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24-270
ORD[NANCE NO. 24-270 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION. AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITHOPEN SYSTEMS INTERNATIONAL, INC., FOR THE IMPLEMENTATION OF AN ADVANCED DISTRIBUTION MANAGEMENT SYSTEM (ADMS) FOR DENTONMUNICIPAL ELECTRIC; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFORE;AND PROVIDING AN EFFECTIVE DATE (RFP 8255 – AWARDED TO OPEN SYSTEMSINTERNATIONAL, INC., IN THE SIX (6) YEAR NOT-TO-EXCEED AMOUNT OF $3,800,000.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for the implementation of an Advanced Distribution Management System (ADMIS) for Denton Municipal Electric; and WHEREAS, the City Manager, or a designated employee, has received, reviewed, and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, this procurement was undertaken as part of the City’s governmental function; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and acceptedherein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies, or services shown in the “Request Proposals” on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFPNUMBER CONTRACTOR AMOUNT 8255 Open Systems International, Inc.$3,800,000.00 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. That should the City and person submitting approved and accepted items wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager, or their designated representative, is hereby authorized to execute thewritten contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities, and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. 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 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. , thi, „di„,„„ w„ m,d, by B„._ J,..,, eh,, flc6+e andif: iIThe motion to secondedTymo enB\;{rlls o 1 n .Thisord=fjy the following vote LI - M Aye Nay Abstain Absent Mayor Gerard Hudspeth:V –va– ,Z U‘ Z L/ L/ 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 this the 2024 GERARD HUDSPETH, MAYOR ATTEST: JESUS SALAZAR, CITY SECRETARY L\\\\ III IIIIf APPROVED AS TO LEGAL FORM:MACK REINWAND, CITY ATTORNEY Digitally signed by MaKella LunnDN: dc=com, dc=cityofdenton, dc=codad, ou=Department Users and Groups, ou=General Government. IC) F+ e9atenW 8ne++++Un email=MaKella.Lunn@cityofdenton.corrl Date: 2024.01.24 1 7:12:38 -06'OO' BY: – Ahn\\h\ \\in DecuSign Envelope ID: 4E32EB6E-31F3J}BDE-AA45-98ECE517E880 DENTON Docusign City Council Transmittal Coversheet 8255RFP File Name Advanced Distrlbution ManagementSystem P,rcha,i„gC,nta,t c h'i;t; ch-1;tl’- CIty C,,„II T„g,t D,t, FEBRUARY 20’ 2024 Piggy Back Option NO Contract Expiration 24Ordinance 270 FEBRUARY 20, 2030 DocuSign Envelope ID: 4E32EB6E-31F34BDE-AA45-98ECE517E880 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND OPEN SYSTEMS INTERNATIONAL, INC. (“OSI”),AN ASPEN TECHNOLOGY, INC. COMPANY (CONTRACT 8255) THIS CONTRACT is made and entered into this date 02/20/2024 , byand between OPEN SYSTEMS INTERNATIONAL, INC., OSI, a Minnesota corporation, whose address is 4101 Arrowhead Drive, Medina, Minnesota 55340-9457, hereinafter referred to as "Contractor" or “OSI”, and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City" “Customer”, or “Purchasing Agent”, to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or their duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide products and/or services in accordance with the City’s document RFP 8255 – Advanced Distribution Management System, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a)(b) (C) Special Terms and Conditions (Exhibit “A”); City of Denton’s RFP 8255 (Exhibit “B” on File at the Office of the Purchasing Agent) as amended by Exhibit C, Part E; Services Contract (Exhibit “C”);Part A Price Forms;Part B List of Deliverables Part C System Configuration Diagram Part D Software License Agreement by and between Contractor and City dated September 21, 2021, as amended December 15, 2023 . Part E Customer RFP as amended by OSI’s Table of Compliance (incorporated byreference due to its extensive volume) Part F OSI Proposal (incorporated by reference due to its extensive volume) Contractor’s Insurance Requirements (Exhibit “D”); Certificate of Interested Parties Electronic Filing (Exhibit "E"); Form CIQ – Conflict of Interest Questionnaire (Exhibit "F"); (d) (e) (f) These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Contract # 8255 DocuSign Envelope ID: 4E32EB6E-31F34BDE-AA45-98ECE517E880 Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 227 1 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor certiftes 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 certifies that Contractor’s signature provides written verifIcation tothe City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm 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 themeanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this agreement, Contractor certiftes 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 fIrearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or fIrearm trade association. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companiesthat do business with Iran, Sudan, or a foreign terrorist organization. By sIgnIng this agreement, Contractor certifies that Contractor’s signature provides written verifcation to the City that Contractor, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization . Failure to meet or maintain the requirements under this provision will be 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 further liability if the City of Contract # 8255 DocuSign Envelope ID: 4E32EB6E-31F3dIBDE-AA45-98ECE517E880 Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country The parties agree to transact business electronically. Any statutory requirements that certain termsbe in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR CITY OF DENTON, TEXASDocuSigned by: BY: I &’'H''’%®mMMia–aTGNATURE Printed Name: Sean Egan Title. Vice Presldent of Finance ATTEST: JESUS SALAZAR, CITY SECRETARY763-551–0559 PHONE NUMBER DocuSigned bF BY, 1 lbs SaIA,yar 2437C77B897541 D,..Sean . Egant3aspentech . com EMAIL ADDRESS APPROVED AS TO LEGAL FORM:MACK REnqWAND, CITY ATTORNEY2024_ 1113357TEXAS ETHICS COMMISSION1295 CERTIFICATE NUMBER BY:ALartLLL&OAhDL B THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operational obligationsand business terms. Antonlo Puente PRINTED NAME DME Genera1 Manager TITLE E1 ect ri c DEPARTMENT DocuSign Envelope ID: 4E32EB6E-31F34BDE-AA45-98ECE517E880 Exhibit A Special Terms and Conditions 1. Total Contract Amount The total Contract amount for services shall not exceed 83,800,000. Pricing shall be per ExhibitC, Part A attached. 2. The Quantities The quantities indicated on Exhibit C Part A are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an asneeded basis. 3. Contract Term The Contract term will be six (6) years commencing upon the issuance of a Notice of Award by the City of Denton. At the sole option of the City of Denton, the Contract, as it relates to the Services set forth in Exhibit C (Services Contract), may be further extended as needed, not to exceed a total of six(6) months. 4. No Excess Obligations In the event the Contract spans multiple fiscal years, the City’s continuing performance under the Contract is contingent upon the appropriation of funds to fulfill the requirements of the Contract by the City Council of the City of Denton. If the City Council of the City of Denton fails to appropriate or allot the necessary funds, City shall issue written notice to Contractor that City mayterminate the Services set forth in Exhibit C (Services Contract) of the Contract without penalty, further duty, or obligation as a result of such failure to appropriate or allot the necessary funds. 5. Payment In accordance with Chapter 2251 of the Texas Gov’t Code: (a) payment shall be made no later than thirty days following the later of (i) delivery of the goods or services, (ii) performance is complete, or (iii) delivery of an invoice to City; and (b) interest, if any, on past due payments shall accrue and be paid at the maximum rate allowed by law. Invoices and any required supporting documents must be presented to: City of Denton – Purchasing Department, 901 B Texas Street, Denton, TX 76201. 6. Tax Exempt No taxes shall be included in the invoice. City is exempt from the payment of taxes and the purchase order serves as the required exemption certificate for tax exemption. The City will provide other exemption certificates or documentation confirming its tax-exempt status as requested. Contract # 8255 DocuSign Envelope ID: 4E32EB6E-31F32IBDE-AA45-98ECE517E880 7. Governing Law and Venue The Contract, exclusive of the Software License Agreement in Exhibit C, Part D, shall beconstrued and enforced under and in accordance with the laws of the State of Texas. Venue for all issues arising from or related to the Contract, except for any issues arising from or related to the Software License Agreement in Exhibit C, Part D, shall be resolved in the courts of Denton County, Texas, and the parties agree to submit to the exclusive jurisdiction of such courts. 8. Reserved. 9. Delivery Delivery shall be FOB Destination. 10. Public Information City shall release information in accordance with the Texas Public Information Act, Tex. Gov’t Code Chapter 552, and other applicable law or court orders. If requested, Contractor shall make public information available to City in an electronic format, and any portions of records claimed by the Vendor to be proprietary must be clearly marked as such. 11. Insurance City is insured for general liability insurance under a self-insurance program covering its limits of liability. The parties agree that such self- insurance by City shall, without fbrther requirement, satisfy all insurance obligations of City under the Agreement. 12. Reserved. 13. INDEMNITY INDEMNIFICATION IS SET FORTH IN EXHIBIT C. Nothing in this Exhibit A shall be construed to create a liability to any person who is not a party to this Exhibit A, andnothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including thedefense of governmental immunity, which defenses are hereby expressly reserved. 14. Limitations City is subject to constitutional and statutory limitations on its ability to enter into certain terms and conditions of the Agreement, which may include those terms and conditions relating to: liens on City property; disclaimers and limitations of warranties; disclaimers and limitation of liability for damages; waivers, disclaimers, and limitation on litigation or settlement to another party; liability for acts or omissions of third parties; payment of attorney’s fees; dispute resolution; and indemnities. Terms and conditions relating to these limitations will not be binding on City, except to the extent not prohibited by the Constitution and the laws of the State of Texas. Contract # 8255 DocuSign Envelope ID: 4E32EB6E-31F3dIBDE-AA45-98ECE517E880 Exhibit B City of Denton’s RFP 8255 on File at the Office of the Purchasing Agent, as amended byExhibit C, Part E Contract # 8255 DocuSign Envelope ID: 4E32EB6E-31F34BDE-AA45-98ECE517E880 Exhibit C Services Contract Contract # 8255 DocuSign Envelope ID: 4E32EB6E-31F34BDE-AA45-98ECE517E880 aDSIAn AspenTech- Business SERVICES CONTRACT Effective Date:(“Effective Date") Customer Name: City of Denton (“Customer”) Customer Address: 1701 Spencer Road, Denton, TX 76205(“Facility”) This Services Contract (“Contract”) is between Customer and Open Systems International, Inc. (“OSI”),an Aspen Technology, Inc. company with offices at 4101 Arrowhead Drive, Medina, Minnesota 55340-9457 USA A. Customer desires to purchase/license the products listed in Part B, List of Deliverables (the “Products”)and the services listed in Part A, Price Forms (the “Services") (together collectively referred to as the“Work"), which may include but not be limited to, OSI proprietary software (“Software"), third-party software,hardware, other equipment, and OSI engineering and development services, to be installed at the CustomerFacility in accordance with the terms of the attached Contract documents and operating pursuant to theSoftware License Agreement by and between OSI and Customer dated September 21, 2021 (Part D). Asused in this Contract, “Parts" refers to the individual attachments to and part of this Contract, each of which is included as a specific element of this Contract. Allof these Parts are identified and listed in Section 2below B. The parties have agreed upon the definitive terms, conditions, prices, equipment, specifications, andprocedures setting forth their agreement for the purchase/licensing by Customer of the Products and Services to be furnished by OSI. The parties agree as follows. 1. Scooe of Contract. OSI agrees to furnish the Work, including installation and testing of same, in agood and workmanlike manner in accordance with the terms, conditions and provisions of this Contract. 2. Contract Documents. This Contract consists of these Standard Terms and Conditions and the attached Parts listed below. In the event of any conflict or discrepancy between the Standard Terms and Conditions and/or any of the listed Parts, the Standard Terms and Conditions shall control and theParts shall apply in the declining order of precedence set forth below. Part Part A Part B Part C Part D Document Name/Description Price FormsList of Deliverables System Configuration Diagram Software License Agreement by and between OSI and Customer dated September 21,2021, as amended December 15. 2023. Customer RFP as amended by OSI's Table of Compliance (incorporated by reference due to its extensive volume)OSI Proposal (incorporated by reference due to its extensive volume) Part E Part F 3.Pricing. The Price Forms in Part A states the prices payable and manner in which payment is to be made by Customer for the Work furnished under this Contract. All prices are stated exclusive of anysales, use or value added tax of any kind and shipping charges. Unless paid directly by Customer,applicable shipping charges will be added to the prices stated and invoiced directly to Customer. UnlessCustomer provides a tax exemption certificate, applicable taxes will be added to the prices stated andinvoiced directly to Customer. Payment terms are net 30 days from receipt of invoice, which shall Page 1 of 7 Rev 6.0 20MAY22 DocuSign Envelope ID: 4E32EB6E-31F3zIBDE-AA45-98ECE517E880 occur upon electronic delivery of such invoice. Page 2 of 7 Rev 6.0 20MAY22 DocuSign Envelope ID: 4E32EB6E-31F34BDE-AA45-98ECE517E880 4.Milestones. For the Work delivered, Customer shall pay OSI upon the following milestones schedule. Phase 1Phase 1 10% 20% Contract Award System Staging at Factory:Successful completion of staging, integration, andtesting of the Development Console/System at thefacto • Delivery of Development Console/System onsite: Successful installation and operation of DevelopmentConsole at DME location • Completion of Factory Acceptance Testing:• Meet the Factory Acceptance Test exit criteria Upon Delivery to DME Site: Delivery of Production System (hardware, software,and other components) to the DME location • Completion of Site Acceptance Testing:• Meet Site Acceptance Test exit criteria Upon Cutover Successful deployment of ADMS system to productionand completion of end user training . • Phase 1 - 3 10% 15% 15% Phase 1 - 4 Phase 1 - 5 Phase 1 - 6 Phase 1 - 7 15% 15% Phase 2 - 1Phase 2 - 2 10% 20% Contract Award System Staging at Factory Successful completion of staging, integration, andtesting of the Development Console/System at thefactol • Delivery of Development Console/System onsiteSuccessful installation and operation of Development•Console for Phase 2 at DME location. Completion of Factory Acceptance Testing• Meet the Factory Acceptance Test exit criteria Upon Delivery to DME Site Delivery of Production System for Phase 2 (hardware,• software, and other components) to the DME location Completion of Site Acceptance Testing• Meet Site Acceptance Test exit criteria Upon Cutover Successful deployment of Phase 2 ADMS system toproduction and completion of end user training. • Phase 2 - 3 10% 15% 15% Phase 2 - 4 Phase 2 - 5 Phase 2 - 6 Phase 2 - 7 15% 15% 5. Chanae Orders, The terms of this Contract, including but not limited to, Price, Deliverables andSchedule, among others, may only be modified or amended by mutually agreed, written Change Orders Page 3 of 7 Rev 6.0 20MAY22 DocuSign Envelope ID: 4E32EB6E.31F3zIBDE-AA45-98ECE517E880 executed by both parties. Change Orders shall have precedence over any conflicting Contractdocuments. 6.Warranties. OSI will provide to or pass through to Customer the following warranties. 6.1 In addition to the warranty provided under the OSI Software License Agreement, any defects inthe OSI Software shall be resolved as part of OSI’s support program, provided Customer has elected to purchase software support pursuant to the Price Forms, Part A. OSI’s obligation undera selected Software support program shall be to repair any defects in the Software. 6.2 OSI will pass through to Customer all standard OEM warranties on all third-party hardware andsoftware supplied by OSI (if any). The minimum term of OEM warranties is as identified by theindividual manufacturer(s). 6.3 THE WARRANTIES PROVIDED HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHERWARRANTIES, AND THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED,ABOUT MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANYTHINGELSE FOR ANY GOODS, DOCUMENTATION OR SERVICES. 7. Software License Aareement. All use and operation of the Software shall be pursuant to and governed by the Software License Agreement in Part D. If this Contract is terminated by either partyprior tocomplete performance, acceptance and payment hereunder, the Software license granted underthe Software License Agreement in Part D shall be immediately revoked. 8.Exclusion of Damages; Limitation of Liability. 8.1 Neither party shall be liable, whether in contract, warranty, tort (including negligence), strictliability, indemnity or any other legal theory, for indirect, special, incidental or consequentialdamages, however caused, including but not limited to any such damages arising out ofthedelivery, use or operation of the Software or other Deliverables, delays in delivery or repair, lossofuse of the Software or other Deliverables, or damage to any documents, data or other propertyof the parties, loss of revenue or profit; for costs of capital or of substitute use or performance; orfor any otherloss or cost of a similar type; or for claims by either party for damages claimed bythe other party’s customers. 8.2 The maximum liability under this Contract for damages or losses for direct, compensatory orsimilar damages shall not exceed double the amount of the total of all sums paid or payable byCustomer to OSI prior to the date on which the act or omission giving rise to the claim arose. 8.3 Both parties agree that the exclusions and limitations set forth in this Section 8 do not precludeeither party from obtaining equitable or injunctive relief or pursuing others who may beresponsible for some or all of the losses incurred. Nothing herein limits the right of OSI to makea claim to collect payments due for Work performed under this Contract. 9. Non6olicitation ofEmDlovees. 9.1 Neither party shall, during the term of this Contract and for a period of 24 months thereafter, solicit or offer employment to any person who is or was an employee of the other party duringthe 24 months preceding such solicitation or offer and with whom such party had substantialcontact in the course of the performance of the parties' obligations under this Contract. 9.2 OSI declares and Customer acknowledges that OSI has strict Confidentiality/Non-DisclosureAgreements with its employees which may bar a former employee from working directly on anOSI system owned or controlled by a customer following the termination of that employee’semployment with OSI. 10. Confidentiality. Page 4 of 7 Rev 6.0 20MAY22 DocuSign Envelope ID: 4E32EB6E-31F34BDE-AA45-98ECE517E880 10.1 Each party agrees that should a party (the “Disclosing Party”) share information with the otherparty (the “Receiving Party") which is designated or information which, under the circumstancessurrounding disclosure ought to be treated as confidential by the Receiving Party marked asproprietary or confidential, (hereinafter “Confidential Information"), the Receiving Party shallnot disclose this Confidential Information to anyone or use this Confidential Information for anypurpose independent of the fulfillment of this Contract. 10.2 The Receiving Party shall not use any Confidential Information to the detriment of theDisclosing Party and shall use efforts to protect the confidentiality of any such ConfidentialInformation commensurate with those which it employs to protect its own ConfidentialInformation. 10.3 The Receiving Party will ensure that it enters into agreements with employees, consultants,agents, shareholders and any other who have or may obtain access to the ConfidentialInformation to maintain such Confidential Information in confidence. Confidential Information shall not include information which is: (a) rightfully in the possession of or known to the ReceivingParty prior to the disclosure without an obligation to maintain its confidentiality, (b) publicly knownor becomes publicly known through no unauthorized act of the Receiving Party, (c) rightfullyreceived by the Receiving Party from a third party without obligation of confidentiality, or (d)independently developed by or for the Receiving Party. 10.4 In the event the Receiving Party receives a subpoena or other validly issued administrative orjudicial process demandIng the production of Confidential Information previously provided by theDisclosing Party, the Receiving Party shall promptly notify the Disclosing Party of this fact andtender the defense of or opposition to this subpoena or demand to the Disclosing Party. If the subpoena or demand is not timely limited, quashed or extended, the Receiving Party shallthereafter be entitled to comply with such subpoena or demand to the extent required by law. Ifrequested by the Disclosing Party after the tender of defense or opposition is accepted, theReceiving Party shall cooperate in such defense or opposition at the expense of the Disclosing Party 10.5 These confidentiality rights and obligations shall apply to all Confidential Information provided by either party at any time before or after execution of this Contract and shall survive completionor termination of this Contract for any reason. 10.6 Each party shall have a continuing obligation to ensure that it does not disclose the other party’sConfidential Information publicly or to any impermissible third parties or use that ConfidentialInformation for purposes other than those intended under this Contract without the other party’sexpress consent as long as the Confidential Information remains a trade secret, criticalinfrastructure information or personally identifiable information under the applicable governinglaws of this Contract and has not been published or placed in the public domain by means otherthan as the result of a disclosure in breach of this Contract. 10.7 OSI acknowledges that the City of Denton must strictly comply with the Public Information Act, Chapter 552, Texas Government Code in responding to any request for public informationrelated to this Contract. This obligation supersedes any conflicting provisions of this Contract.All material submitted by OSI to the City of Denton shall become property of the City uponreceipt. Any portions of such material claimed by OSI to be proprietary must be clearly markedas such. Determination of the public nature of the material is subject to the Texas Public Information Act, chapter 552, and Texas Government Code. Page 5 of 7 Rev 6.0 20MAY22 DocuSign Envelope ID: 4E32EB6E-31F3=IBDE-AA45-98ECE517E880 11. Schedule. The Services covered by this Contract shall be completed in accordance with the mutuallyagreed upon project schedule. If the acts or omissions of any party causes the project to fall behind the project schedule the parties shall meet to discuss the actions necessary to recover schedule and eachshall cooperate with such actions unless the parties mutually agree to a revised project schedule. 12.Risk of Loss. Customer is not required to accept the Work until after completion of Site AcceptanceTesting, if any is required under this Contract. Notwithstanding any other language in this Contract, including any of the attached Parts, the risk of loss for OSI supplied hardware shall pass to Customerno later than when the equipment reaches Customer’s dock. Customer shall insure all equipmentdelivered by OSI from the time the equipment is received at Customer’s dock until the completion ofthe project performed under this Contract. 13. Insurance. OSI shall secure and maintain at its expense in accordance with the laws of the State of Texas, insurance coverages that meet the requirements set forth in Exhibit D (Contractor’s InsuranceRequirements). 14. DisDute s. Either party may pursue emergency equitable or injunctive relief where necessary to preventirreparable harm for which damages or other remedies at law may be inadequate. Otherwise, disputesarising out of or relating to this Contract and not resolved in the normal course of business shall beresolved as follows: (a) The claimant shall provide written notice of the dispute and claimant’s desiredremedy to the other party. (b) Executives authorized to resolve the dispute shall meet and attempt in good faith to resolve such dispute by negotiations. (c) if negotiations are unsuccessful, the dispute shall be referred to arbitration by a panel of three arbitrators in accordance with the American ArbitrationAssociation Rules for Commercial Disputes. The arbitrators shall have substantial expertise ininformation technology disputes and may allow reasonable discovery and expert testimony and issue a reasoned opinion as part of any arbitration award. The place of arbitration will be Boston, Massachusetts. The language to be used in the arbitration proceedings will be English. Judgment uponthe award rendered by the arbitration panel may be entered by any court having jurisdiction. The laws of the State of Texas, USA shall govern the validity, interpretation and enforcement of this Contract. 15. Indemnification. OSI WILL INDEMNIFY AND HOLD HARMLESS CUSTOMER (INCLUDING ITSAFFILIATES, AND ALL DIRECTORS, OFFICERS AND EMPLOYEES), AS INDEMNITEE(S),AGAINST ANY AND ALL THIRD PARTYCLAIMS, LIABILITIES, LEGAL ACTIONS, COSTS ANDEXPENSES, INCLUDING REASONABLE LEGAL FEES, TO THE EXTENT CAUSED BY OSI’SNEGLIGENCE OR INTENTIONAL MISCONDUCT IN CONNECTION WITH THE PERFORMANCE OFTHIS CONTRACT BY INDEMNITOR, ITS AGENTS OR EMPLOYEES, AND SHALL, UPONINDEMNITEE’S REQUEST, DEFEND AT ITS SOLE COST ANY SUIT ASSERTING A THIRD PARTYCLAIM COVERED BY THIS INDEMNITY. THE INDEMNITEE SHALL GIVEWRITrEN NOTICE TOTHE INDEMNITOR OF ANY CLAIM UNDER THIS SECTION 15. 16. Force Maieure. Except for Customer’s obligations to pay the fees due under this Contract, neither partyshall be considered in default in the performance of its obligations under this Contract to the extent thatthe performance of any such obligation is prevented or delayed by any cause, existing or future, which is beyond the reasonable control of the affected party such as acts of God (including hurricanes or othermajor natural disasters), regulations or orders of governmental authorities, fire, flood, explosion, actsof terrorism, war, disorder, civil disaster, or other emergency. If either party claims that performance ofits obligations was prevented or delayed by any such cause, that party shall promptly notify the otherparty of that fact, and of the circumstances preventing or delaying performance within five (5) businessdays 17. No Assjgnment. Neither party may assign or otherwise transfer its rights or obligations under thisContract except with the written consent of the other party, which will not be unreasonably withheld.Any prohibited assignment will be null and void. Notwithstanding the foregoing, OSI may, upon writtennotice to Customer, assign its obligations under this Contract to a parent, subsidiary or holding companyfor the purposes of ownership restructuring, or in connection with a merger or other businesscombination in which OSI isnot the surviving entity. Page 6 of 7 Rev 6.0 20MAY22 DocuSign Envelope ID: 4E32EB6E-31F34BDE-AA45-98ECE517E880 18 Term and Termination. Unless terminated as provided for herein, the term of this Contract shall beas set forth in Exhibit A (Special Terms and Conditions). This Contract may be terminated immediatelyupon notice to the breaching party if (a) either party materially breaches the terms of this Contract andfails to cure such breach within forty- five (45) days of receipt of written notice of such breach; (b)either party becomes insolvent or files apetition of bankruptcy; or (c) Customer fails to pay any invoicedue and payable for more than ninety (90) days after receiving written notice that such invoice isoverdue 19. Survival. Sections 7- 10, 12, 14 - 15, and any other sections that, by their terms, extend beyond theTerm of this Contract survive termination of this Contract for any reason. 20.Complete Aqreement. Each party acknowledges that it has read and understands this Contract andagrees to be bound by its terms. The parties further agree that this Contract and its accompanyingParts, is the complete and exclusive statement of this Contract between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral or written, between theparties. Any terms and conditions included in any purchase order shall be of no force and effect andshall not in any way be deemed to amend, modify, supersede or supplement this Contract. ThisContract may not be modified or altered except by written instrument duly executed by both parties. 21. Waiver. The waiver or failure of either party to exercise in any respect any right provided for hereinwill not be deemed a waiver of any other right hereunder. 22. Severability. If any provision of this Contract is invalid, illegal or unenforceable under any applicablestatute or rule of law, only that provision is to be deemed omitted, and the remaining provisions will not be affected in any way. 23. COunterDarts. This Contract may be executed in counterparts, all of which when executed and delivered, will constitute one single agreement between the parties. Upon signature below by the duly-authorized representative of each party, this Contract shall be effectiveas of the Effective Date. OPEN S NATIONAL, INCX SLabMZ7laal®©Gniii CUSTOMEr}_M,,m ,, SMA Ha.4by -5236DB296ntSbnature) NAME. Sean Egan NAME: Sara Hens1 ey TITLE. Vice PresIdent of F1 nance DATE. 1/18/2024 TITLE: DATE: C1 ty Manager 2/21/2024 Page 7 of 7 Rev 6.0 20MAY22 DocuSign Envelope ID: 4E32EB6E-31F3zIBDE-AA45-98ECE517E880 Exhibit C Part A Pricing Contract # 8255 DocuSign Envelope ID: 4E32EB6E-31F34BDE-AA45-98ECE517E880 4B1 :1: 1::11: pIe n Te C h (R B U S i n e S S B+ETONHIllel PItEIEG TRIG PRICE FORMS Phase 1 Descriptioni-mrty SoftwaremiRma mlementation (project management, engineering, testing, site installation,commissioning and documentation, cyber security design OSI UniversityTM Training C3 weeks total :fM Total Phase 1 Project Costl@mT==an Per List of Deliverables (Includes OSI Gold Support/Maintenance andPatch Management Bar 2 (Includes OSI Gold SupMr2[$naR8e ance and PatchManagement Rear 3 (Includes OSI Gold Support/MaIntenance and PatchManagement Fear 4 (Includes OSI Gold Support/Maintenance and PatchManagement War 5 (Includes OSI Gold Support/Maintenance and PatchManagement Year 6 (tnctuci;port/Maintenance and PatchManagement Total Phase 1 License Cost (6 Year Term: ‘ me No.Price Provided by DME $696,762 [–3–r 1 2 3 4 5 6 W4 7 $210,252 $216,560 $223,056 $229,748 $236,641 $243 ,740 1 Open Systems International, Inc.3-2 Confidential Denton Municipal Electric DocuSign Envelope ID: 4E32EB6E-31F3=IBDE-AA45-98ECE517E880 C+ as IAn AspenTech'= Business W#TON'H 1 1 1 : 1 P I IEl[GTRIE PRICE FORMS Phase 2 me No. 1 2 3 I II––FI1-liE Description IEardware and 3rd Party Software mr g and Implementation (project management, engineering, testing, site installation,commissioning and documentation, cyber security desjgn' WI UniversityTM Training (2 weeks total for up to 5 students Price r $370, 116 W2 $397,366 1 s $108,947 Per List of Deliverables (Includes OSI Gold Support/Maintenance andPatch Management M 2 (Includes OSI Gold Support/Maintenance and PatchManagement:F 3 (IncludE;mEIFaMeManagement: IEear 4 (Includes OSI Gold Support/Maintenance and PatchManagement]©ar 5 (IncluJ=MTbManagement Mar 6 (Includes OSI Gold Support/Maintenance and PatchManagement 2 3 4 5 6 –Fr– I1 1 $112,216 $115,582 $119,050 $122,621 $126,300 $704,715Total Phase 2 License Cost 6 Year Term Open Systems International, Inc.3-3 Confidential Denton Municipal Electric DocuSign Envelope ID: 4E32EB6E-31F34BDE-AA45-98ECE517E880 C+ as IAn AspenTech" Business B#RTON'H I I I e 1 P 1 1IIE G TRIG PRICE FORMS Notes 1. Project is subject to OSI’s standard terms and conditions, which will be provided upon request .2. Prices are in US Dollars and do not include sales or usage taxes. 3. Proposed payment terms are Net:30 with payment milestones as follows:Term Licensing: a. 100% of Year 1 Term Licensing Upon Contract Award b. 100% of Years 2-6 Term Licensing ailled annually thereafter Services & Training a. 10% Upon Contract Award b. 20% Upon System Staging at Factory c. 10% Upon Delivery of Development Console/System Onsite d. 15% Upon Completion of Factory Acceptance Testing e. 15% Upon Delivery to DME Site f. 15% Upon Completion of Site Acceptance Testing g. 15% Upon System Ready for Cutover 4. The pricing quoted above is valid for 120 days.5. Prices exclude shipping costs and tariffs. Applicable shippIng costs and tariffs will beadded to invoices 6. If DME chooses to use a third party vendor management tool that results in fees to OSI, OSI reserves the right to invoice DME for the associated fees.7. Term licensing incldues OSI's monarch Gold Support Program and Gold Patch Management upon delivery of Software.8. Future annual term license fees will be subject to a 3% increase in pricing. 9. Patch Management includes entitlements for server operating systems, hypervisor (vmware), workstation operating systems and RDBMS for system components deployed as part of this project.10. Travel is not included and will be billed as incurred 11. User Training as quoted assumes Maintenance and Software training at OSI UniversityTM (OSIU) in Minneapolis, Minnesota and Operator Training on site at DME’s facilities or remotely. 12. DME shall provide all required 3rd party equipment and software (“CFE'’) for the Project except for that OSI-provided equipment identified in the List of Deliverables in Location. Prior to DME shipping the CFE to the OSI site, OSI and DME will mutually agree upon the configuration to be used for this CFE. DME shall be responsible for timely delivery of all CFE to OSI in compliance with the mutually agreed upon Project Schedule for integration with the OSI software. DME shall pay all shipping and insurance costs both toand from OSI and shall be responsible for all CFE warranties. Open Systems International, Inc.34 Confidential Denton Municipal Electric DocuSign Envelope ID: 4E32EB6E-31F3JtBDE-AA45-98ECE517E880 SI An AspenTech'; Business W&TON1 PAI[IEG TIIE PRICE FORMS 13. The performance and functionality of the ADMS applications rely upon a consistent GIS model, as this is the sole source of DME’s electrical network input to these applications. It is assumed DME's GIS contains a complete and consistent 3-phase electrical network model with connectivity that can be imported into the OSI system. The model will be provided to OSI in a mutually agreed and open format at an early date during the project implementation. Any major discrepancies or incomplete GIS data and modeling must be resolved by DME. It is the responsibility of DME to ensure that the applicable data access and 3rd party licensing is available for OSI’s engineering teams to deploy the model extraction tool. The DME must provide a read-only user account and login for OSI’s model extractor to use any time data needs to be accessed from the GIS. 14. It is assumed devices used for view-only web-access will be standard modern Windows,Android or IOS (version 15+) devices. Apple/ iOS devices below version 15 may requirean alternate configuration . 15. If desired by DME, services related to the installation and configuration of the OSI software can be contracted separately by one of OSI's trusted service partners. If DMEselects OSI's software technology, OSI will assist DME in finding a qualified installationservices partner. Open Systems International, Inc.3-5 Confidential Denton Municipal Electric DocuSign Envelope ID: 4E32EB6E-31F32}BDE-AA45-98ECE517E880 Exhibit C Part B List of Deliverables Contract # 8255 DocuSign Envelope ID: 4E32EB6E-31F34BDE-AA45-98ECE517E880C) as IAn AspenTech'' Business B#RTON'M B N 1 B 1 P I IEIEGTBIG LIST OF DELIVERABLES Phase 1 OSI Software Application Licenses [Net New] Item 1 Description OpenView Client GUI/MMI (Includes: Trending, ViewPoint Alarm Management, Dashboards,Graphical and Tabular Displays)No. of Consoles SNMP (Simple Network Management Protocol) Interface Qty 2 5 3 Web GUI/MMI (Browser-based Access)No. of Concurrent Users 10 4 OSI Voyager (Read-only Display Viewer) 5 OpenLSR (Load Shed and Restoration) 6 OSI EITK (Enterprise Integration Toolkit)No. of External Interfaces 5 7 OSI Forecast No. of Load Forecasts Neural Network Algorithm 10 Yes AD8 8a 8b Spectra DMS (Distribution Management System) Base OSI GIS Interface (Geographical Information System Interface) Spectra eMAP (Distribution Modelling and Toplogy Processing)No. of MV/HV Feeders No. of Concurrent Study Users 250 1 9 Spectra DPF (Distribution Power Flow)(Includes Short Circuit Analysis)No. of MV/HV Feeders 250 10 Spectra DSE (Distribution State Estimation)No. of MV/HV Feeders 250 11 Spectra DOTS (Distribution Operator Training Simulator)No. of MV/HV Feeders No. of OTS Instances 250 1 12 AMI (Advanced Metering Infrastructure) Interface (MultiSpeak Web Service Interface) Open Systems International, Inc.4-2 Confidential Denton Municipal Electric ISign Envelope ID: 4E32EB6E-31F34BDE-AA' C+ as I 5-98ECE517E880 An AspenTech'- Business WRTON’HIll BIll IElle TRIG LIST OF DELIVERABLES Qty No. of Links 1 Item Description 13 OpenDMA (MultiSpeak Interface) 13 SOM Planner (Switch Order Management) 14 ElectraOMS (Outage Management System) Base(Includes: Contact Management, Outage Analysis, Crew Dispatch,Outage Information, Damage Assessment, MultiSpeak & REST APIs, Outage Data Export) No. of Customer Meters 70,000 No. of LV/MV/HV Feeders 250 15 OSI Compass (Mobile Field Crew Application) Base(Includes: Offline Map View, Job Management)No. of Concurrent Users 1 5 Phase 2 OSI Software Application Licenses [Net New] Item Description Qty 1 Spectra WC/CVR (Volt/VAR Control and Conservation Voltage Reduction) Model-based Mode yes No. of MV/HV Feeders 250 2 Spectra FLISR (Fault Location / Isolation / System Restoration)No. of MV/HV Feeders 250 3 Spectra FPA (Fault Protection Analysis and Coordination)No. of MV/HV Feeders 250 4 Spectra FR (Feeder Reconfiguration) 5 Spectra DOPF (Distribution Optimal Power Flow)No. of MV/HV Feeders 250 6 Integra DERMS (Distributed Energy Resource Management System) Base(Includes: Modelling and Visualization, Monitor and Control, Estimation) No. of DERs 100 No. of MV/HV Feeders 250 7 Integra DERMS Advanced (Optimization and Scheduling) No. of DERs 100 Open Systems International, Inc. 4-3 Confidential Denton Municipal Electric DocuSign Envelope ID: 4E32EB6E-31F3JtBDE-AA45-98ECE517E880 Cq as IAn AspenTech" Business D+KTON’H -1 1 1 : 1 P 1 1EIEETH IC LIST OF DELIVERABLES Qty No. of Microgrids 5 Item Description 8 Integra DERMS Microgrid Management V VVI I v119vlnab Environment Licenses Item Description1 Production Environment No. of DER Forecasts 1,000 Qty 1Redundant Yes Redundant No2 Pre-Production/Quality Assurance Environment Open Systems International, Inc.44 Confidential Denton Municipal Electric DocuSign Envelope ID: 4E32EB6E-31F34BDE-AA45-98ECE517E880 I TON&!aHillel PItEIEG TRIGAn AspenTech" Business LIST OF DELIVERABLES Customer-Furnished Recommended Primary Site System Hardware [Net New] Item 1 1a DescriptionSCADA LAN Host Server** DMS Application Virtual Server12 core 2.5GHz CPU 64GB RAM 600GB Disk 300 IOPS Qty 2 2a OMS DMZ LAN Host Server OMS Application Virtual Server12 cores 2.4GHz CPU 64GB RAM 600GB Disk 300 IOPS 2b OMS Interface Virtual Server 8 cores 2.1 GHz CPU 64GB RAM 300GB Disk 300 IOPS 2c Map Virtual Server4 cores 2.IGHz CPU 32GB RAM 300GB Disk 300 IOPS 3 3a DMZ LAN Host Server** Mobile/Read-Only Web User Virtual Server16 cores 2.4GHz CPU96GB RAM 600GB Disk300 IOPS Open Systems International, Inc.4-5 Confidential Denton Municipal Electric DocuSign Envelope ID: 4E32EB6E-31F3J+BDE-AA45-98ECE517E880C) as IAn AspenTech'' Business D#tTON'HIlIEI PAIEIEGTHIG LIST OF DELIVERABLES Item4 Description Qty Operations Workstation (2 monitor)3.6GHz Intel Quad Core HT Xeon32GB RAM 500GB Hard Disk (2) Gigabit Ethernet PortsAMD Radeon Pro W6600 Graphics CardDVD-RW (2) 23" Flat Panel Displays 3 Year NBD OEM Warranty 1 5 Cisco Catalyst 9200L Gigabit Ethernet Layer 2 Switch - 24 PortDNA Essential, 3 Year SmartNet 8x5, 3 Year 1 6 USB KVM Adaptor (as required)1 Lot 1 Lot7 LAN Cabling/Connectors Open Systems International, Inc.4-6 Confidential Denton Municipal Electric DocuSign Envelope ID: 4E32EB6E-31F34BDE-AA45-98ECE517E880 a1P :1: : :1: pIe n Te C h 6 B U S i n e S S D&ETON’H I I I t 1 P 1 1EIE£ TIIE LIST OF DELIVERABLES Customer-Furnished Recommended QAS System Hardware [Net New] Item 1 1a Description QtySCADA LAN Host Server** DMS Application Virtual Server12 core 2.5GHz CPU 64GB RAM 600GB Disk 300 IOPS 2 2a OMS DMZ LAN Host Server OMS Application Virtual Server12 cores 2.4GHz CPU 64GB RAM 600GB Disk 300 IOPS 2b OMS Interface Virtual Server 8 cores 2.1 GHz CPU 64GB RAM 300GB Disk 300 IOPS 2c Map Virtual Server4 cores 2.1 GHz CPU 32GB RAM 300GB Disk 300 IOPS 3 3a DMZ LAN Host Server** Mobile/Read-Only Web User Virtual Server16 cores 2.4GHz CPU 96GB RAM 600GB Disk 300 IOPS Open Systems International, Inc.4-7 Confidential Denton Municipal Electric DocuSign Envelope ID: 4E32EB6E-31F3dIBDE-AA45-98ECE517E880 C+ as IAn AspenTech" Business B#RTON’HI 1 1 B 1 P 1 1EIE6TH IC LIST OF DELIVERABLES Item4 Operations Workstation (2 monitor)3.6GHz Intel Quad Core HT Xeon32GB RAM 500GB Hard Disk (2) Gigabit Ethernet Ports AMD Radeon Pro W6600 Graphics CardDVD-RW (2) 23" Flat Panel Displays 3 Year NBD OEM Warranty Description Qty 1 5 Cisco Catalyst 9200L Gigabit Ethernet Layer 2 Switch - 24 PortDNA Essential, 3 YearSmartNet 8x5, 3 Year 1 6 USB KVM Adaptor (as required)1 Lot 1 Lot7 LAN Cabling/Connectors Open Systems International, Inc.4-8 Confidential Denton Municipal Electric DocuSign Envelope ID: 4E32EB6E-31F3-iBDE-AA45-98ECE517E880 I WRTONHIll tIP AtAn AspenTech" Business ElIE TRIG LIST OF DELIVERABLES Customer-Furnished Recommended DOTS System Hardware [Net New] Item 1 1a DescriptionDOTS LAN Host Server DOTS Virtual Server 12 core 2.5GHz CPU 64GB RAM 600GB Disk 300 IOPS Qty 1 2 Training Workstation (2 monitor)3.6GHz Intel Quad Core HT Xeon32GB RAM 500GB Hard Disk (2) Gigabit Ethernet Ports AMD Radeon Pro W6600 Graphics CardDVD-RW (2) 23" Flat Panel Displays 3 Year NBD OEM Warranty 3 Cisco Catalyst 9200L Gigabit Ethernet Layer 2 Switch - 24 PortDNA Essential, 3 YearSmartNet 8x5, 3 Year 1 4 USB KVM Adaptor (as required)1 Lot 1 Lot5 LAN Cabling/Connectors Open Systems International, Inc.4-9 Confidential Denton Municipal Electric DocuSign Envelope ID: 4E32EB6E-31F3=IBDE-AA45-98ECE517E880 SI D+KTON'H I I I E 1 p I IEIE£TR IGAspenTech'- Business LIST OF DELIVERABLES Customer-Furnished Recommended Backup Site System Hardware [Net New] Item 1 1a Description QtySCADA LAN Host Server** DMS Application Virtual Server12 core 2.5GHz CPU 64GB RAM 600GB Disk 300 IOPS 2 2a OMS DMZ LAN Host Server OMS Application Virtual Server12 cores 2.4GHz CPU 64GB RAM 600GB Disk 300 IOPS 2b OMS Interface Virtual Server 8 cores 2.1 GHz CPU 64GB RAM 300GB Disk 300 IOPS 2c Map Virtual Server4 cores 2.1 GHz CPU 32GB RAM 300GB Disk 300 IOPS 3 3a DMZ LAN Host Server** Mobile/Read-Only Web User Virtual Server16 cores 2.4GHz CPU96GB RAM 600GB Disk 300 IOPS Open Systems International, Inc.4-10 Confidential Denton Municipal Electric DocuSign Envelope ID: 4E32EB6E-31F34BDE-AA45-98ECE517E880 C+ as IAn AspenTech" Business WKTONHIllel IllElIE TIIE LIST OF DELIVERABLES Item 4 Description Operations Workstation (2 monitor)3.6GHz Intel Quad Core HT Xeon32GB RAM 500GB Hard Disk (2) Gigabit Ethernet Ports AMD Radeon Pro W6600 Graphics CardDVD-RW (2) 23" Flat Panel Displays 3 Year NBD OEM Warranty Qty 1 5 Cisco Catalyst 9200L Gigabit Ethernet Layer 2 Switch - 24 PortDNA Essential, 3 YearSmartNet 8x5, 3 Year 1 6 USB KVM Adaptor (as required)1 Lot 1 Lot7 LAN Cabling/Connectors Open Systems International, Inc.4-1 1 Confidential Denton Municipal Electric DocuSign Envelope ID: 4E32EB6E.31F34BDE-AA45-98ECE517E880 C+ as IAn AspenTech" Business D#WTON’H 1 1 1 : 1 P I IEIEETH IG LIST OF DELIVERABLES Customer-Furnished Recommended 3rd Party Software [Net New] Item Description1 C Compiler and Development Tools Qty1 Lot 2 GIT Revision Control Software 1 Lot 3 Microsoft Office 2019 Standard Ed. OLP 5 5 1 Lot 1 Lot 4 Windows 10 Professional 64-bit 5 Red Hat Enterprise Linux 8 (Entry Level Self Support for 2 years) 6 Windows Server 2022 Standard 6a Windows Server User CAL 7 Vmware Standard Licensing (2 years of OEM support) 7a Vsphere Hypervisor License (1 per cpu on host servers)1 Lot 8 8a 8b 8c 8d 8e 8f Other Recommended Security Software Anti-Virus (Symantec Endpoint Protection, etc.) Backup/Restoration Solution (NetApp, Acronis, etc.) Central Logging System (Tripwire LogCenter, etc.) Intrusion Prevention/Detection (Cisco FirePower, etc.) Dual-factor Authentication (RSA, etc.) Application Whitelisting (Carbon Black, etc.) Notes **Virtual servers may be hosted on existing servers or new host servers, depending upon resource availability and DME preferences. Open Systems International, Inc.4-1 2 Confidential Denton Municipal Electric DocuSign Envelope ID: 4E32EB6E-31F34BDE-AA45-98ECE517E880 C+ as IAn AspenTech” Business WRTONHIlIEI PII[IEG TRIG LIST OF DELIVERABLES Options Item Description 1 Electra aMS Public Outage Portal 2 AVL (Automatic Vehicle Location) Interface Q1 No. of Customer Meters 70,000 Open Systems International, Inc.4-13 Confidential Denton Municipal Electric DocuSign Envelope ID: 4E32EB6E-31F34BDE-AA45-98ECE517E880 Exhibit C Part C System Configuration Diagram Contract # 8255 ===e BaE U:1bblg!g g gB a<)! ! ! !!! gg ! ! iRii ':I- iii iiijCaC) Qa gon 3X 11111 ! ! ! ! ! ! C( k ::: i!! iii 3 ii Ca a •ISIn3a)iFaaC)EBin>bV)UlSa< LU=a ! ! q i i : : !! i !! !!! g -gi :1 ::i ii i : 1 :i! ! I li!!! .MI J gIg! iiiel : ! i +}{@ I-{}}{}'i–Ina VIg 31 To =a g>b C LS g E a = O3::CaC)atBEa !!!nl rdO : La FnLL! nia g 2LU B)Ul 8a iaonii hi I Cf)cr)a)C'a)3noaL) heCa)alcr) <C < B !!!I ! ? g :! ! g: iiI ; ;i:Iii ina$: $ DocuSign Envelope ID: 4E32EB6E-31F34BDE-AA45-98ECE517E880 Exhibit C Part D Software License Agreement by and between Contractor and City dated September 21, 2021, as amended December 15, 2023. Contract # 8255 DocuSign Envelope ID: 4E32EB6E-31F3-+BDE-AA45-98ECE517E880 Exhibit C Part E Customer RFP as amended by OSI’s Table of Compliance (incorporated by reference due to its extensive volume) Contract # 8255 DocuSign Envelope ID: 4E32EB6E-31F3-+BDE-AA4$98ECE517E880 Exhibit C Part F OSI Proposal (incorporated by reference due to its extensive volume) Contract # 8255 DocuSign Envelope ID: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880 Exhibit D Contractor’s Insurance Requirements Respondent’s attention is directed to the insurance requirements below. It is highlyrecommended that respondents confer with their respective insurance carriers orbrokers to determine in advance of Proposal/Bid submission the availability of insurancecertificates and endorsements as prescribed and provided herein. If an apparent low respondent fails to comply strictly with the insurance requirements, that respondent maybe disqualified from award of the contract. Upon contract award, all insurancerequirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor,the Contractor shall provide and maintain until the contracted work has beencompleted 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 filewith the Purchasing Department satisfactory certificates of insurance includingany applicable addendum or endorsements, containing the contract number andtitle of the project. Contractor may, upon written request to the PurchasingDepartment, ask for clarification of any insurance requirements at any time;however, Contractors are strongly advised to make such requests prior toproposal/bid opening, since the insurance requirements may not be modified orwaived after proposal/bid opening unless a written exception has been submittedwith the proposal/bid. Contractor shall not commence any work or deliver anymaterial 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 requirementsshall comply with the following general specifications, and shall be maintained incompliance with these general specifications throughout the duration of theContract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A+ or better. •Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles orself-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. •Liability policies shall be endorsed to provide the following: Contract # 8255 DocuSign Envelope ID: 4E32EB6E-31F3'+BDE-AA45-98ECE517E880 o Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. 0 That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer’s limit of liability. o Provide a Waiver of Subrogation in favor of the City of Denton, its officials,agents, employees, and volunteers. • Cancellation: City requires 30 day written notice should any of thepolicies described on the certificate be cancelled or materially changedbefore the expiration date. •Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of thiscontract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give riseto claims made after expiration of the contract shall be covered. 4 •Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractorshall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. •Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effectiveas 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 shalladditionally comply with the following specifications, and shall be maintained incompliance with these additional specifications throughout the duration of theContract, or longer, if so noted: A. COMMERCIAL GENERAL LIABILITY INSURANCE Commercial General Liability Insurance including, but not limited to, Premises/Operations, Personal & Advertising Injury, Products/Completed Operations, Independent Contractors, and Contractual Liability with minimum Contract # 8255 DocuSign Envelope ID: 4E32EB6E-31F34BDE-AA45-98ECE517E880 combined bodily injury (including death) and property damage limits of $1,000,000.00 per occurrence and $2,000,000.00 general aggregate. B. Technology Errors & Omissions Liability Insurance Technology Errors and Omissions Insurance to provide coverage for any damage or losses arising from the rendering of, negligent or improper performance of, or failure to perform technology services including, but not limited to, media content,network security breaches and negligent design, website design, hosting and support, content management, user optimization services, system integrations, system creation designed to migrate to various platforms, the design and/or implementation of add-on platforms, the provision of guidance regarding industrybest practices and custom translation solutions and other website functionality, the provision of analytics on site usage, with minimum limits of $4, 000,000 perclaim Contract # 8255 DocuSign Envelope ID: 4E32EB6E-31F3JIBDE-AA45-98ECE517E880 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract isawarded, in accordance with Government Code 2252.908. The contractor shall: 1. 2 3. 4. 5 6. Log onto the State Ethics Commission Website at : https://www .ethics.state.tx.us/filinginfo/ 1295/ Register utilizing the tutorial provided by the State Print a copy of the completed Form 1295 Enter the Certificate Number on page 2 of this contract. Complete and sign the Form 1295 Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day afterCouncil award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. Contract # 8255 DocuSign Envelope ID: 4E32EB6E-31F32IBDE-AA45-98ECE517E880 INSURANCE REQUIREMENTS Respondent’s attention is directed to the insurance requirements below. It is highlyrecommended that respondents confer with their respective insurance carriers orbrokers to determine in advance of Proposal/Bid submission the availability ofinsurance certificates and endorsements as prescribed and provided herein. If an apparent low respondent fails to comply strictly with the insurance requirements, thatrespondent may be disqualified from award of the contract. Upon contract award,all insurance requirements shall become contractual obligations, which thesuccessful contractor shall have a duty to maintain throughout the course of thiscontract STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of theContractor, the Contractor shall provide and maintain until the contracted workhas been completed and accepted by the City of Denton, Owner, the minimuminsurance coverage as indicated hereinafter. As soon as practicable after notification of contract award, Contractor shall filewith the Purchasing Department satisfactory certificates of insurance includingany applicable addendum or endorsements, containing the contract number andtitle of the project. Contractor may, upon written request to the PurchasingDepartment, ask for clarification of any insurance requirements at any time;however, Contractors are strongly advised to make such requests prior toproposal/bid opening, since the insurance requirements may not be modifiedor waived after proposal/bid opening unless a written exception has beensubmitted with the proposal/bid. Contractor shall not commence any workor deliver any material until he or she receives notification that the contract hasbeen accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of theserequirements shall comply with the following general specifications, and shallbe maintained in compliance with these general specifications throughout theduration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A+ or better. •Any deductibles or self-insured retentions shall be declared in the proposal. Ifrequested by the City, the insurer shall reduce or eliminate such deductibles orself-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing paymentof losses and related investigations, claim administration and defenseexpenses. •Liability policies shall be endorsed to provide the following: Advanced Distribution Management – 8255 DocuSign Envelope ID: 4E32EB6E-31F34BDE-AA45-98ECE517E880 o Name as Additional Insured the City of Denton, its Officials, Agents,Employees and volunteers. 0 That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy andthat this insurance applies separately to each insured against whomclaim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. o Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. • Cancellation: City requires 30 day written notice should any of thepolicies described on the certificate be cancelled or materially changedbefore the expiration date. •Should any of the required insurance be provided under a claims made form,Contractor shall maintain such coverage continuously throughout the term of thiscontract and, without lapse, for a period of three years beyond the contractexpiration, such that occurrences arising during the contract term which give riseto claims made after expiration of the contract shall be covered. •Should any of the required insurance be provided under a form of coverage thatincludes a general annual aggregate limit providing for claims investigation orlegal defense costs to be included in the general annual aggregate limit, theContractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. •Should any required insurance lapse during the contract term, requests forpayments originating after such lapse shall not be processed until the Cityreceives satisfactory evidence of reinstated coverage as required by thiscontract, 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 shalladditionally comply with the following specifications, and shall be maintained incompliance with these additional specifications throughout the duration of theContract, or longer, if so noted: A. COMMERCIAL GENERAL LIABILITY INSURANCE Commercial General Liability Insurance including, but not limited to, Premises/Operations, Personal & Advertising Injury, Products/Completed Advanced Distribution Management – 8255 DocuSign Envelope ID: 4E32EB6E-31F34BDE-AA45-98ECE517E880 Operations, Independent Contractors, and Contractual Liability with minimum combined bodily injury (including death) and property damage limits of $1,000,000.00 per occurrence and $2,000,000.00 general aggregate. B. Technology Errors & Omissions Liability Insurance Technology Errors and Omissions Insurance to provide coverage for any damage or losses arising from the rendering of, negligent or improper performance of, or failure to perform technology services including, but not limited to, media content, network security breaches and negligent design, website design, hosting and support, content management, user optimization services, system integrations, system creation designed to migrate to various platforms, the design and/or implementation of add-on platforms, the provision of guidance regarding industry best practices and custom translation solutionsand other website functionality, the provision of analytics on site usage, with minimum limits of $4, 000,000 per claim. Advanced Distribution Management – 8255 DocuSign Envelope ID: 4E32EB6E-31F3zIBDE-AA45-98ECE517E880 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of theGovernment Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract isawarded, in accordance with Government Code 2252.908. The contractor shall: 1. 2 3 4 5 6. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/filinginfo/ 1295/ Register utilizing the tutorial provided by the State Print a copy of the completed Form 1295 Enter the Certificate Number on page 2 of this contract. Complete and sign the Form 1295 Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 8255 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day afterCouncil award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. Dc>cuSign EnveIQpe ID:4E32EB6E-31F34BDE-AA45-98ECE517EgIRlbit F - Form CIQ CONFLICT OF INTEREST QUESTIONNAIREFor vendor or other person doing business with local governmental enti L eg., 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 thIdate 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.misdemeanor. a ltity. An offense under this section is a Open Systems Internationa1 , Inc. 2 [X]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.) d Name of local go„ernment officer about wb,m 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 cleaned by Section 176.00 1(1-a), Local Govemment Code.Attach additional pages to this Form CIQ as necessary. A.Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?n „”n ~. 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?n ,”E ,„, 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 officeror director, or holds an ownership of one percent or more?n „“n ~. D.Describe each employment or business and family relationship with the local government officer named in this section. 4 5 Ld 1 have no Conflict of Interest to disclose. 1/18/2024 with the governmental entity Date DocuSign Envelope ID: 4E32EB6E-31F34BDE-AA45-98ECE517E880 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy ofChapter 176 ofthe Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG 176.htm. For easy reference, below are some of the sections cited on this form Local Government Code $ 176.001{1-a) : "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency ofa federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or leaseofgoods 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 fB): (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 52,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local govemmental entity and vendor has been executed; or(ii) the local governmental entity is considering entering into a contract with the vqKk>c (B) has given to the local government o#icer ora family member ofthe officer one or more gifts that have an aggregate value ofmore than $ 100 in the 12-month periodpreceding the date the officer becomes aware that:(i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code $ 176.006(a) and (a-1) (a) Avendor shall file a completed conflict of interest questionnaire ifthe 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 memberofthe officer, describedby Section 176.003(a)(2)(A); (2) has given a local govemment officer of that local governmental entity, or a family member of the o#icer, 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) submitsto the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or(2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government cHeer. City of Denton Ethics Code Ordinance Number 18-757 Definitions Relative: a family member related to a City Official within the third 3d degree ofaffinibr (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public rightnf-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) Ineligibihty If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year, 'orm provided by Texas Ethics Commission www. ethics .state.tx . us Revised 11/30/2015 DocuSign Certificate Of Completion Envelope Id: 4E32EB6E31 F34BDEAA4598ECE51 7E880 Subject: Please DocuSign: City Council Contract 8255 Advanced Distribution Management System Source Envelope: Status: Completed Document Pages: 48 Certificate Pages: 6 AutoNav: Enabled Signatures: 8Initials: 1 Envelope Originator: Christa Christian 901B Texas Street Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Denton, TX 76209 Christa.Christian@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 12/1 8/2023 3:40:21 PM Holder: Christa Christian Christa.Christian@cityofdenton.com Location: DocuSign Signer Events Christa Christian christa.christian@cityofdenton.com Purchasing Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Signature Timestamp Sent: 1/1 7/2024 3:40:02 PM Viewed: 1/1 7/2024 3:40:15 PM Signed: 1/1 7/2024 3:40:31 PM 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: 1/17/2024 3:40:35 PM Viewed: 1/18/2024 8:13:49 AM Signed: 1/18/2024 8:17:58 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure:Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Mack Reinwand CIty Attorney City of Denton Security Level: Email, Account Authentication(None) 'DocuSiOrnd bV IMArtbLhbAhh .4B070&31&4AA438 Sent: 1/1 8/2024 8:18:02 AM Viewed: 1/1 8/2024 12:02:29 PM Signed: 1/18/2024 12:04:48 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 ElectronIc Record and Signature Disclosure:Not Offered via DocuSign Sean Egan Sean.Egan@aspentech.com Vice President of Finance Security Level: Email, Account Authentication(None) Sent: 1/18/2024 12:04:54 PM Viewed: 1/18/2024 12:45:44 PM Signed: 1/18/2024 4:33:11 PM Signature Adoption: Pre-selected Style Using IP Address: 206.188.247.134 Electronic Record and Signature Disclosure:Accepted: 1/1 8/2024 12:45:44 PMID: 0abe41 a3.21144254-9cal-5e198735c65c Signer Events Antonio Puente Antonio.Puente@cityofdenton.com DME General Manager Security Level: Email, Account Authentication (None) Signature Timestamp Sent: 1/18/2024 4:33:17 PM Viewed: 1/18/2024 5:04:20 PM Signed: 1/1 8/2024 5:04:47 PM /–DoaBW brI atdahi& Punk Signature Adoption: Pre-selected Style Using IP Address: 174.244.18.4 Signed using mobile Electronic Record and Signature Disclosure:Accepted: 1/18/2024 5:04:20 PMID: 732788f7-3781-488c-bffl-cca898704839 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: 1/18/2024 5:04:53 PM Viewed: 2/21/2024 8:30:42 AM Signed: 2/21/2024 8:30:57 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 8:31 :03 AM Viewed: 2/21/2024 9:20:00 AM Signed: 2/21/2024 12:18:23 PM Signature Adoption: Pre-selected Style Using IP Address: 107.77.199.171 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 12:18:29 PM Viewed: 2/21/2024 1 :04:22 PM Signed: 2/21/2024 1:04:45 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 2/21/2024 1 :04:21 PMID: d2ccb8ef-8b3a421 a-8c5a-5aea3a85357e 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: 1/17/2024 3:40:35 PM Carbon Copy Events Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Status Timestamp Sent: 1/18/2024 5:04:53 PM Viewed: 1/1 9/2024 5:11 :22 PM 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 :04:50 PM Viewed: 2/21/2024 4:30:08 PM JerTy Looper jerry.looper@cityofdenton.com System Operations and Compliance Division Sent: 2/21/2024 1 :04:51 PM Manager Denton Municipal Electric Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Accepted: 2/12/2024 7:07:54 PMID: 09b69524-d8afJ}967-8d83-51cOd8f14e1 f Witness Events Signature Signature Timestamp Notary Events Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 1/1 7/2024 3:40:02 PM 2/21/2024 1 :04:22 PM 2/21/2024 1:04:45 PM 2/21/2024 1:04:51 PM Hashed/Encrypted Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Sean Egan, Antonio Puente, Jesus Salazar, JerTy Looper ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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