) and all losses, damages, or expenses(including reasonable attorney’s fees) to the extent such losses, damages, and expenses are causedby the indemnitor’s own negligent acts, errors, or omissions. In the event losses, damages, or
expenses are caused by the joint or concurrent negligence of Client and 1898, they shall be borne
by each party in proportion to its own negligence. The Parties expressly agree that no provision ofthe MSSA is in any way intended to constitute a waiver by Client of any immunities from suit or fromliability that Client may have by operation of law.
9.2 Intellectual Property Indemnity. 1898 will defend, indemnify, and hold Client and its officers, directors,employees, and agents harmless from and against Third-Party Claims and associated costs and
expenses (including reasonable attorneys' fees) to the extent arising out of an allegation that the1898 Solution infringes a third party’s U.S. patent, trademark, or copyright. 1898's indemnificationobligation will not apply to the extent that the Third-Party Claim is based upon: (a) the use of any itemin the 1898 Solution in combination with any other product if such combination is the proximate cause
of the infringement; or (b) the use of the 1898 Solution in violation of this MSSA; (c) the use of the1898 Solution not updated to the latest version offered by 1898 if such latest version incorporates
modifications that would have avoided the infringement claim; (d) third party content supplied ortransmitted by Client or Users; or (e) Third-Party Solutions. If there is a Third-Party Claim relating toClient's use of the 1898 Solution due to an infringement, or if, in 1898's opinion, any of the 1898Solution is likely to become the subject of a Third-Party Claim of infringement, 1898 will at its option
and expense, and as Client’s sole and exclusive remedy, use reasonable efforts to procure the rightfor Client to use the 1898 Solution that is the subject of the infringement Third-Party Claim, replaceor modify the 1898 Solution so that it becomes non-infringing, or terminate the 1898 Solution andprovide Client with a refund of the item's license fee (calculated on a 5-year straight line depreciatedbasis) and any prepaid amounts for Services not yet performed .
9.3 Indemnification Process. To be indemnified, the party seeking indemnification must: (a) give the otherparty timely written notice of the Third Party Claim (unless the other party already has notice of theThird-Party Claim); (b) give the indemnifying party authority, information, and assistance for the Third-Party Claim’s defense and settlement; and (c) not materially prejudice the indemnifying party’s ability
to satisfactorily defend or settle the Third-Party Claim. The indemnifying party has the right, at itsoption, to defend the Third-Party Claim at its own expense and with its own counsel. Theindemnifying party has the right to settle the claim without the indemnified party's consent so long asthe settlement does not require the indemnified party to pay any money or admit fault. The
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Iq?P)Exhibit B
indemnified party will have the right, at its option, to participate in the defense of the Third-PartyClaim, with its own counsel and at its own expense, but the indemnifying party will retain control ofthe Third-Party Claim’s defense.
9.4 Third-Party Solutions. As used in this Section 9, “Third-Party Claims”, shall not include claims madeby a Third-Party Solutions provider against a Party, or made by a Party against a Third-PartySolutions Provider, and indemnification obligations of one Party to the other in that case shall notapply
SECTION 10 - LIMITATION OF REMEDIES
Except with regards to Client’s breach of Section 3 (Client Responsibilities), Section 4(Compensation), Section 7 (Confidentiality), or with regards to Third-Party Claims under Section 9(Indemnification), the following limitations of remedies as to between the parties shall apply:
10.1 Mutual Waiver of Consequential Damages. Neither party is liable for any special, indirect, incidental,punitive, or consequential damages to the other. The excluded damages include, but are not limitedto, by way of example, loss of profits; loss of savings or revenue; loss of use of the equipment,sublicensed software, licensed software, services, or data; cost of capital; cover costs, or cost of anysubstitute performance or replacement of equipment, facilities or services; third party consequentialdamages; and damage or loss property.
10.2 1898 Not Responsible for Third-Party Solutions. Subject to Section 5.5,1898 is not liable for anydamages of any kind or nature related to or arising from a Third-Party Solution or any third partyproduct or services. Any liability limitations set forth in the Ordering Documents state the maximumliability of the applicable Third-Party Solution including any representations, warranties,indemnification obligations, limitations of remedies, release or waiver of damages, and any other
rights, duties, responsibilities, or obligations between Client and Third Party with respect to thatThird-Party Solution. 1898 shall be considered an agent of Client with regards to the procurement ofThird-Party Solutions, and otherwise all rights and remedies against Third-Party Solutions provider
found under the applicable Order Documents; Client accepts such assignment, and Client waivesand releases 1898 from any and all damages or liabilities arising out of Third-Party-Solutions, andClient shall look solely to Third-Party Solutions provider for any enforcement or remedy.
10.3 1898 Limitation of Liability. Notwithstanding any other provision herein, 1898's maximum liability to
Client for all claims arising out of or related to any individual Task Order or 1898 Solution shall belimited to the specific remedies provided herein, but shall not exceed the greater of $100,000 USDor the amount paid by Client to 1898 under the applicable Task Order or applicable 1898 SolutionOrdering Document, EXCLUDING any amounts paid for Third-Party Solutions. The maximum liability
of 1898 to Client for all aggregated claims arising under this MSSA for all Task Orders and 1898
Solutions is limited to the amount paid by Client to 1898 during the twelve (12) months preceding theevent giving rise to the most recent claim. The limitations of liability provided herein in this subsection10.3 shall apply should it be judicially determined that the specific remedies provided elsewhere inthis MSSA fail in their essential purpose.
10.4 Allowable Remedies. To the greatest extent allowed by law, the damages waived or excluded, orotherwise limited in this SECTION 10 Limitation of Remedies, shall be allowed, and shall apply toany and all claims or causes of action as to between the parties, including but not limited to breachof contract, breach of warranty, any tort claim including negligence, strict liability, or any other legalor statutory theory of recovery.
SECTION 11 - GENERAL
11.1 Dispute Avoidance and Resolution. The parties are fully committed to working with each other duringthe term of this MSSA and agree to communicate regularly with each other at all times so as to avoidor minimize disputes or disagreements. If disputes or disagreements do arise, Client and 1898 each
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commit to resolving such disputes or disagreements in an amicable, professional, and expeditiousmanner so as to avoid unnecessary losses, delays, and disruptions.
11.2 Jury Trial Waiver. Each party hereto waives trial by jury, and such waiver shall be binding upon theirsuccessors and assigns. Each party agrees not to name any employees of the other party individuallyin a suit, demand, or claim except to establish jurisdiction or venue, and to promptly dismiss such
employee if the other party submits to jurisdiction and venue.
11 .3 Dispute Resolution. For any claim, dispute, or controversy, Client and 1898 will first attempt to
resolve such claim, dispute, or controversy through discussions between Client representatives and1898 representatives designated by each party at such time as a claim, dispute, or controversy shouldarise
11.3.1 If a claim, dispute, or controversy cannot be resolved through Client representatives and1898 representatives, the persons who signed the MSSA agreement (“Signatories")shall, upon the written request of either party, meet as soon as conveniently possible inthe United States at a mutually agreed location, but in no case later than thirty (30) daysafter such a request is made, to attempt to resolve such claim, dispute, or controversy.Prior to any meetings between the Signatories, the parties will exchange relevantinformation that will assist the parties in resolving the claim, dispute, or controversy.
11 .3.2 If after such meeting, the Signatories determine that the claim, dispute, or controversycannot be resolved on terms satisfactory to both parties, the parties shall submit the
claim, dispute, or controversy to mediation. The mediation shall be conducted by amutually agreeable impartial mediator jointly selected or, if the parties cannot so agree,a mediator designated by the American Arbitration Association (AAA) pursuant to itsCommercial Arbitration Rules and Mediation Procedures from the panel of technology
mediators. The mediation will be held in the city of Denton, Texas (unless otherwiseagreed in writing) and governed by and conducted pursuant to a mediation agreementnegotiated by the parties or, if the parties cannot so agree, by procedures established bythe mediator.
11.3.3 if a dispute is not resolved by mediation, then the Client and 1898 agree to consent tothe jurisdiction and venue of the courts in the State of Texas, United States of America.
11.4 Recovery of Attorney Fees. The prevailing party in any litigation, or any other final, binding disputeproceeding upon which the parties may agree, shall be entitled to recover from the other partyreasonable attorneys' fees and expenses incurred by the prevailing party.
11.5 Governing Law, Jurisdiction, and Venue.
11 .5.1 This MSSA, and any cause of action between the parties, shall be governed by the lawsof the State of Texas. Under no circumstances does either Party agree to, or submit
itself to, the jurisdiction of any foreign court or tribunal. Parties agree to jurisdiction andvenue of the Eastern District Court of Texas, and parties waive any objection to federaljurisdiction or venue in this court, and otherwise agree not to oppose removal from statecourt to this federal court if action should be first filed in state court; but if federal
jurisdiction cannot be established, then jurisdiction and venue shall be found solely in theDistrict Court of Denton County, Texas.
11 .5.2 It is agreed that as to between the parties involving this MSSA and any Task Order or1898 Solutions Ordering Document, none of these will be subject to the UniformComputer Information Transactions Act (“UCITA”) (formerly the proposed Article 2B ofthe Uniform Commercial Code) or any version or revision of UCITA,
11.6 Solely with regards to THIRD-PARTY SOLUTIONS:
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HM If an Ordering Document for Third-Party Solutions specifies Governing Law, Jurisdiction,or Venue, then as to between Third-Party Solutions Provider and Client, that OrderingDocument shall control, otherwise governing law shall be Texas and venue shall be inDenton County, Texas.
11.6.2 if the Third-Party Solutions ordering document specifies UCITA shall apply, then it shallapply but only as to between the Client and the Third-Party Solutions Provider and thatOrdering Document.
11.7 Force Majeure. Neither Party shall be considered in default of this MSSA for delays or failure to
perform which is caused by circumstances beyond the reasonable control of the nonperforming party.For purposes of this MSSA, such circumstances include, but are not limited to, where ever the work
or services are to be provided or performed, including but not limited to and by way of example:abnormal weather conditions; floods; earthquakes; lightning; smoke; explosion, wind; water; volcaniceruptions; tidal waves; landslide; hail; fire; epidemics or pandemics; war, riots, and labordisturbances; terrorism; sabotage; third-party criminal acts; electrical; mechanical;telecommunication; cable or satellite failure; facility outages; power interruptions; short circuits;
surges; brownouts; failure of the Internet; judicial restraint; order of government authority, organizedlabor actions, changes in law after the Effective Date; Acts of God; and any inability to procure any
of the supplies, materials, accesses, or services required to be provided by either Party under this
MSSA (Force Majeure Events).
Should such circumstances occur, the non-performing Party shall, within 5 days of being preventedfrom performing, give written notice to the other Party describing the Force Majeure Event, and thecircumstances preventing continued performance and the efforts being made to mitigate impacts andresume performance of this MSSA. Force Majeure Events that impact the planned and efficientexecution of any Task Order or Ordering Document, including impacts to the scope, schedule, costto perform, or involving any additional costs or time involved with suspension, protection of 1898’swork, demobilization, mitigation costs, increased risks of performance or acceptance, or costs toresume Services, and equitable adjustment in time and compensation shall be subject of a ChangeNotice and Change Order.
In the event that any Task Order duration is suspended or extended due to no fault of 1 898 for more
than sixty (60) days beyond the planned date for final completion of the Task Order, the Services of1898 required beyond that time shall be performed as additional services pursuant to the hourly ratesstated in Appendix A, while both parties pursue in good faith an equitable adjustment in compensationand time for completion by Change Order.
11.8 Assignment. This MSSA shall inure to the benefit and be binding upon the Parties, their successors
and assigns of the respective Parties hereto, provided however, that neither party shall assign, inwhole or in part, its interest under this MSSA or any Task Order without the prior written consent ofthe other Party.
11 .9 Beneficiaries. This MSSA and any Task Order or Ordering Document are solely for the benefit of theparties, and there are no other third-party beneficiaries under this MSSA or any Task Order orOrdering Document.
11.10 Entire Aqreement. This MSSA, as supplemented by the Task Order(s) and Ordering Document(s),represents the entire and integrated agreement between Client and 1898 as to the Services andsolutions herein and supersedes all prior negotiations, representations or agreements, either writtenor oral, relative to the Services and solutions described herein.
11.11 Precedence. In the event of inconsistencies between the terms contained in the MSSA and a Task
Order or Ordering Document, the Task Order or Ordering Document shall take precedence. The
terms of this MSSA will control over the terms contained in any purchase order.
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BHIN${\HDOVHFU
Exhibit B
11.12 Exhibits. Attached hereto are the following exhibits and attachments which are incorporated hereinby reference:
Exhibit 1 – Task Order template
Exhibit 2 – Change Order templateExhibit 3 - Contractor’s Task Order
Task Order Documents – To be determined on a transactional basis
Ordering Documents – To be determined on a transactional basis
11.13 Authorized Siqnatories. The persons signing below warrant and represent that they are authorized toexecute this MSSA on behalf of their respective companies.
11.14 International Terms. To the extent that any Task Order is located outside of the United States or any1898 Solution is used outside of the United States, the following additional terms apply.
11.14.1 English shall be the official language of this MSSA and of all documents prepared by1898, as well as those furnished by Client to 1898 for use with any Services or 1898Solution. In the event of any conflict between documents, the English version shall
prevail
11.14.2 All payments hereunder, by either party, shall be in United States Dollars.
11.14.3 To the extent permitted by law, Client waives any claims under decennial liability laws ofany country and agrees that any claims against 1898 shall be made no later than one
(1 ) year after completion of 1898’s Services or Client’s acquisition of any 1898 Solution.
11.14.4 Exchange rate on any damages awarded to either Party shall be based on the rate ineffect on the date the Task Order and/or Ordering Document was entered into for thespecific dispute.
11.14.5 This MSSA is excluded from the provisions of the United Nations Convention on theInternational Sale of Goods.
11.14.6 Taxes paid by 1898 to taxing authorities outside of the United States are not included inthe fees, such as tax withholdings, transaction taxes, value-added taxes (“VAT”) andsimilar taxes. All such excluded taxes not included in the fees are to be paid by Client.
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8vRht;l+iOOqntu
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IN WITNESS WHEREOF, the parties have executed this MSSA the day and year first written above.
City of Denton Burns & McDonnell Engineering Company, Inc.
By:
Name. Sara Hensley Name: Chris underwood
Title :
Date:
C1 ty Manager Title: v1 ce President
08/01/2023 Date: 6/29/2023
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EXHIBIT 1
TASK ORDER #20
This Task Order (“Task Order") is entered into and authorized by City of Denton (“Client”) and 1898 & Co.,a division of Burns & McDonnell Engineering Co, Inc. (“1898”) on the last date of execution below (“EffectiveDate”). The Parties agree that the 1898 shall perform the following Services in accordance with the termsof the Master Software Services and Solutions Agreement dated , (“MSSA").
1. Scope of Services. (Describe Services here, or in attached Attachment 20J
2. Compensation. The basis of compensation for the above Services shall be:aa
a
Lump Sum Fee of $
Hourly Rate per Appendix 2
Subject to a Not-to-Exceed Cap of $_, without further authorization
Hourly Rate per Appendix 2With no maximum
[] Other, as follows (describe below):
3. Other Terms. (Describe below)
A. The terms of this Task Order supersede any contrary terms of the MSSA.
IN WITNESS WHEREOF, the parties have executed this Task Order the day and year first written above.
City of Denton Burns & McDonnell Engineering Company, Inc.
By:
Name:
By:
Name:
Title:Title:
Date:Date:
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gIg‘
EXHIBIT 2
CHANGE ORDER [TEMPLATE]
This Change Order shall modify the terms and conditions in the Master Software Services and SolutionsAgreement dated , (“MSSA'’) under which 1898 & Co., a division of Burns &McDonnell Engineering Co, Inc. (“1898”) provides Services to City of Denton (“Client”) pursuant to Task
Order (“Task Order").
1898 is hereby authorized and directed to make the changes to the Task Order and its related scope ofwork as set forth herein. To the extent the terms and conditions set forth herein are inconsistent with orcontradict the terms of the MSSA or Task Order, these amended terms and conditions shall supersede
such inconsistent or contradictory terms. Except as amended hereby, the MSSA shall remain in full forceand effect. This Change Order supersedes all proposals or other prior acknowledgements, oral or written,and all other communications between the parties relating to the subject set forth herein.
1. Adjusted Scope of Services. 1898 shall perform the Services as set forth in Appendix 2, which shallbe incorporated into this Change Order by reference.
2.Supplemental or Modified Terms and Conditions. [IF NEEDED]
3. Compensation. To compensate 1898 for the supervision, labor, materials, equipment, supplies andother costs or risks necessarily incurred to perform the Services required by this Change Order or to creditClient for the supervision, labor, materials, equipment, and supplies deducted from the Services, theCompensation included in the Task Order shall be adjusted as follows:
DocuSign Envelope ID: 831F8937-CC97zt003-ADOC-AODD154D5569
Exhibit C
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of theGovernment Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the contract is
awarded, in accordance with Government Code 2252.908.
The contractor shall:
1.
2
3
4
5
6.
Log onto the State Ethics Commission Website at :
https://www .ethics.state.tx.us/whatsnew/elf_info_form 1295.htm
Register utilizing the tutorial provided by the State
Print a copy of the completed Form 1295
Enter the Certificate Number on page 2 of this contract.
Complete and sign the Form 1295
Email the form to purchasing@cityofdenton.com with the contract number in the subject line.
(EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day afterCouncil award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
Contract # 7804-010
DocuSign Envelope ID: 831F8937-CC972lC)03-ADC)C-AC)DD154D5g§% I bIt D Form CIQ
CONFLICT OF INTEREST QUESTIONNAIREFor vendor or other Derson doing business with local governmental enti'
This questionnaire reflects changes macby H.B. 23, 84egular Session.
FORM CIQ
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as definedby Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of DentonEthics Code. Ordinance 18-757.
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after thdate the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1 ), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is amisdemeanor.a mtv.
1898 & CO. a dlvl sion of Burns &
MCDonne11 EngIneering Company,
Rl
1 1 Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business dayafter the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
2
d Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section
176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be
completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Government Code
Attach additional pages to this Form CIQ as necessary.
A.Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?a Yes B No
B , is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in
this section AND the taxable income is not received from the local governmental entity?= ,“m ,„,
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local govemment officer serves as an officeror director, or holds an ownership of one percent or more?n *“m M
D.Describe each employment or business and family relationship with the local government officer named in this section.
4
5
LJ I have no Conflict of Interest to disclose.
6/29/2023
with the governmental entity Date
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CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 ofthe Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG 1 76.htm. For easyreference, below are some of the sections cited on this form.
Local Government Code $ 176.001{1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the
parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency ofa federal, state, or local
governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease ofgoods or services from a person that ischarteredby a state or federal agency and that is subject to regular examination by,
and reporting to, that agency.
Local Government Code $ 176.003(a){2)(A) and (B):
(A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a family member of the officer that
results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during
the 12-month period preceding the date that the officer becomes aware that(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the venan
(B) has given to the local government officer or a family member ofthe officer one or more gifts that have an aggregate value ofmore
than $ 100 in the 12-month periodpreceding the date the officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code $ 176.006(a) and {a-1)
(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and:
( 1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member
of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local govemment officer of that local governmental entity, or a family member of the officer, one or more gifts with the
aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business dayafter the later of
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental entity; or
(B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another
writing related to a potential contract with the local governmental entity; or
(2) the date the vendor becomes aware:(A) of an employment or other business relationship with a local government officer, or a family member of the officer,
described by Subsection (a);(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government omcer.
City of Denton Ethics Code Ordinance Number 18-757
Definitions:
Relative: a family member related to a City Official within the third 3'd degree ofaffinibr (marriage) or consanguinity (blood or adoption)
City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning
and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board
Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition
does not include those property owners from whom the City acquires public rightof-way or other real property interests for public use.
Per the City of Denton Ethics Code, Section 2-273. – Prohibitions
(3) it shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gift'
cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year.
Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility
If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed
ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year.
'orm provided by Texas Ethics Commission www. ethics .state.tx . us Revised 11/30/2015
DocuSign
Certificate Of Completion
Envelope Id: 831 F8937CC974003ADOCAODD154D5569
Subject: Please DocuSign: City Council Contract 7804-010 Utility Network Cloud Management Services
Source Envelope:
Status: Completed
Document Pages: 23
Certificate Pages: 6
AutoNav: Enabled
Envelopeld Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
Signatures: 8 Envelope Originator:
Initials: 1 Christa Christian
901B Texas Street
Denton, TX 76209
Christa.Christian@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
6/27/2023 8:40:54 AM
Holder: Christa Christian
Christa.Christian@cityofdenton.com
Location: DocuSign
•l•Signer Events
Christa Christian
christa.christian@cityofdenton.com
Purchasing Supervisor
City of Denton
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Signature Timestamp
Sent: 6/27/2023 8:45:46 AM
Viewed: 6/27/2023 8:46:00 AM
Signed: 6/27/2023 8:46:17 AM
Completed
Using IP Address: 198.49.140.104
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication(None)
Sent: 6/27/2023 8:46:20 AM
Viewed: 6/27/2023 12:39:42 PM
Signed: 6/27/2023 12:40:18 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
Mack Reinwand City Attorney
City of Denton
Security Level: Email, Account Authentication(None)
'DocuSlgn•d bv
IMartdhtAAhtb,4B070831B4AA438.
Sent: 6/27/2023 12:40:20 PM
Viewed: 6/28/2023 4:23:33 PM
Signed: 6/28/2023 4:29:54 PM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Chris Underwood
chris.underwood@1898andco.com
Vice President
Security Level: Email, Account Authentication(None)
CP.063EF7879SAE&4A.
Sent: 6/28/2023 4:29:57 PM
Viewed: 6/29/2023 5:01 :53 PM
Signed: 6/29/2023 5:10:54 PM
Signature Adoption: Drawn on Device
Using IP Address: 136.32.73.210
Signed using mobile
Electronic Record and Signature Disclosure:Accepted: 6/29/2023 5:01:53 PMID: 32d3aa5b-ae2142cd-9df5-dbc0662e44cc
Signer Events
Antonio Puente
Antonio.Puente@cityofdenton.com
DME General Manager
Security Level: Email, Account Authentication
(None)
Signature Timestamp
Sent: 6/29/2023 5:10:56 PM
Viewed: 6/29/2023 5:17:43 PM
Signed: 6/29/2023 5: 18:16 PM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:Accepted: 6/29/2023 5:17:43 PMID: 2alaff8aq48eJ}63a-8ac8-48d793906a7f
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: 6/29/2023 5:18:19 PM
Viewed: 8/2/2023 8:02:38 AM
Signed: 8/2/2023 8:04:27 AMUsing IP Address: 198.49.140.104
Sara Hensley
sara.hensley@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication(None)
Sent: 8/2/2023 8:04:31 AM
Viewed: 8/2/2023 8:39:06 AM
Signed: 8/2/2023 8:39:12 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)
Sent: 8/2/2023 8:39:15 AM
Viewed: 8/2/2023 8:47:49 AM
Signed: 8/2/2023 8:48:52 AM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:Accepted: 8/2/2023 8:47:49 AMID: d034b4cb-ba15~+721-906d-e5241627d600
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: 6/27/2023 8:46:19 AM
Carbon Copy Events
• h HGretna 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: 6/29/2023 5:18:19 PM
Viewed: 7/5/2023 1:19:46 PM
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Not Offered via DacuSign
Sent: 8/2/2023 8:48:54 AM
Viewed: 8/2/2023 2:58:25 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: 7/24/2023 2:25:01 PMID: e03664b6-1 aff4aea-9871-f543a0863828
Sent: 8/2/2023 8:48:55 AM
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events
Envelope Sent
Envelope Updated
Certified Delivered
Signing Complete
Completed
Status Timestamps
6/27/2023 8:45:46 AM
7/6/2023 9:22:01 AM
8/2/2023 8:47:49 AM
8/2/2023 8:48:52 AM
8/2/2023 8:48:55 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: Chris Underwood, Antonio Puente, Jesus Salazar, 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 to
you certain written notices or disclosures. Described below are the terms and conditions for
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If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
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required notices and disclosures electronically from us and you will no longer be able to use your
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All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
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To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing @cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
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To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
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must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems
Browsers (for SENDERS
Browsers (for SIGNERS)
r
Internet Explorer 6.0? or above
mlet Explorer 6.0?, Mozilla FireFox 1.0
NetScape 7.2 (or above)/
x
Email
Screen Resolution
Enabled Security Settings
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable Hmp 1.1 settings viaroxy connection
## These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
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electronically save this page for your future reference and access or that you were able to
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please let us know by clicking the 'I agree’ button below.
By checking the 'I Agree' box, I confirm that:
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ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
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• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
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available to me by City of Denton during the course of my relationship with you.