24-271ORDINANCE NO. 24-211
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH DNV GL NOBLE DENTON USA, LLC, FOR THE DEVELOPMENT AND IMPLEMENTATION OF DATA EXTRACTION SOLUTION AND THE ANNUAL MAINTENANCE AND SUPPORT OF SYNERGI ELECTRIC SOFTWARE FOR DENTON MUNICIPAL ELECTRIC, WHICH IS THE SOLE PROVIDER OF THIS SOFTWARE, IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE 252.022, WHICH PROVIDES THAT PROCUREMENT OF COMMODITIES AND SERVICES THAT ARE AVAILABLE FROM ONE SOURCE ARE EXEMPT FROM COMPETITIVE BIDDING, AND IF OVER $50,000, SHALL BE AW ARD ED BY THE GOVERNING BODY; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 8322 - AW ARD ED TO DNV GL NOBLE DENTON USA, LLC, IN THE TWO (2) YEAR NOT-TO-EXCEED AMOUNT OF $125,000.00).
WHEREAS, Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source, including items that are only available from one source because of patents, copyrights, secret processes, or natural monopolies; films, manuscripts, or books; electricity, gas, water, and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; need not be submitted to competitive bids; and
WHEREAS, this procurement was undertaken as part of the City's governmental function [Engineering functions]; and
WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The following purchase of materials, equipment or supplies, as described in the "File" listed hereon, and on file in the office of the Purchasing Agent, and the license terms attached are hereby approved:
FILE NUMBER
8322
VENDOR
DNV GL Noble Denton USA, LLC
AMOUNT
$125,000.00
SECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes a procurement of items that are available from only one source, including items that are only available from one source because of patents, copyrights, secret processes, or natural monopolies; films, manuscripts, or books; electricity, gas, water, and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library
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that are available only from the persons holding exclusive distribution rights to the materials;need not be submitted to competitive bids.
SECTION 3. The acceptance and approval of the above items shall not constitute a
contract between the City and the person submitting the quotation for such items until such
person shall comply with all requirements specified by the Purchasing Department.
SECTION 4. The City Manager, or their designee, is hereby authorized to execute the
contract relating to the items specified in Section 1, attached hereto, and the expenditure of funds
pursuant to said contract is hereby authorized.
SECTION 5. 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 6. This ordinance shall become effective immediately upon its passage andapproval.
The mogon tq approve this ordinance was made by Brb,), A el, Jc hc 6,e and
seconded by Ta'.I Met t&4/ . The ordinance was rr d bythe following vote LL -m :
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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:
PASSED AND APPROVED thi, th, aD d,y ,f Cbr Uk,y , 2024.
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ATTEST:
JESUS SALAZAR, CITY SECRETARY L\\\1111111/
BY
A§rROVED AS TO LEGAL FORMMACK REINWAND, CITY ATTORNEY
Digitally signed by Marcella Lunn
DN: dc=com, dc=cityofdenton,
dc=codad, ou=Department Users
and Groups, ou=General
LiKEI
email=Marcella.Lunn@cityofdenton.corn
Date: 2024.01.29 16:50: 15 -06'00'
BY: I BA I\\hr\Government, ou=Legal,_Tnma7eaBUFrTE
F: it
DocuSign Envelope ID: 94EC5AFD-5AB74AD2-B444-IBFE466FDC7C
DENTON
Docusign City Council Transmittal Coversheet
8322
File Name DNV GL SYNERGI PRODUCT RENEWAL
PurchasingContact c'Y;t;1 w';tb'"k
City Council Target Date FEBRUARY 20’ 2024
Piggy Back Option
Contract Expiration
Ordinance
Not App1 lcab1 e
FILE
FEBRUARY 20, 2026
24-271
DocuSign Envelope ID: 94EC5AFD-5AB7zIAD2-B444-IBFE466FDC7C
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND DNV GL NOBLE DENTON USA, LLC
(CONTRACT 8322)
THIS CONTRACT is made and entered into this date z/21/zuz4 , by
and between DNV GL NOBLE DENTON USA, LLC a limited liability company, whose addressis 1400 Ravello Rd, Katy, Texas 77449 hereinafter referred to as "Contractor," and the CITY OF
DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be
effective upon approval of the Denton City Council and subsequent execution of this Contract bythe Denton City Manager or their duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Contractor shall provide services in accordance with the DNV Proposal for SynergiElectric Model Build DNV doc No. 2302-527621 (“Services”) and City’s document FILE #8322-
DNV GL S)'nergi Product Renewal (“Software SLA” subject to the terms and conditions contained
in the Contractor Software Standard Licence Contract executed between the Parties) a copy ofwhich is on file at the office of Purchasing Agent and incorporated herein for all purposes.
Notwithstanding the foregoing “Services” expressly excludes classification, statutory,
certification, and/or litigation support services and/or sale or licensing of software and/or
databases. Upon completion of the Services Contractor shall issue any agreed report or other
deliverable set out as part of the Contractor’s Proposal (a “Deliverable”). The Contract consists
of this written agreement and the following items which are attached hereto and incorporated
herein by reference:
(a)
(b)
(C)
(d)
(e)
(f)
Special Terms and Conditions (Exhibit “A”);City of Denton Standard Terms and Conditions (Exhibit “B”);
Insurance Requirements (Exhibit “C”);
Certificate of Interested Parties Electronic Filing (Exhibit "D");
Contractor’s Proposal (Exhibit "E");Form CIQ – Conflict of Interest Questionnaire (Exhibit "F");
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to the written agreement then to the contract documents in the order in which they are listedabove. These documents shall be referred to collectively as “Contract Documents.”
Prohibition on Contracts with Companies Boycotting Israel
Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City isprohibited from entering into a contract with a company for goods or services unless the contract contains
a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor
Contract # 8322
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certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does notboycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or
maintain the requirements under this provision will be considered a material breach.
Prohibition on Contracts with Companies Boycotting Certain Energy Companies
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
written verification from the company that it ( 1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of the contract. The terms “boycott energy company” and “company”
shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By
signing this agreement, Contractor certifres that Contractor’s signature provides written verifIcation tothe City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energycompanies during the term of the agreement Failure to meet or maintain the requirements under this
provision will be considered a material breach.
Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm TradeAssociations
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
written verification from the company that it (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the
term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a
firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the
meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this
agreement, Contractor certifies that Contractor’s signature provides written verifIcation to the City thatContractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a
Prearm entity or fIrearm trade association; and (2) will not discriminate during the term of the contract
against a fIrearm entity or fIrearm trade association. Failure to meet or maintain the requirements under
this provision will be considered a material breach.
Prohibition on Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist
Organization
Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companiesthat do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement,
Contractor certifres that Contractor’s signature provides written verifIcation to the City that Contractor,
pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not becomeineligible 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 considereda 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 fbrther liability if the City of
Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and
Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of
the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or
other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or
other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated
country
Contract # 8322
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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.
CITWLDh DJ:ON, TEXAS
SMA H#q£VBY: L ___:____ ISARA HENSLEY, CITY MANAGERSIGNATURE
PrintedName: iohn Akujobi
Title. Reglona1 Sales Mgr, Americas ATTEST:
JESUS SALAZAR, CITY SECRETARYRegiona1 Sa1 es Manager , Americas
PHONE NUMBER
John .Akujobl @dnv . com
EMAIL ADDRESS APPROVED AS TO LEGAL FORM:MACK REINWAND, CITY ATTORNEY2024-1116853
TEXAS ETHICS COMMISSION1295 CERTIFICATE NUMBER BY:
THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED
as to financial and operational obligationsand business terms.
}Antonio Puente , Jr .
SIGNATURE PRINTED NAME
DME Genera1 Manager
TITLE
E1 ect ric
DEPARTMENT
Contract # 8322
DocuSign Envelope ID: 94EC5AFD-5AB74AD2-B444-IBFE466FDC7C
Exhibit A
Special Terms and Conditions
1. Total Contract Amount
The contract total for Services shall not exceed $125,000.00. Pricing shall be per Exhibit Eattached.
2. The Quantities
The quantities indicated on Exhibit E are estimates based upon the best available information.
Individual purchase orders will be issued on an as needed basis.
3. Contract Terms
The contract term will be two (2) years, effective from date of award or notice to proceed 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 to exceed a total of six (6) months.
4. Price Escalation and De-escalation
On Supplier’s request in the form stated herein, the City will implement an escalation/de-
escalation price adjustment annually based on these special terms. Any request for priceadjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer
Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not
exceed +/- 8% for any individual year. The escalation will be determined annually at the
renewal date. The price will be increased or decreased based upon the annual percentage change
in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or
manufacturer price list change exceed a minimum threshold value of +/- 1 %, then the stated
eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8%
limit per year. The supplier should provide documentation as percentage of each cost associated
with the unit prices quoted for consideration.
Request must be submitted in writing with supporting evidence for need of such increase to the
Purchasing Manager at least 60 days prior to contract expiration of each year. Contractor must
also provide supporting documentation as justification for the request. If no request is made, then
it will be assumed that the current contract price will be in effect.
Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation
as competitive with the general market price at the time, and become effective upon the renewal
date of the contract award or reject the increases within 30 calendar days after receipt of a
properly submitted request. If a properly submitted increase is rejected, the Contractor may
request cancellation of such items from the Contract by giving the City of Denton written notice.
Cancellation will not go into effect for 15 calendar days after a determination has been issued.
Contract # 8322
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Pre-price increase prices must be honored on orders dated up to the official date of the City of
Denton approval and/or cancellation.
The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitationnumber.
The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes.
5. Performance Liquidated Damages
The Contractor shall incur contractual payment losses, as initiated by the City for performance that
falls short of specified performance standards as outlined below:
•Delivery beyond contracted lead times (as set in Exhibit E, section 6 -Schedule)
The Contractor shall be assessed a one (1%) percent fee each month when any one of the
performance standards outlined above are not met in full. The Contractor shall be assessed a two
(2%) percent profit fee each month when any two (2) or more performance standards outlinedabove are not met in full. At the end of each month, the City will review the monthly reports and
determine the percentage of penalty to be assessed to the Contractor’s monthly profit margin.
Contract # 8322
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Exhibit B
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, and other
requirements included in the City of Denton’s contract are applicable to contracts/purchase ordersissued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or
Contractor herein after referred to as Contractor or Supplier. Any deviations must be in writing
and signed by a representative of the City’s Procurement Department and the Supplier. No Terms
and Conditions contained in the seller’s proposal response, invoice or statement shall serve to
modify the terms set forth herein. If there is a conflict between the provisions on the face of the
contract/purchase order these written provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions,
unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract,
Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and
sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed
principally at the City’s premises or on public rights-of-way.
1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all
deliverables described in the Solicitation and in the Contractor’s Proposal, Exhibit E, in strict
accordance with the terms, covenants, and conditions of the Contract and all applicable Federal,
State, and local laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. This Contract shall be effective as of the date the contract is
signed by the City, and shall continue for two (2) years (“Term”). Unless otherwise agreed in
writing, this Contract shall apply to any Purchase Order that is executed during the Term.
3. CONTRACTOR TO PACKAGE DELIVERABLES: Not applicable
4. SHIPMENT UNDER RESERVATION PROHIBITED: Not applicable
5. TITLE & RISK OF LOSS: Not applicable
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Not applicable
7. RIGHT OF INSPECTION AND REJECTION: Not applicable
8. NO REPLACEMENT OF DEFECTIVE TENDER: Not applicable
9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the
sites where the Contractor is to perform the Services as required in order for the Contractor to
perform the Services in a timely and efficient manner, in accordance with and subject to the
applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied
itself as to the nature of the City’s Service requirements and specifications, the location and
essential characteristics of the work sites, the quality and quantity of materials, equipment, labor
and facilities necessary to perform the services, and any other condition or state of fact which could
in any way affect performance of the Contractor’s obligations under the contract. The ContractorContract # 8322
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hereby releases and holds the City harmless from and against any liability or claim for damages of
any kind or nature if the actual site or service conditions differ from expected conditions.
The Contractor shall, at all times, exercise reasonable precautions for the safety of their employees,
City Staff, participants and others on or near the City’s facilities.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performanceof the services which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while
engaged in participating or responding to a solicitation or while in the course and scope of
delivering services under a City of Denton contract or on the City's property .
i. use or possess a firearm, including a concealed handgun that is licensed under state law,
except as required by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled
substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on
the job
C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the
Contractor shall immediately remove such worker from Contract services, and may not employ
such worker again on Contract services without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements
of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification
and retention of verification forms for any individuals hired on or after November 6, 1986, who
will perform any labor or services under the Contract and the Illegal Immigration Reform and
Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996.
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall
comply fully with all applicable federal, state, and local health, safety, and environmental laws,ordinances, rules and regulations in the performance of the services, including but not limited to
those promulgated by the City and by the Occupational Safety and Health Administration (OSHA).
In case of conflict, the most stringent safety requirement shall govern. The Contractor shallindemnify and hold the City harmless from and against all claims, demands, suits, actions,
judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s
obligations under this paragraph.
Environmental Protection: The Contractor shall be in compliance with all applicable standards,
orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 er
seq .) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 ef seq).
12. INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If partial deliveries are authorized by the City, a separate invoice must
be sent for each delivery made.B. Proper Invoices must include a unique invoice number, the purchase order or delivery
order number and the master agreement number if applicable, the Department’s Name, and
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the name of the point of contact for the Department. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freightwaybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance
address and, if applicable, the tax identification number on the invoice must exactly match the
information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the
City may rely on the remittance address specified on the Contractor’s invoice.
C. Invoices for labor shall include deliverables order number clearly identified. Invoices shall also
include a tabulation of work-hours at the appropriate rates and grouped by work order number.
Time billed for labor shall be limited to hours actually worked.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoicedamount.
The City will furnish a tax exemption certificate upon request.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within
thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received
in Accounts Payable, whichever is later. Any charges not disputed by the City in good faith within
thirty (30) days of the receipt of an invoice therefore will be deemed approved and accepted by
the CityB. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid
balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the
maximum lawful rate; except, if payment is not timely made for a reason for which the City
may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after
the grounds for withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the
partial shipment or delivery, as stated above, provided that the invoice matches the shipment or
deliveryD. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account of:
i. delivery of defective or non-conforming deliverables by the Contractor;
ii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iii. failure of the Contractor to submit proper invoices with purchase order number, with
all required attachments and supporting documentation; or
iv. failure of the Contractor to comply with any material provision of the ContractDocuments.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for
delinquent taxes, the City may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or
electronic transfer of funds. The Contractor agrees that there shall be no additional charges,
surcharges, or penalties to the City for payments made by credit card or electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availability of funding. The
City’s payment obligations are payable only and solely from funds Appropriated and available for
this Contract. The absence of Appropriated or other lawfully available funds shall render the
Contract null and void to the extent funds are not Appropriated or available and any deliverables
delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor
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written notice of the failure of the City to make an adequate Appropriation for any fiscal year to
pay the amounts due under the Contract, or the reduction of any Appropriation to an amount
insufficient to permit the City to pay its obligations under the Contract. In the event of none or
inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City.
14. TRAVEL EXPENSES: Not applicable
15. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified
Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance
Report to the Purchasing Manager no later than the 15th calendar day after completion of all work
under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in
compliance with the requirements as accepted by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have
been previously asserted in writing and not yet settled, (2) arising from defective work appearing
after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the
terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations
under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising
under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City
other than those previously asserted in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT: Not applicable
17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations
pertaining to the Contract. The Contractor shall retain such books, records, documents and other
evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress
or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are
completed and resolved. These books, records, documents and other evidence shall be available,
within ten (10) business days of written request. Further, the Contractor shall also require all
Subcontractors, material suppliers, and other payees to retain all books, records, documents and
other evidence pertaining to the Contract, and to allow the City similar access to those documents.
All books and records will be made available within a 50 mile radius of the City of Denton. The
cost of the audit will be borne by the City unless the audit reveals an overpayment of 1 % or greater.
If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel
costs, must be borne by the Contractor which must be payable within thirty (30) business days of
receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract
and shall constitute, in the City’s sole discretion, grounds for termination thereof Each of theterms “books“, “records”, “documents” and “other evidence”, as used above, shall be construed to
include drafts and electronic files, even if such drafts or electronic files are subsequently used to
generate or prepare a final printed document.
18. SUBCONTRACTORS:
A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor
shall comply with all requirements approved by the City. The Contractor shall not initially employ
any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute
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any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in
writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or
remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan
has been approved, the Contractor is additionally required to submit a monthly Subcontract
Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar dayof each month.
B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract
between the Contractor and Subcontractor. The terms of the subcontract may not conflict with theterms of the
Contract, and shall contain provisions that:
i. require that all deliverables to be provided by the Subcontractor be provided in strict
accordance with the provisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract
without the prior written consent of the City and the Contractor.;
iii. require Subcontractors to submit all invoices and applications for payments, including
any claims for additional payments, damages or otherwise, to the Contractor in sufficient
time to enable the Contractor to include same with its invoice or application for payment
to the City in accordance with the terms of the Contract;
iv. require that all Subcontractors obtain and maintain, throughout the term of their
contract, insurance in the type and amounts specified for the Contractor, with the City
being a named insured as its interest shall appear.C. The Contractor shall be nIlly responsible to the City for all acts and omissions of the
Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions.
Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual
relationship between the City and any such Subcontractor, nor shall it create any obligation on the
part of the City to pay or to see to the payment of any moneys due any such Subcontractor except
as may otherwise be required by law.
19. WARRANTY-PRICE :
A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's
current prices on orders by others for like deliverables under similar terms of purchase.
B. The Contractor certifies that the prices in the Offer have been arrived at independently without
consultation, communication, or agreement for the purpose of restricting competition, as to any
matter relating to such fees with any other firm or with any competitor.
C. In addition to any other remedy available, the City may deduct nom any amounts owed to the
Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current
prices on orders by others for like deliverables under similar terms of purchase.
20. WARRANTY – TITLE: Not applicable
21. WARRANTY – DELIVERABLES: Not applicable
22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be
provided the City under the Contract will be fUlly and timely performed in a good and workmanlike
manner in accordance with generally accepted industry standards and practices, the Contractor’s
Proposal, the terms, conditions, and covenants of the Contract, and all applicable Federal, State
and local laws, rules or regulations.
A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty
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implied by law, and any attempt to do so shall be without force or effect.
B. Unless otherwise specified in the Contract, the warranty period shall be 90 days from theAcceptance Date (“Warranty Period”). If during the Warranty Period, one or more of the above
warranties are breached, where such breach is caused by Contractor, the Contractor shall promptly
upon written receipt of demand, perform the services again in accordance with above standard at
no additional cost to the City. All costs incidental to such additional performance shall be borne
by the Contractor. The City shall give the Contractor written notice, specifying, in reasonable
detail, the defect in the services, of the breach of warranty as soon as the defect becomes apparent,
but failure to give timely notice shall not impair the City’s rights under this section.
C. If the Contractor is unable or unwilling to perform its services in accordance with the above
standard as required by the City, then in addition to any other available remedy, the City mayreduce the amount of services it may be required to purchase under the Contract from the
Contractor, and purchase conforming services from other sources. In such event, the Contractor
shall pay to the City upon demand the increased cost, if any, incurred by the City to procure suchservices from another source.
This warranty is EXCLUSIVE AND, EXCEPT AS STATED HEREIN, CONTRACTOR MAKESNO EXPRESS OR IMPLIED WARRANTIES AS TO ANY MATTER WHATSOEVER,INCLUDING WIHTOUT LIMITATION, THE WARRANTY OF FITNESS FOR APARTICULAR PURPOSE OR USE WHICH EXCEED THE FOREGOING WARRANTYCITY’S SOLE REMEDY AND CONTRACTOR’S SOLE OBLIGATION ARISING OUT OFOR IN CONNECTION WITH DEFECTS IN THE SERVICES WHICH ARE BASED ON
WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALLBE THOSE STATED IN THIS SECTION.
23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: if,
instead of requiring immediate correction or removal and replacement of defective or non-
conforming deliverables, the City prefers to accept it, the City may do so.
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to
question the other party’s intent to perform, demand may be made to the other party for written
assurance of the intent to perform.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event
the Contractor is observed performing in a manner that is in violation of Federal, State, or local
guidelines, or in a manner that is determined by the City to be unsafe to either life or property.Upon notification, the Contractor will cease all work until notified by the City that the violation or
unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the
City as a result of the issuance of such Stop Work Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to
nIlly, timely and faithfully perform any of its material obligations under the Contract, (b) fails to
provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks
relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in
Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to
the City
27. TERMINATION FOR CAUSE: in the event of a default by the Contractor, the City shall
have the right to terminate the Contract for cause, by written notice effective ten (10) calendar
days, unless otherwise specified, after the date of such notice, unless the Contractor, within such
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ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s
reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy
available under law or in equity, the City shall be entitled to recover all actual damages, costs,
losses and expenses, incurred by the City as a result of the Contractor’s default, including, without
limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post-
judgment interest at the maximum lawful rate. Additionally, in the event of a default by the
Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and
any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and
remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided bylaw
28. TERMINATION WITHOUT CAUSE: Each Party shall have the right to terminate the
Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written
notice to the other Party; provided however, Contractor agrees they will not exercise this right
while a project is ongoing. Upon receipt of a notice of termination by the City, the Contractor shall
promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in
the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated
or otherwise legally available for such purposes, for all services performed and obligations
incurred prior to the date of termination in accordance with the terms hereof.
29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable
required to be submitted by the Contractor to the City shall be grounds for the termination of the
Contract for cause by the City and may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if
the City deems it is in its best interest. If such delay causes an increase in the cost of the work
under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs
incurred by the Contractor in the Contract price and execute an amendment to the Contract. The
Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of
receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the
Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall
excuse the Contractor from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations under
this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots,
civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the
reasonable control of such Party. In the event of default or delay in contract performance due to
any of the foregoing causes, then the time for completion of the services will be extended;
provided, however, in such an event, a conference will be held within three (3) business days to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of such
failure to perform.
31. INDEMNITY:
A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action,
judgments and liability of every character, type or description, including all reasonable
costs and expenses of litigation, mediation or other alternate dispute resolution mechanism,
including attorney and other professional fees arising out of, or related to, (1) damage to or
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loss of the property of any person (including, but not limited to, the City, the Contractor,
their respective agents, officers, employees and subcontractors; the officers, agents, and
employees or such subcontractors; and third parties); and/or (2) death, bodily injury,
illness, disease to any person (including but not limited to the agents, officers, andemployees of the City, the Contractor, and the Contractor’s subcontractors, and third
parties)
B. THE CONTRACTOR SHAIIL DEFEND, INDEMNIFY, AND HOLD THE CITY, ITSSUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES HARMLESS FROM ANDAGAINST ANY AND ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, ORRESULTING FROM THE FAULT, WILLFUL MISCONDUCT OR GROSSNEGLIGENCE OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS,EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THECONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREINSHAT IL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR
(nvcLUDiNG, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION)AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIEDCLAIM. CONTRACTOR'S INDEMNITY OBLIGATIONS UNDER THIS SECTIONWILL NOT APPLY TO THE EXTENT THE INDEMNIFIED CLAIMS ARE CAUSED BYTHE NEGLIGENT OR OTHER WRONGFUL ACTS OR OMISSIONS OF THE CITY OR
ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES.
32. INSURANCE: The following insurance requirements are applicable, in addition to the specific
insurance requirements detailed in Appendix A for services only. The successful firm shall procure
and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton.
The insurance shall be written by a company licensed to do business in the State of Texas and
satisfactory to the City of Denton.
A. General Requirements:
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated
and agreed to, as submitted to the City and approved by the City within the procurement
process, for the duration of the Contract, including extension options and hold over periods,
and during any warranty period.
ii. The Contractor shall provide Certificates of Insurance with the coverage’s and
endorsements required to the City as verification of coverage prior to contract executionand within fourteen (14) calendar days after written request from the City. Failure to
provide the required Certificate of Insurance may subject the Offer to disqualification fromconsideration for award. The Contractor must also forward a Certificate of Insurance to the
City whenever a previously identified policy period has expired, or an extension option or
hold over period is exercised, as verification of continuing coverage.
iii. The Contractor shall not commence work until the required insurance is obtained and
until such insurance has been reviewed by the City. Approval of insurance by the City shall
not relieve or decrease the liability of the Contractor hereunder and shall not be construed
to be a limitation of liability on the part of the Contractor.
iv. The Contractor must submit certificates of insurance to the City for all subcontractors
prior to the subcontractors commencing work on the project.
v. The Contractor’s and all subcontractors’ insurance coverage shall be written by
companies licensed to do business in the State of Texas at the time the policies are issued
and shall be written by companies with A.M. Best, or equivalent, ratings of A- or better.
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The City will accept workers’ compensation coverage written by the Texas Workers’
Compensation Insurance Fundvi. All endorsements naming the City as additional insured, waivers, and notices ofcancellation endorsements as well as the Certificate of Insurance shall contain the
solicitation number and the following information:
City of Denton
Materials Management Department901B Texas Street
Denton, Texas 76209
vii. The “other“ insurance clause shall not apply to the City where the City is an additional
insured shown on any policy. It is intended that policies required in the Contract, covering
both the City and the Contractor, shall be considered primary coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the Contractor
shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified.
If Excess Liability Insurance is provided, it shall follow the form of the primary coverage.
ix. Not applicable.
x. The City reserves the right to review the insurance requirements set forth during the
effective period of the Contract and to make reasonable adjustments to insurance coverage,
limits, and exclusions when deemed necessary and prudent by the City based upon changes
in statutory law, court decisions, the claims history of the industry or financial conditionof the insurance company as well as the Contractor.
xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance
to lapse during the term of the Contract or as required in the Contract.
xii. The Contractor shall be responsible for premiums, deductibles and self-insured
retentions, if any, stated in policies.
xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ writtennotice of erosion of the aggregate limits below occurrence limits for all applicablecoverage’s indicated within the Contract.
xiv. The insurance coverage’s specified in within the solicitation and requirements are
required minimums and are not intended to limit the responsibility or liability of theContractor.
B. Specific Coveragesolicitation instrument.Requirements:Specific insurance requirements are contained in the
33. CLAIMS: if any claim, demand, suit, or other action is asserted against the Contractor whicharises under or concerns the Contract, or which could have a material adverse effect on the
Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the
City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City
shall state the date of notification of any such claim, demand, suit, or other action; the names and
addresses of the claimant(s); the basis thereof; and the name of each person against whom such
claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to
the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City
Hall, 215 East McKinney Street, Denton, Texas 76201.
34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required
or appropriate to be given under the Contract shall be in writing and shall be deemed delivered
three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered
Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon
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receipt by the addressee. Routine communications may be made by first class mail, telefax, orother commercially accepted means. Notices to the Contractor shall be sent to the address specified
in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices
to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked
to the attention of the Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material
submitted by the Contractor to the City shall become property of the City upon receipt. Any
portions of such material claimed by the Contractor to be proprietary must be clearly marked assuch. Determination of the public nature of the material is subject to the Texas Public Information
Act, Chapter 552, and Texas Government Code. Contractor's proprietary information is excludedfrom disclosure under Sec. 552.1101 - EXCEPTION: CONFIDENTIALITY OF PROPRIETARY
INFORMATION; provided, however, Contractor understands final determination of the
applicability of this subchapter is subject to Attorney General review. “Material” – if applicable- means all components, parts, raw materials, supplies to be furnished by Contractor as
set forth in this Contract or required to complete the Services. “Material” shall specifically
exclude any software licensed to the City subject to the terms and conditions containedin the Contractor Software Standard Licence Contract executed between the Parties.
36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents
and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title
to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the
specifications in the Contract will not infringe, directly or contributorily, any patent, trademark,copyright, trade secret, or any other intellectual property right of any kind of any third party; that
no claims have been made by any person or entity with respect to the ownership or operation of
the deliverables and the Contractor does not know of any valid basis for any such claims. The
Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and
against all liability, damages, and costs (including court costs and reasonable fees of attorneys and
other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere
in the world of the rights associated with the City’s’ ownership, and if applicable, license rights,
and its use of the deliverables infringes the intellectual property rights of any third party; or (ii)the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract.
In the event of any such claim, the City shall have the right to monitor such claim or at its option
engage its own separate counsel to act as co-counsel on the City’s behalf Further, Contractor
agrees that the City’s specifications regarding the deliverables shall in no way diminishContractor’s warranties or obligations under this paragraph and the City makes no warranty that
the production, development, or delivery of such deliverables will not impact such warranties ofContractor.
37. CONFIDENTIAI,ITY: Each party (“Recipient”) agrees to keep confidential any information
it receives from the other Party (“Disclosing Party”) in the course of the Contract which, by
denotation or reasonable circumstances, is considered confidential to the Disclosing Party. The
Recipient shall treat such received information with reasonable care and diligence, notdisseminating or disclosing it to third parties without the Disclosing Party’s prior written consent,
provided however that each party may share such information with its officers, employees,
affiliates, subsidiaries or subcontractors who are subject to confidentiality obligations reflecting
the principles herein.
The obligations set forth in this clause shall not apply to any information which: (i) was or becomes
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known to the recipient from a third party without any confidentiality obligation; (ii) is or becomes
generally available in the public domain through no act or failure to act on the part of the recipient;
(iii) is required to be disclosed by any competent court, governmental agency, flag state
administration, or other relevant public authority in accordance with applicable law, court order or
other public regulation; or (iv) has demonstrably been developed by the recipient independently
from this Contract. Contractor acknowledges that the City of Denton must strictly comply with the
Public Information Act, Chapter 552, Texas Government Code in responding to any request forpublic information related to this Agreement. This obligation supersedes any conflicting
provisions of this Agreement. All material submitted by Contractor to the City of Denton shall
become property of the City upon receipt. Any portions of such material claimed by Contractor to
be proprietary must be clearly marked as such. Determination of the public nature of the material
is subject to the Texas Public Information Act, chapter 552, and Texas Government Code .
Contractor's proprietary information is excluded from disclosure under Sec. 552.1101 -EXCEPTION: CONFIDENTIALITY OF PROPRIETARY INFORMATION; provided, however,
Contractor understands final determination of the applicability of this subchapter is subject to
Attorney General review. “Material” – if applicable - means all components, parts, rawmaterials, supplies to be furnished by Contractor as set forth in this Contract or required
to complete the Services. “Material” shall specifically exclude any software licensed to theCity subject to the terms and conditions contained in the Contractor Software StandardLicence Contract executed between the Parties.
38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, title, and
interests in and to any Deliverables prepared specifically for the City, except for software
(including firmware) which is licensed to the City. The City shall not challenge the validity of any
of the Contractor’s intellectual property, including without limitation any trademarks, service
marks, trade dress, patents, copyrights, trade secrets or licenses. The City acknowledges that the
Contractor’s intellectual property is the sole property of the Contractor. Under this Contract, the
Contractor does not transfer any of the Contractor’s intellectual property rights (including withoutlimitation rights to designs or other work product). The City shall not remove or alter any
trademarks, service marks or trade dress that identify the Contractor, nor use any trademarks,
service marks, trade dress or any other intellectual property that, in the sole discretion of the
Contractor, is confusingly similar to those of the Contractor.
Each Party shall remain the sole owner of any of its intellectual property and rights thereto existing
prior to the date of this Contract including all improvements, modifications, or developments
thereto (“Pre-Existing IPR”) and, except as explicitly set out in this Contract, nothing herein shall
imply any transfer or grant of rights to any such intellectual property or rights thereto.
Contractor shall have the right to use general know-how acquired in connection with the work.
39. PUBLICATIONS: All published material and written reports submitted under the Contract
must be originally developed material unless otherwise specifically provided in the Contract.
When material not originally developed is included in a report in any form, the source shall beidentified.
40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior
consent, the fact that the City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has
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been employed or retained to solicit or secure the Contract upon any agreement or understanding
for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona
fide established commercial or selling agencies maintained by the Contractor for the purpose of
securing business. For breach or violation of this warranty, the City shall have the right, in addition
to any other remedy available, to cancel the Contract without liability and to deduct from any
amounts owed to the Contractor, or otherwise recover, the full amount of such commission,
percentage, brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City of Denton with
a view toward securing the Contract or securing favorable treatment with respect to the awarding
or amending or the making of any determinations with respect to the performing of such contract.
In the event the Contract is canceled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost
incurred by the Contractor in providing such gratuities.
43. 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 performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined
in the City’s Ethic Ordinance 18-757 and in 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 be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the knowledge, expressed or implied, of the Contractor shall render the
Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of
Interest Questionnaire.
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall
be those of an independent contractor. The Contractor agrees and understands that the Contract
does not grant any rights or privileges established for employees of the City of Denton, Texas for
the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits,
worker’s compensation, or any other City employee benefit. The City shall not have supervision and
control of the Contractor or any employee of the Contractor, and it is expressly understood that
Contractor shall perform the services hereunder according to the attached specifications at the general
direction of the City Manager of the City of Denton, Texas, or their designee under this agreement.
The contractor is expressly free to advertise and perform services for other parties while performing
services for the City.
45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the
benefit of the City and the Contractor and their respective successors and assigns, provided
however, that no right or interest in the Contract shall be assigned and no obligation shall be
delegated by the Contractor without the prior written consent of the City, such consent shall not
be unreasonably withheld or delayed. Any attempted assignment or delegation by the Contractor
shall be void unless made in conformity with this paragraph. The Contract is not intended to confer
rights or benefits on any person, firm or entity not a party hereto; it being the intention of the
parties that there are no third party beneficiaries to the Contract.
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The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name,
ownership, or address change for the purpose of maintaining updated City records. The
president of the company or authorized official must sign the letter. A letter indicatingchanges in a company name or ownership must be accompanied with supporting legaldocumentation such as an updated W-9, documents filed with the state indicating such
change, copy of the board of director’s resolution approving the action, or an executedmerger or acquisition agreement. Failure to do so may adversely impact future invoice
payments.
46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole
or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration and is in writing signed by the aggrieved party. No waiver by either
the Contractor or the City of any one or more events of default by the other party shall operate as,
or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an
express or implied acceptance of any other existing or future default or defaults, whether of asimilar or different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed or similar terms on any the Contractor invoice, City’s Purchase Order,
order or other document shall have any force or effect to change the terms, covenants, andconditions of the Contract.
48. INTERPRETATION: The Contract is intended by the parties as a final, complete and
exclusive statement of the terms of their agreement. No course of prior dealing between the parties
or course of performance or usage of the trade shall be relevant to supplement or explain any termused in the Contract. Although the Contract may have been substantially drafted by one party, it
is the intent of the parties that all provisions be construed in a manner to be fair to both parties,
reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC
definition shall control, unless otherwise defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a .dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to
negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing
of a lawsuit to toII the running of a statute of limitations or to seek injunctive relief Either party
may make a written request for a meeting between representatives of each party within fourteen
( 14) calendar days after receipt of the request or such later period as agreed by the parties. Each
party shall include, at a minimum, one (1) senior level individual with decision-making authority
regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith
to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the
parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to
mediation as described below. Negotiation may be waived by a written agreement signed by both
parties, in which event the parties may proceed directly to mediation as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation
process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation
skills to assist with resolution of the dispute. Should they choose this option; the City and the
Contractor agree to act in good faith in the selection of the mediator and to give consideration to
qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties
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from relying on the skills of a person who is trained in the subject matter of the dispute or a contract
interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of
initiation of the mediation process, the mediator shall be selected by the Denton County Alternative
Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith
for up to thirty (30) calendar days &om the date of the first mediation session. The City and the
Contractor will share the mediator’s fees equally and the parties will bear their own costs of
participation such as fees for any consultants or attorneys they may utilize to represent them orotherwise assist them in the mediation.
50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the
laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted
in Texas, V. T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would
refer to and apply the substantive law of another state or jurisdiction. All issues arising from thisContract shall be resolved in the courts of Denton County, Texas and the parties agree to submit
to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not beconstrued or interpreted to limit or restrict the right or ability of the City to seek and secure
injunctive relief hom any competent authority as contemplated herein.
51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract
shall in no way affect the validity or enforceability of any other portion or provision of the
Contract. Any void provision shall be deemed severed from the Contract and the balance of the
Contract shall be construed and enforced as if the Contract did not contain the particular portion
or provision held to be void. The parties further agree to reform the Contract to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the stricken
provision. The provisions of this section shall not prevent this entire Contract from being void
should a provision which is the essence of the Contract be determined to be void.
52. HOLIDAYS: The following holidays are observed by the City:
New Year’s Day (observed)
Martin Luther King, Jr. Day
Memorial DayJuneteenth
Independence Day
Labor Day
Veterans Day
Thanksgiving
Friday After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday
falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be
between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Anyscheduled deliveries or work performance not within the normal hours of operation must be
approved by the City Manager of Denton, Texas or their authorized designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose
continuing obligations on the parties, including but not limited to the warranty, indemnity, and
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confidentiality obligations of the parties, shall survive the expiration or termination of the Contract.
54. NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties
that are suspended or debarred or whose principals are suspended or debarred from Federal, State,or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its
firm and its principals are not currently suspended or debarred from doing business with the
Federal Government, as indicated by the General Services Administration List of Parties Excluded
from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City ofDenton
55. EQUAL OPPORTUNITY
A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in anydiscriminatory employment practice. No person shall, on the grounds of race, sex, sexual
orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of,
or be otherwise subjected to discrimination under any activities resulting from this RFQ.
B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall
engage in any discriminatory employment practice against individuals with disabilities as definedin the ADA.
56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded
requirements)The following federally funded requirements are applicable. A. Definitions. As used in this
paragraph –
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components" means -(1) For components purchased by the Contractor, the acquisition cost, including transportation
costs to the place of incorporation into the end product (whether or not such costs are paid to adomestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of
the component, including transportation costs as described in paragraph (1) of this definition, plus
allocable overhead costs, but excluding profit. Cost of components does not include any costs
associated with the manufacture of the end product.
iii. "Domestic end product" means-
( 1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined,
produced, or manufactured in the United States exceeds 50 percent of the cost of all its
components. Components of foreign origin of the same class or kind as those that the agencydetermines are not mined, produced, or manufactured in sufficient and reasonably available
commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected,
and prepared for processing in the United States is considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract
for public use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products
for supplies acquired for use in the United States.
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C. The City does not maintain a list of foreign articles that will be treated as domestic for this
Contract; but will consider for approval foreign articles as domestic for this product if the articles
are on a list approved by another Governmental Agency. The Offeror shall submit documentation
with their Offer demonstrating that the article is on an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified
delivery of foreign end products in the provision of the Solicitation entitled "Buy American ActCertificate" .
57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all
information presented in any response to this contract, whether amended or not, except as
prohibited by law. Selection of rejection of the submittal does not affect this right.
58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or
supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of theContractor.
59. PREVATT,ING WAGE RATES: The contractor shall comply with prevailing wage rates as
defined by the United States Department of Labor Davis-Bacon Wage Determination at
http://www.doI.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov
for Denton County, Texas (WD-2509).
60. COMPLIANCE WITH ALL STATE, FEDERAI,, AND LOCAL LAWS: The contractor
or supplier shall comply with all State, Federal, and Local laws and requirements. The Contractor
must comply with all applicable laws at all times, including, without limitation, the following: (i)
§36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code,
which prohibits the offering or conferring of benefits to public servants. The Contractor shall give
all notices and comply with all laws and regulations applicable to furnishing and performance ofthe Contract.
61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Contractor shall demonstrate on-
site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530
of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees.
Contractor is responsible for both federal and State unemployment insurance coverage and
standard Workers’ Compensation insurance coverage. Contractor shall ensure compliance with
all federal and State tax laws and withholding requirements. The City of Denton shall not be liable
to Contractor or its employees for any Unemployment or Workers’ Compensation coverage, or
federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall
pay all costs, penalties, or losses resulting from Contractor’s omission or breach of this Section.
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions
of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701
ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide
requirements for drug-free work place (grants), issued by the Office of Management and Budget
and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the
Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply
with the relevant provisions thereof, including any amendments to the final rule that may hereafterbe issued
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63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: Not
applicable
64. FORCE MAJEURE: The City of Denton, any Customer, and the Contractor shall not be
responsible for performance under the Contract should it be prevented aom performance by an act
of war, order of legal authority, act of God, or other unavoidable cause not attributable to the faultor negligence of the City of Denton. In the event of an occurrence under this Section, the
Contractor will be excused from any further performance or observance of the requirements so
affected for as long as such circumstances prevail and the Contractor continues to use
commercially reasonable efforts to recommence performance or observance whenever and to
whatever extent possible without delay. The Contractor shall immediately notify the City of
Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendardays of the inception of such occurrence) and describe at a reasonable level of detail the
circumstances causing the non-performance or delay in performance.
65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party
under the Contract will not affect the right of such Party to require performance in the future. No
delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under
the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right
or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as
a waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provisionof the Contract is in any way intended to constitute a waiver by the City of Denton of any
immunities from suit or from liability that the City of Denton may have by operation of law.
67. RECORDS RETENTION: The Contractor shall retain all relevant, non-confidential financial
records, supporting documents, statistical records, and any other records or books relating to the
performances called for in the Contract. The Contractor shall retain all such records for a period
of four (4) years after the expiration of the Contract, or until the CPA or State Auditor’s Office is
satisfied that all audit and litigation matters are resolved, whichever period is longer. The
Contractor shall grant access to relevant non-confidential books, records and documents pertinent
to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that
has authority to review records due to federal funds being spent under the Contract.
Should a conflict arise between any of the contract documents, it shall be resolved with the
following order of precedence (if applicable). In any event, the final negotiated contract shall
take precedence over any and all contract documents to the extent of such conflict.
1. Final negotiated contract2. RFP/Bid documents
3. City’s standard terms and conditions4. Purchase order
Supplier terms and conditions
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Exhibit C
INSURANCE REQUIREMENTS
Contractor’s attention is directed to the insurance requirements below. It is highly recommended
that contractors confer with their respective insurance carriers or brokers to determine in
advance of Proposal/Bid submission the availability of insurance certificates and endorsements
as prescribed and provided herein. If an apparent low contractor fails to comply strictly with
the insurance requirements, that contractor may be disqualified from award of the contract.
Upon contract award, all insurance requirements shall become contractual obligations,
which the successful contractor shall have a duty to maintain throughout the course of thiscontract
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the
Contractor shall provide and maintain until the contracted work has been completed and
accepted by the City of Denton, Owner, the minimum insurance coverage as indicated
hereinafter.
As soon as practicable after notification of contract award, Contractor shall file with the
Purchasing Department satisfactory certificates of insurance including any applicable
addendum or endorsements, containing the contract number and title of the project.
Contractor may, upon written request to the Purchasing Department, ask for clarification of
any insurance requirements at any time; however, Contractors are strongly advised to make
such requests prior to proposal/bid opening, since the insurance requirements may not be
modified or waived after proposal/bid opening unless a written exception has been submittedwith the proposal/bid. Contractor shall not commence any work or deliver any material
until he or she receives notification that the contract has been accepted, approved, and signed
by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall comply
with the following general specifIcations, and shall be maintained in compliance with these
general specifications throughout the duration of the Contract, or longer, if so noted:
• Each policy shall be issued by a company authorized to do business in the State
of Texas with an A.M. Best Company rating, or equivalent, of at least A- or better.
• Liability policies shall be endorsed to provide the following:
o Name as Additional Insured the City of Denton, its Officials, Agents,
Employees and volunteers.
o That such insurance is primary to any other insurance available to the
Additional Insured with respect to claims covered under the policy and that this
insurance applies separately to each insured against whom claim is made or
suit is brought. The inclusion of more than one insured shall not operate to
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increase the insurer's limit of liability.
o Provide a Waiver of Subrogation in favor of the City of Denton, its
officials, agents, employees, and volunteers.
• Cancellation: City requires 30 day written notice should any of the policies
described on the certificate be cancelled or materially changed before the expirationdate
•Should any of the required insurance be provided under a claims made form,
Contractor shall maintain such coverage continuously throughout the term of this
contract and, without lapse, for a period of three years beyond the contract expiration,
such that occurrences arising during the contract term which give rise to claims made
after expiration of the contract shall be covered.
•Should any required insurance lapse during the contract term, requests for
payments originating after such lapse shall not be processed until the City receives
satisfactory evidence of reinstated coverage as required by this contract, effective as
of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate
this agreement effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall additionally
comply with the following specifIcations, and shall be maintained in compliance with these
additional specipcations throughout the duration of the Contract, or longer, if so noted:
1. PROFESSIONAL LIABILITY INSURANCE
If CONTRACTOR is a licensed or certified person who renders professional services, then
Professional Liability Insurance to provide coverage against any claim which the CONTRACTOR
becomes legally obligated to pay as damages arising out of the performance of professional
services caused by any negligent error, omission or act with minimum limits of $1,000,000.00 per
claim, $2,000,000.00 annual aggregate.
2. CYBER/TECHNOLOGY NETWORK LIABILITY AND RISK INSURANCE
Cyber/Technology Network Liability and Risk Insurance, inclusive of Information
Security and Privacy (first and third party coverage) to provide coverage for any damage caused
by a network risk, cyber act or breaches of data and privacy right, the rendering of, or the failure
to properly perform professional services for, but not limited to, computer programming,
management information systems, negligent system design, disclosure of confidential
information, and copyright infringement with minimum limits with minimum limits of
$1,000,000.00 per claim.
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NOTE: Professional Liability Insurance and Cyber/Technology Network Liability and Network Risk
Insurance may be combined on one policy with a $2,000,000.00 1imit.
SUBCONTRACriNG LIABILITY
(1) Without limiting any of the other obligations or liabilities of the CONTRACTOR, the
CONTRACTOR shall require each Subcontractor performing work under the contract, at the
Subcontractor’s own expense, to maintain during the engagement with the CITY, types and
limits of insurance that are appropriate for the services/work being performed, comply with all
applicable laws and are consistent with industry standards. The Subcontractor’s liability
insurance shall name CONTRACTOR as an additional insured.
(2) CONTRACTOR shall obtain and monitor the certificates of insurance from each
Subcontractor. CONTRACTOR must retain the certificates of insurance for the duration of the
contract and shall have the responsibility of enforcing insurance requirements among its
subcontractors. The CITY shall be entitled, upon request and without expense, to receive
copies of these certificates.
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Exhibit D
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the contract is
awarded, in accordance with Government Code 2252.908.
The contractor shall:
1.
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 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@cit\'ofdenton.com with the contract number in the subject line.
(EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
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EXHIBIT EDNV
Proposal for
Synergi Electric Model Build
City of Denton
DNV doc No: 2302-527621
Date of first issue: 4/3/2023
Date of this revision: 1/4/2024
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DNV
Customer Details
Customer Name:
Contact Person:
City of Denton
Nicholas Dusak
DNV Company Details
DNV Legal Entity:
DNV Organization Unit:
DNV Address:
DNV Telephone:
DNV doc. No.
DNV GL Noble Denton USA, LLC
Digital Solutions
1400 Ravello Dr, Katy, Tx 77449
+1 346 213 4524
2302-527621
About this document
Proposal Title:
Date of first issue:
Date of this revision
Validity of proposal :
Synergi Electric Model Build
4/3/2023
1 /4/2024
3 months from the date of issue
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Terms and Conditions:See Sections 8,9
Confidentiality
This proposal contains information that is business sensitive to DNV. No part of the proposal or information received duringthe proposal process may be used, duplicated or disclosed for any other purpose. Any such use of DNV’s information isregarded as an infringement of DNV intellectual property rights. DNV acknowledges that the City of Denton must strictlycomply with the Public Information Act, Chapter 552, Texas Government Code in responding to any request for publicinformation related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. All materialsubmitted by DNV to the City of Denton shall become property of the City upon receipt. Any portions of such materialclaimed by DNV to be proprietary must be cleady marked as such. Determination of the public nature of the material issubject to the Texas Public Information Act, chapter 552, and Texas Government Code.
DNV – Doc. No. 2302.527621. Date of issue: 1/4/2024 – www.dnv.com
Table of contents
1 INTRODUCTION .._...........................................................................__...._.........._._..................._...._._......... 1
2 SOLUTION OVERVIEW
2.1 Solution Architecture Overview
2.2 Automated Model Build 1
2.3 Validation and Clean-up 2
2.4 Settings Database 32.5 Warehouse Review 3
2.6 Meter Data Management System Data Import
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2.7 Inverter Rating Information 3
ASSUMPTIONS ................................................................................................................................................ 3
SCOPE OF SERVICES.....................................,............................................................................................... 5
4.1 Kick-off and Mobilization 64.2 Integration Design 7
4.3 Integration Development 8 4.4 Integration Deployment 12
ACCEPTANCE CRITERIA ................................................................................................_............................ 16
SCHEDULE ................................._...._...._...................................................................................................... 17
COMMERCIAL CONSIDERATIONS ................,._........................................................................................... 17
FEES, INVOICING AND PAYMENT ..................._.......................................................................................... 18
SOFTVVARE SLA ..............................................................................._......._.................................................. 19
ACCEPTANCE ..........................._...._......................................................._...._.................._.......................... 20
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4
5
6
7
8
9
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1 INTRODUCTION
City of Denton has requested a proposal from DNV GL Noble Denton USA, LLC (“DNV") to develop a GIS-to-Synergi Electric
model build solution to replace their existing model build process. The solution will extract data from City of Denton's ESRI GIS
environment and build a Synergi Electric model sufficient to provide City of Denton with all their required analysis capabilities in
Synergi Electric. It is understood that City of Denton is migrating their GIS from ESRI Geometric Network to ESRI Utility Network
at present, and this migration is expected to be completed around Q3 or Q4 2023. The new solution will preserve all the analytical
capabilities of City of Denton's current model build, including the ability to execute the process on demand.
DNV has built dozens of similar model build solutions for other Synergi Electric customers and is pleased to provide this scope
of work document to City of Denton. The benefits of a Synergi model build solution for City of Denton include:
• Utilizing all relevant data stored in the GIS provides the platform for detailed analysis models, taking advantage of al
potential applications in Synergi Electric.
• DNV’s model build best practices will eliminate any redundant data and manual model cleanup, allowing system
planners to focus their attention on system design issues rather than data maintenance issues
Ability to automate the process, and include Quality Control reports to aid in cleaning up data in GIS.
DNV is uniquely qualified to assist City of Denton in achieving these benefits. DNV has been providing industry-leading network
analysis tools to distribution utilities for over 40 years. Our experience with various GIS environments, combined with our vast
experience in model development, will ensure a successful integration of City of Denton’s utility source data with Synergi
distribution system analysis.
2 SOLUTION OVERVIEW
This proposal presents DNV’s understanding of City of Denton’s needs and provides recommended procedures for Synergi model
development.
2.1 Solution Architecture Overview
The high-level architecture of the proposed solution is represented in the following diagram:
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This proposal contains information that is business sensitive tJdo£lu ang
the proposal process may be used, duplicated, or disclosed for any other purpose. Any such use of DNV’s information is
regarded as an infringement of DNV intellectual
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FIgure 2-1 Synergl model buIld solution archItecture
Synergi Sa
Application
I
I
I
I
I
*[H
QAQC
I
+
SVneHi UIer :::Rta:' S€::iarl
Data Prep
+
ESRI UN Web Servicu
Serwr Wu CoNwyand StrvicH
2.2 Automated Model Build
1. DNV will provide BAT file(s) to activate the full model build activity, this can be run on the frequency needed by City
of Denton to refresh the Synergi model and generate QAQC report files.
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2.The DataPrep extraction code (Task #1 in the diagram above) exports the City of Denton subnetwork information
from the Esri UN GIS system and writes the information into a set of Staging Tables in an open database format
more suitable for standard SQL access. The export process is accomplished through a series of calls made to City
of Denton’s published Esri UN web service using the Esri REST API. The export will include the substations up to
and including the substation transformer, provided they are connected to the rest of the exported system, and the
system boundaries can be distinguished by the DataPrep tool (e.g. by voltage ranges).
3.Once all the “clean” (non-dirty) subnetworks have been exported, a series of database tables/views are refreshed in
the SQL Server database. A clean (or consistent) subnetwork is a subnetwork that has been successfully updated.
All controllers in the Subnetworks table, the record in the SubnetLine feature class, subnetwork system diagrams,
and various fields for modified network features have been updated and are in sync with changes made to the
network topology. All controllers in the Subnetworks table for a clean subnetwork have their isDirty attribute set to
False
4. A Synergi solver application (Task #2 in the diagram above) will run and execute a Synergi recipe, created by DNV,
to build the model using Synergi’s Model Forge script and cleanup scripts. In addition to the GIS data, external data
may be applied to the model (i.e., settings table) to provide additional feature information not readily available in the
GIS
5.After the “forge” is complete the model will then be saved to SQL Server.
6 Lastly QAQC (Task #3 in the diagram above) will be performed on the Synergi model and/or QAQC views created
by DNV in the staging database. The specific details of the QAQC have not been defIned at the time, rather once
the models are built and evaluated, City of Denton and DNV will collaborate to determine the types of reporting will
be most helpful as feedback for the GIS. If required, the QAQC reports can be exported by the automation process
to a set of .csv files for use by City of Denton. Providing these reports in any format other than database views or
.csv files is not included in the scope of this proposal.
2.3 Validation and Clean-up
Once the facility model has been created, Synergi Clean-up Scripts will be developed to set default values for missing
parameters and to validate required parameters. Any existing Clean-up Scripts used by City of Denton with their current model
build solution will be used as a starting point and will be reviewed for their relevance to the new model build solution (for
example, some defaults that were previously set with the Clean-up Scripts may be set during development in the new solution).
Any additional Clean-up actions required to facilitate use of Synergi Electric applications or to improve model quality will be
added. Once the Clean-up scripts have been applied, the model should be sufficient for analysis in Synergi with Load Flow
and Fault analysis (assuming there are no source data errors or phasing issues that cannot be corrected in the GIS).
DNV will also develop Quality Assurance (QA) reports which will be refreshed every time the model is built and cleanup is run.
These reports will identify the actions that were required to clean up the model due to missing or bad data in GIS. This
information will include identifiers such that it can be passed to GIS administrators to address in the GIS. The number and
type of QAQC reports will be agreed between DNV and City of Denton based on the type of data issues observed during the
project. At most, there will be a QAQC report for each equipment type (typically sections, breakers, fuses. reclosers, regulators,
capacitors, and transformers), as required.
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2.4 Settings Database
DNV will carTy out the initial creation and population of a Settings Database for the model build. This database will include
any data required for the model build that is not included in the GIS. At present, it is understood that City of Denton require
the ability to import feeder demand values during the model build so that engineers don't have to carry out this process
manually. A table will be provided in the database for this. It is also expected that transformer Load Tap Changer settings
(Line Drop Compensation values) will be included in this database. Once the initial tables are populated by DNV using data
provided by City of Denton, it will be City of Denton’s responsibility to maintain these tables.
2.5 Warehouse Review
As part of the design process DNV will create a complete list of equipment types (e.g. switch, regulator, transformer, etc.)
based on the current GIS data, required for the Synergi equipment warehouse database. DNV can take the existing City of
Denton Synergi equipment warehouse and remove all unused types no longer required in the model build. However, it will be
up to City of Denton to update the nameplate information in the warehouse with correct information for newly added types.
2.6 Meter Data Management System Data Import
City of Denton currently has an import process for Meter Data Management System (MDMS) data to their Synergi model.
This process requires the user to specify a date and hour for data to be read into Synergi using Python scripting to generate
a Partial file. This process will either be updated to work with the Secondary model created as part of this scope of work, OR
it will be changed to use Synergi’s AMI import tools which also allow the user to import data from a specific time stamp. The
option (update current process or change to the AMI process) will be agreed at the start of the Design phase.
2.7 Inverter Rating Information
DNV understands that inverter rating information will be included in the GIS. This information (inverter kVA size) will be
imported to the Synergi model. If there is some indication of inverter type that should be included in the Synergi model, this
can be imported also. Inverter models in Synergi are simple and only include voltage and frequency trip settings, volt/var
curves, volt/watt curves and ramp rates. These settings are often common to all inverters on the utility’s distribution system,
so it is unlikely that all inverter models will need to be imported, but this can be facilitated if City of Denton is comfortable
with maintaining these entries in the Synergi warehouse database.
3 ASSUMPTIONS
The following assumptions apply to this submitted scope of work:
1. While DNV understands that some source data anomalies may exist, DNV assumes the GIS to be topologically
correct with accurate and consistent network connectivity, phasing, and completeness. If changes are required,
they are to be focused on the pilot feeder set only and are assumed to take no more than 2 weeks to apply. Any
delays of more than 2 weeks to address data deficiencies are subject to change order negotiation.
2. DNV will not be performing any tracing routines in the Esri UN but rather use the geoprocessing tool
“ExportSubNetwork” via the Esri REST API to export the connectivity, by subnetwork, to the staging tables one
at a time using ArcGIS Enterprise 10.8.1 or later.
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3.DNV will only be processing “clean” (non-dirty) subnetworks. A clean (or consistent) subnetwork is a subnetwork
that has been successfully updated. All controllers in the Subnetworks table, the record in the SubnetLine feature
class, subnetwork system diagrams, and various fields for modified network features have been updated and
are in sync with changes made to the network topology. All controllers in the Subnetworks table for a clean
subnetwork have their isDirty attribute set to False.
4. DNV will only be processing “medium voltage” conductors and all connected or associated devices. To include
any details from the "low voltage” side must have an explicit relationship or logical connection to a device in
“medium voltage”.
5. DNV assumes all required features making up the Substations (i.e., found on the low side of the power
transformers) for the Synergi model are connected to a medium voltage line.
6.All required GIS data will be accessible through the Esri REST API.
7. City of Denton will be responsible for publishing an Esri utility network service that can be consumed by outside
systems (i.e. DataPrep).
8. It is DNV’s understanding that only "clean" Subnetworks can be exported from the UN and therefore, any
subnetwork that is not “clean” (i.e. is dirty) will not appear in the resulting Synergi model nor any conductors or
devices that have an unknown subnetworkname
9. DNV will collapse containers, where appropriate, down to a single instance in the Synergi model (i.e. Transformer
Bank Assemblies containing three Transformer units will be represented as a single three-phase transformer in
the Synergi model).
10. DNV assumes that Dev, Test, and Prod environments will be available for the project efforts.
11.City of Denton will provide remote access for the DNV team, appropriate logins for required corporate systems,
and all required licensing for City of Denton systems including Esri UN GIS. Remote access provided by City of
Denton must be reliable – excessive disconnect / reconnect (more frequent than once per hour) cause delays
and additional time to complete tasks. If these are not resolved within one week of reporting them to City of
Denton then the project will either be placed on hold or a Change Order will be required for the additional time.
12. Virtual machines provided by City of Denton will be for DNV’s sole use for the duration of the project. Any files
placed on these machines by DNV for the model build work will remain there as long as required by DNV without
need for regular copying to alternate locations.
13. The DNV team will work remotely in a development environment.
14. Any system changes that affect the development effort for this project may impact the scope and/or schedule,
and therefore cost.
15. City of Denton will be responsible for final acceptance testing. Acceptance criteria will be mutually agreed upon
by all parties in advance of final acceptance testing.
16. City of Denton’s acceptance testing will be completed within 3 weeks of delivery by DNV of all scripts and
documentatIon required.
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17. A pilot area containing a representative subset of data with no more than 25 feeders will be selected and used
for all testing. Once the software functions correctly in the pilot area, the testing will be considered complete.
18. Comparison between old and new Synergi models will not be included in acceptance criteria for this project as
it cannot be guaranteed that new GIS data will be completely consistent with previous source data.
19. City of Denton will provide both business and technical personnel necessary to support this project.
20. DNV will create a draft functional specification document that reflects the current Synergi model structure based
on where the data has been imported into the Esri UN data model.
21. QAQC reports will be created from one (or all) of three data sources:
a. The built Synergi model (the model must be saved in a SQL Server database for this to be available); b.
Synergi Check Data and Topology reports;
c. Views in the Synergi Staging database querying source data to identify missing or incorrect data.
22. QAQC reports will be provided as views in the database, and can be exported to .csv files, if required by City of
Denton, as part of the automation process. No other formats are included.
23. City of Denton IT will provide the following databases, giving DNV sufficient privileges to create tables, fields,
procedures, indices, synonyms, etc.
Note: Though a single database (schema) is typically created to hold all the following data, it is not a requirement
a. SQL Server Database into which DataPrep extraction data will be pushed (i.e. staging tables/views)
b. Database holding settings tables (may be Access)
c. Database holding Synergi model (may be SQL Server or Access)
4 SCOPE OF SERVICES
The following high-level tasks outline DNV’s approach to developing the model build solution:
Mobilization Project Kick-off Meeting;
Integration Design;
Integration Development:
o DataPrep Development; o Solver application Development; o
Automation BAT file Development; o Settings
Database Configuration; o Synergi Recipe, Model Forge and
cleanup script Development; o QAQC report Development;
o Factory Acceptance Test (FAT).
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• Integration Deployment:
o Solution Installation; o
Training; o UAT Support.
A more detailed Work Breakdown Structure of each of these tasks follows.
User Acceptance Test (UAT)
4.1 Kick-off and Mobilization
At project initiation, a kick-off meeting will be arranged to review the scope, deliverables, schedule, and data requirements of
the project. Any cyber security processes or confidentiality requirements will also be communicated and initiated as necessary.
-1
Kick-off and Mahili7a+i
Description: This task will represent the initiation of the project and includes the following:
1. Kickoff meeting conducted by DNV using web conferencing tools involving key stakeholders from DNV and City
of Denton.
2. Communication and initiation (where necessary) of any cyber security or data security processes and
requirements.
3. Arrangement of regular status meetings (at a frequency of no more than once every two weeks).
City of Denton Responsibilities:
1. Provide key stakeholders for kick-off meeting who will
be involved in the project, likely including project
management, engineering and GIS//IT representatives.
2. Communicate any cyber security and data security
requirements to DNV and initiate any approval
processes where necessary.
DNV Responsibilities:
1. Host and conduct the kickoff meetIng where the scope,
deliverables, schedule, and data requirements will be
reviewed .
2. Understand, follow, and comply with City of Denton’s
cyber security and data security requirements, as
necessary.
3. Arrange regular status meetings.
Deliverables:
1. Kick-off meetIng materials (e.g., PowerPoint slides).
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Assumptions:
1. Kick-off meeting will be conducted via web conferencing tools
2. Status meetings will be no more frequent than once every 2 weeks
4.2 Integration Design
Integration design will include development of the detailed source data mapping, integration design, business processes, and
integration assumptions necessary for a successful integration solution.
Integration Design
Description: The design activities focus on two fundamental areas:
1
2.
Functional requirements of the build solution;
Data source mapping, which entails mapping all section and device elements of Synergi to their corresponding
representation in the GIS. This includes a complete mapping of every asset and every attribute to be a part of the
new Synergi models. Where special translation rules and/or assumptions are applicable, they will be noted in the
Design specification.
DNV will initially perform a review of the GIS and construct a draft version of the design document. The draft design willthen be reviewed, confirmed, and enhanced through a series of DNV-led web/online meetings/conferences. The result
will be a complete Functional Design Specification (FDS) that will serve as the ultimate reference for the data translationand model creation.
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DNV Responsibilities:
1. Development of draft and final FDS;
2. Schedule and lead web review sessions.
City of Denton Responsibilities:
1.
2.
3.
5
Review draft FDS;
Participate in web review sessions (Synergi end user
and Esri UN GIS representatives required during
review session);
Final review and signoff of FDS; 4.
Esri UN GIS for review.
Provision of non-GIS data City of Denton intends to
pull into the Synergi models during the model buildprocess
Provision of
DNV Deliveries:
1.Functional Design Specification (to include detailed source-Synergi data mapping).
Assumptions:
1.City of Denton will identify a pilot set of circuits and substations to serve as the official test items for the formal UAT
tests to be conducted later in the project. DNV recommends a manageable number of representative circuits,
typically not to exceed 25 feeders. DNV is open to discussion and mutual agreement to a final number which can be
examined and agreed prior to DNV beginning development and testing.
The Design Phase cannot start until DNV has access to all the required data. This will be clarified at the kickoff
meeting, but will include remote access to the Utility Network data, a “staging" database area created, access to view
the Utility Network data in ArcGIS, and a copy of City of Denton’s current Synergi Electric model and warehouse.
2
4.3 Integration Development
Integration development will include development of the automated model build solution, development of processes for feeder
demand data import, development of QAQC reporting, and Unit Testing services.
on Development - Automated Model Build Development
Description: This activity represents 5 primary efforts:
Prepare the GIS DataPrep export program.
Development of the Staging Table views, functions, procedures and Model Forge scripts that construct the Synerg
master model.
Development of Synergi Cleanup scripts that provide final model supplementation (e.g. default value settings)
Development of the Synergi Solver application to build and save the model
Development of the Automation BAT files.
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DNV Responsibilities:1. City of Denton Responsibilities:
1.
2
3.
4.
Prepare the GIS DataPrep export program
Development of the Staging Table views and Model
Forge scripts that construct the Synergi master model
along with the Synergi cleanup scripts
Prepare the Synergi Solver application
Prepare the Automated BAT files
DNV Deliveries:City of Denton Deliverables:
1.
2.
3
4.
5.
6.
GIS DataPrep extraction program specific for data
export to Staging Tables.
Synergi Solver application
SQL script to create the Staging Tables, database
views, functions, and procedures.
Synergi Scripts including Recipes, Model Forge
script(s), model cleanup
BAT files for automation
List of missing equipment from Synergi equipmentwarehouse
1.
2.
Timely response to any questions pertaining to DNV
development activities which may warrant inspection
of source data suspected of being responsible for the
anomaly.
Updating the Synergi Warehouse to include all
necessary equipment information for the Synergimodel.
Assumptions:
1. The DNV team will work remotely in a development or test environment.
2. Please see list of assumptions in earlier section.
Integration Development - QAQC Reports
Description: DNV will develop and deliver to City of Denton a set of QAQC reports which will reside in the model build
database. These will identify locations where data from the GIS was required to be fixed either during the model build
process or using the Model Cleanup script. Suitable identifiers will be used to allow the GIS administrators to locate the
feature to be reviewed, and the nature of the issue will also be clearly specified. DNV will provide the reports in databasetables, it will be City of Denton's responsibility to determine how they are disseminated to the relevant personnel (e.gexports to .csv files)
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DNV Responsibilities:
1. Develop list of QAQC reports required based on data
issues found during model build design and
development.
2. Develop appropriate QAQC reports with suitable
identifiers and issue descriptions to be used by GIS
administrators
3. Develop scripting to create the QAQC reports in the
model build database and export to .csv files (ifrequired).
City of Denton Responsibilities:
1. Review list of data issues identified by DNV and
provide input on identifiers and descriptions to be
provided in reports.
Deliverables:
1. Scripting for QAQC reports
2. Instructions for use of QAQC reports (this will be included in the User Guide)
Assumptions;
1. Data issues to be included in the QAQC reports will be based on issues identified in pilot feeder set.
2. No more than one report for each device type (sections, breakers, capacitors, regulators, reclosers, switches,
generators) will be created.
3. Identifiers will be agreed with City of Denton during the design and development process.
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4. QAQC reports will be produced in database views in a SQL Server database, and can be exported to .csv files if
required. No other formats are included.
Integration Development - MDMS Data Import
lescription: City of Denton currently has a process to import MDMS data to their model. This process is run by the planning
bngineer prior to running analysis (i.e. importing the data to the model is not part of the automated model build process).
'NV will ensure this feature is maintained by one of two approaches (to be determined and agreed at the start of the
Integration Design Phase):
1. Update the current process (which uses a Python script and database views to populate tables and create a Partial
file which is then loaded by the user) to work with the new Secondary model which will be created through this scope
of work
OR
2. Convert the current process to use Synergi's AMI import tools – this will allow the user to pick a date and time from
the available data and import those meter readings to Synergi.
O TE: DNV estimates a similar amount of effort associated with these two options, so there will be no impact on the fee due
o the option selected above.
ity of Denton Responsibilities:
IDNV Responsibilities:- 11 . Provide MDMS data snapshot as required for current
1 . Make updates to scripting and/or views to facilitate I MDMS data import processl with anY changes
import of MDMS data to the Synergi model by the user. I necessitated by the revised process
. Develop user guide for revised process.
'eliverables:
1. Scripting for revised process.
2.User Guide section describing how the revised process should be implemented by the user.
bssumptions :
1. The import of MDMS data will not be part of the model build automation – it will still be imported by the user priorto running analysis. This is necessary as the user must specify a date and time for data to be imported.
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The process will use similar data to that which is currently used for the MDMS import process – the import tools
provided by DNV will not interface directly with City of Denton’s MDMS, only with the data extracted to a table in
the model build database by City of Denton.
Integration Development - Unit Test
Description: DNV will provide integration Unit Testing which ensures all components of the integration solution are
functioning properly in the DNV development environment and that all data are being transferred correctly from the source
data into the Synergi model, as defined in the design specification. Unit Testing will be limited to the set of 25 pilot feeders.
City of Denton Responsibilities:
DNV Responsibilities:
1. Test the model build solution includes:
1. None
a. Verifying that the model build can be
executed from start to finish using a series
of BAT files to export the data from the
GIS and build and save a Synergi model.
b. Verifying DataPrep extraction on all clean
subnetworks
C.
d.
Verifying Staging Tables are populated
Verifying Views and Model Forge Scripts
correctly populate the GIS and external
settings information into the master
Synergi model.
e. Verifying that the Synergi Solver
application can execute one or more
recipes, forge and cleanup scripts to build
and save the Synergi Model.
f. Verifying a pilot sampling of circuits can be
loaded into Synergi and successfully
execute Load Allocation, Load Flow and
Fault analyses
2 Preparing a final testing report and reviewing all
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test findings with City of Denton project team
3. Prepare for UAT deployment by updating appropriate
documentation and installation packaging
Deliverables:City of Denton Deliverables:
1. Unit Test report and results.1. Identification of a pilot set of feeders.
2. An updated set of Synergi models (pilot set only)
containing the integrated source information.
2.Corrections to City of Denton data, if required
Assumptions:
1.Participation by City of Denton during Unit Testing is not required.
2. Verification of load models to actual field conditions will not be performed as part of this project (with the
exception that feeder demand data is consistent between model and source data).
4.4 Integration Deployment
Integration Deployment encompasses those tasks which ensure all components of the integration solution are functioning
properly in the target City of Denton environment and that all GIS information is mapped correctly into the target Synergi facility
models. These efforts are made up of the following tasks:
Solution Installation, •Tester Training, and
User Acceptance Testing (UAT), limited to the set of 25 pilot feeders.
Deployment - Solution Installation
Description: Following completion of the Unit Test, DNV will deliver Solution Installation documentation. DNV will confirm(via web conferencing tools and/or remote access) that all the functional components of the integration are installed and
functioning correctly in the City of Denton test environment.
DNV Responsibilities:
1. Provision of all solution components.
City of Denton Responsibilities:
2. Via web conferencing with City of Denton staff or
remote access (VPN, Remote Desktop Connection,
etc.) ensure that all solution components are installed
and functioning properly.
1. Provision of the deployment environment (i.e. a test
environment on which the solution components can be
installed and tested).
2. Assist engineering and IS/IT resources to support theinstallation of all software components necessary forrunning DataPrep.
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3. Provision of remote access to the City of Denton testenvironment if possible and required, or screenshare
with DNV using web conferencing tools.
Deliverables:
1. User and Installation manuals;
a. Includes detailed installation tasks for each
deliverable
b. Includes trouble-shooting guidance for
DataPrep and Synergi.
2. Updated copies of solution components, if necessary
due to test findings and remediation.
City of Denton Deliverables:
See responsibilities above.
Assumptions:
1. UAT will be based on a set of pilot circuits not to exceed 25 feeders without agreement from DNV;
2. User training must have been completed for all City of Denton staff involved with UAT.
3. City of Denton will be responsible for final acceptance testing. Acceptance criteria will be mutually agreed by all
parties in advance of final acceptance testing.
4. Comparison between old and new Synergi models will not be included in acceptance criteria for this project as it
cannot be guaranteed that new GIS data will be completely consistent with previous source data.
Integration Deployment - User Acceptance Test (UAT) Training
Description: To ensure that City of Denton testing staff understands the tasks necessary to test the solution, DNV will
provide remote UAT training to City of Denton testing staff
DNV Responsibilities: City of Denton Responsibilities
1. Conduct up to 2 hours of
resources to participate
2. Develop UAT testing
document.
remote UAT tester training 1. Assign engineering
in UAT for the integration solution. training.
documentation. This could be based on DNV’s Unit Test
Deliverables
1. UAT training documentation. Note that this is anticipated to be the Unit Test testing document.
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Assumptions
Assigned engineering resources for UAT training will be the same resources assigned to project UAT testing.1
2. City of Denton's testers will already be familiar with Synergi Electric – DNV will not be providing training in basicSynergi Electric use, only in the testing processes required for this project.
Integration Deployment - User Acceptance Test (UAT) Support
Description: Following UAT tester training, DNV will provide remote support to City of Denton during the UAT testing
process
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DNV Responsibilities:
1.Provide sample UAT template for reference.
City of Denton Responsibilities:
2. Provide remote UAT testing support for the duration of
the UAT testing phase.
1. Provide project management resource for management
of UAT processes.
3. Remediate test failures.2. Develop UAT documentation.
3. Provide qualified acceptance testing resources for UAT
of model build project solutions.
4. City of Denton will perform all solution testing in a City
of Denton test environment using approved set of test
circuits (25 feeders maximum).
5. City of Denton will own the development of their own
acceptance test and DNV encourages City of Denton touse the Unit Tests and sample UAT template as a
guide for their own testing.
Deliverables:
1.Corrected solution components, if applicable.
Assumptions:
1 UAT by City of Denton will be limited to a duration of 3 consecutive weeks.
2.UAT support will be performed remotely via phone and/or web conferencing.
5 ACCEPTANCE CRITERIA
Acceptance testing efforts exist to confirm that components of the new system are functioning correctly and meeting the
requirements as defined within this scope of work document and the Functional Design Specification Document produced
during the design phase of the project.
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Acceptance testing data will be agreed upon by both City of Denton and DNV. The set of acceptance data should include
both circuits and a variety of equipment types, voltage class, and customer load types. City of Denton’s acceptance of the
delivered solution will be based on the application's performance on this test data set as outlined in this section of the
proposal. Any issues identified which are part of the Synergi Electric base product functionality will be handled under the
standard Synergi Electric maintenance and support agreement, escalated as necessary through the DNV project manager
depending on severity of issue. However, product errors are not a part of final acceptance of model build activities.
Any questions, concerns or problems found during testing will be logged, discussed, and resolved by the lead engineers
for this effort. Logged issues requiring software changes will be grouped together and addressed together for a new version
delivered at a scheduled date. This will normally be after the client has completed an initial run through of the full set of
acceptance tests. Once the new version has been delivered, the user acceptance tests will be repeated.
Final project acceptance will be recognized when:
All test failures are resolved either through corrective action or a mutually agreed upon work-around.
The status of all outstanding issues has been agreed upon. This will include agreeing whether issues can be regarded as
closed or as enhancements to be addressed outside of this proposal.
While City of Denton is responsible for the creation of the overall testing plan and specific acceptance testing scripts, DNV pricing
assumes the following categorical areas of testing:
Function Acceptance Criteria
System Testing All functional components of solution installed
All functional components of the solution can be executed and build a Synergi model
Planning tester(s) can access, select, and load feeders from the Synergi model
Model Translation
Correctness
Circuit counts are accurate between the GIS and Synergi Electric
Device counts in Synergi Electric circuits are equal to the same in GIS
Sampling of attribute comparisons on devices and sections in GIS and SynergiElectric are the same
Model AnalysisQnadi . The pilot circuits can be navigated within Synergi Electric.
, Basic Load Allocation, Load Flow and Fault Analysis execute against the pilot
feeders
During User Acceptance Testing, City of Denton will validate that the delivered solution meets specified requirements.
The following assumptions are made relevant to the acceptance criteria:
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DNV will work closely with City of Denton throughout the project to help City of Denton understand the data requirements
for a convergent model. However, City of Denton will need to closely review the newly generated Synergi Electric models
for connectivity errors, missing data, etc. that could adversely impact the accuracy of the analysis results.
Verification of models to actual field conditions will not be performed as part of this project.
Comparison between old and new Synergi models will not be included in acceptance criteria for this project as it cannot be
guaranteed that new GIS data will be completely consistent with previous source data.
6 SCHEDULE
DNV anticipates an approximate 6-month Synergi model build implementation schedule. Refer to the schedule in Figure 2 for
more details. The final project schedule will be agreed upon following the kick-off meeting. DNV will be prepared to start projectwork within two weeks a contract signature .
Task Name
' City of Denton ModelBuild
Project Start Date
Kickoff
Mobilization
Ongoing Tasks
Design
Development
Acceptance TestIng
Project Complete
Feb '24
28 4 ! !
t'Jar ’24 Apr '24!8 25 3 10 17 24 31 ?May '24TJ 21 28 S 12 Jun 'IJ
19 :$ 2 9
Jul '24
16 23 30 7 la 21 :8
Figure 1: Anticipated schedule
The schedule above is based on assumed start date of February 12th 2024 which would result in completion of the project by
July 30th 2024. A later start date will result in a commensurate extension of the project completion date.
7 COMMERCIAL CONSIDERATIONS
The scope of the work described in this proposal will be governed exclusively by an unencumbered, stand-alone, Work Order
# 2302-527621 which is under Master Services Agreement between City of Denton and DNV that was signed by both parties
5/27/2017. Should City of Denton and DNV negotiate terms and conditions above those in the MSA that increase DNV
commercial risk, then DNV reserves the right to adjust its price accordingly.
8 FEES, INVOICING AND PAYMENT
DNV agrees to perform the implementation services described in the proposal on a Fixed Fee basis, for a total fee of $125,000
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(USD). It is DNV’s understanding that this project will begin execution and complete in 2024. DNV reserves the right to revise
the above implementation fees if this project implementation does not begin by end of July 2024. The project is expected to
be completed by end of December 2024. If any delays outside DNV’s control cause the project to extend beyond that date, a
change order may be required to account for costs associated with the delay (such as de-mobilization/re-mobilization costs).
Services will be invoiced based on the milestone fee structure listed below. If for any reason the project should encounter delays
which alter the anticipated completion of any one payment milestone, DNV reserves the right to invoice on a milestone %
complete basis.
h lrately. Table 1: Feesinclude taxes. GST, HST and other applicable taxes will be
Description
Payment Milestone 1: Project Initiation
Payment Milestone 2: Design Complete
Payment Milestone 3: Demonstration of Pilot Feeder Model
Payment Milestone 4: Development Complete – Pilot Model Delivered
Payment Milestone 5: Solution Accepted
TOTAL
DNV records indicate that City of Denton has a license for the Synergi MiddleLink software module
DNV accepts only ACH/wire payment methods. All invoices and payments will be in U.S Dollars. All fees listed do not
Fee (USD)
$17,500
$30,000
$30,000
$35,000
$12,500
which is required for the
proposed solution.
All expenses (travel, travel-related, including any costs related to processing of required work permits, background checks,
drug tests, project specific virtual machine set-ups, visas, testing, training, all other costs associated with onsite visits etc.)
incurred in delivery of this project will be an additional cost to City of Denton and billed separately at cost+10%. All charges
will be invoiced at the end of the month in which the work is performed. All proper invoices need to be sent to Accounts
Payable. Approved invoices will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice
being received in Accounts Payable, whichever is later. Any charges not disputed by the City in good faith within thirty (30)
days of the receipt of an invoice therefore will be deemed approved and accepted by the City.
Additional Note: it is anticipated that there will be travel restrictions during the period of this project execution. Should the
COVID-1 9 or a similar situation continue to limit travel after the contract/PO signing formalities are completed, activities in this
scope that are related to onsite visits will be executed using agreed virtual/remote/online technologies and methods. No travel
is anticipated as part of this project. Should travel be required as part of the project execution, the risk associated with the
travel will need to be evaluated by both DNV and City of Denton per the local and country restrictions (and advise from the
respective health authorities) before a trip is confirmed.
DNV – Doc. No. 2302..527621, Date of issue: 1/4/2024 - www.dnv.com Page 19
DocuSign Envelope ID: 94EC5AFD-5AB74AD2-B444-1 BFE466FDC7C_- ' EXHIBIT F
CONFLICT OF INTEREST QUESTIONNAIRE -
For vendor or other person doing business with local governmental enti
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular 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 M
DNV GL NOBLE DENTON USA, LLC
2 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.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section
176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be
completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Government CodeAttach 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?E] 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?a Yes m No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer
or director, or holds an ownership of one percent or more?n ,“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.
1/25/2024
Signatur-eT ;iness with the Date
DocuSign Envelope ID: 94EC5AFD-5AB74AD2-B444-IBFE466FDC7C
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
Acomplete copy of Chapter 176 ofthe Local Government Code may be found at http://www.statutes.legis.state.a.us/ Docs/LG/htm/La 176.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 theparties. The term does not include a connection based on
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or localgovernmental 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 is chartered by a state or federal agency and that is subject to regular examination by,
and reporting to, that agency.
Local Government Code $ 176.003(a){2){A) and (B):
(A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a family member of the officer that
results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during
the 12-month period preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the varck)c
(B) has aiven to the localgovemment officer or a family member ofthe officer one or more gifts that have an aggregatevalueofmore
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
ofthe officer, described by Section 176.003 (a)(2)(A);
(2) has given a local government officer of that local govemmental entity, or a family member of the cHeer, 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 contIact with the local governmental entity; or(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a family member of the officer,
described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or(C) of a family relationship with a local government officer.
City of Denton Ethics Code Ordinance Number 18-757
Definitions
Relative: a family member related to a City Official within the third 3d degree of affinity (marriage) or consanguinity (blood or adoption)
City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Plarming
and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board
Vendor: a person who provides or sccks 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 (8200.00) 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
[kxnSign
Certificate Of Completion
Envelope Id: 94EC5AFD5AB74AD2B4441 BFE466FDC7C
Subject: Please DocuSign: City Council Contract 8322 DNV GL Synergi Product Renewal
Status: Completed
Source Envelope:
Document Pages: 54 Signatures: 6
Initials: 1
Envelope Originator:
Crystal Westbrook
901 B Texas Street
Denton, TX 76209
crystal.westbrook@cityofdenton.com
IP Address: 198.49.140.10
Certificate Pages: 6
AutoNav: Enabled
Envelopeld Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
Record Tracking
Status: Original
1/25/2024 9:51 :41 AM
Holder: Crystal Westbrook
crystal.westbrook@cityofdenton.com
Location: DocuSign
Signer Events
Crystal Westbrook
crystal.westbrook@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: 1/25/2024 9:54:05 AM
Viewed: 1/25/2024 9:54:17 AM
Signed: 1/25/2024 9:56:27 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: 1/25/2024 9:56:29 AM
Viewed: 1/25/2024 11 :45:52 AM
Signed: 1/25/2024 11 :46:28 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
Senior Deptuy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
'Doa6W bF
IMartltUbA,
.4B070B31B4AA438
Sent: 1/25/2024 1 1 :46:31 AM
Viewed: 1/25/2024 2:39:17 PM
Signed: 1/25/2024 2:45:28 PM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:Not Offered via DocuSign
John Akujobi
John.Akujobi@dnv.com
Regional Sales Mgr, Americas
DNV GL Noble Denton USA,LLC.
Security Level: Email, Account Authentication(None)
fR;W “
'782907El8087405.
Sent: 1/25/2024 2:45:32 PM
Viewed: 1/25/2024 4:25:27 PM
Signed: 1/25/2024 4:48:05 PM
Signature Adoption: Drawn on Device
Using IP Address: 73.230.27.10
Electronic Record and Signature Disclosure:Accepted: 1/25/2024 4:25:27 PMID: a2557dbf-2abdJj9b5-b6c7-79c88327c59e
Signer Events
Antonio Puente, Jr
antonio.puente@cityofdenton.com
DME General Manager
Security Level: Email, Account Authentication(None)
Signature Timestamp
Sent: 1/25/2024 4:48:09 PM
Viewed: 1/25/2024 4:50:16 PM
Signed: 1/25/2024 4:50:34 PM
DoaBWbr
[4hla&id PUtAlt, }.E37609&4caBF4BS
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:Accepted: 1/25/2024 4:50:16 PMID: bf800c92-0fee4e98-b514-0aaa95e585b2
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: 1/25/2024 4:50:37 PM
Viewed: 2/21/2024 8:31 :43 AM
Signed: 2/21/2024 8:32:27 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: 2/21/2024 8:32:30 AM
Viewed: 2/21/2024 9:19:18 AM
Signed: 2/21/2024 9:19:28 AM
Signature Adoption: Pre-selected Style
Using IP Address: 47.190.47.120
Signed using mobile
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Jesus Salazar
jesus.salazar@cityofdenton.com
Security Level: Email, Account Authentication(None)
Sent: 2/21/2024 9:19:31 AM
Viewed: 2/21/2024 1 1 :31 :55 AM
Signed: 2/21/2024 11 :32:57 AM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:Accepted: 2/21/2024 11 :31 :55 AMID: a07c7c9b-75c84a71-b8e6-a9d89571 8996
In Person Signer Events Signature
Status
Timestamp
Editor Delivery Events Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status
Status
Timestamp
Certified Delivery Events 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
Status Timestamp
Sent: 1/25/2024 9:56:29 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: 1/25/2024 4:50:36 PM
Viewed: 1/29/2024 8:23:02 AM
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication(None)
Electronic Record and Signature DIsclosure:Not Offered via DocuSign
Sent: 2/21/2024 1 1 :33:00 AM
Viewed : 2/21/2024 4:29:09 PM
Nicholas Dusak
nicholas.dusak@cityofdenton.com
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Sent: 2/21/2024 1 1:33:01 AM
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events
Envelope Sent
Envelope Updated
Certified Delivered
Signing Complete
Completed
Status Timestamps
1/25/2024 9:54:05 AM
1/30/2024 3:15:31 PM
2/21/2024 11 :31 :55 AM
2/21/2024 11 :32:57 AM
2/21/2024 11 :33:01 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: John Akujobi, Antonio Puente, Jr., Jesus Salazar
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From time to time, City of Denton (we, us or Company) may be required by law to provide to
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