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07/05/2022-CC-Agenda Packet-RegularCITY COUNCIL MEETING AGENDA JULY 05, 2022, 6:00 PM CITY COUNCIL REGULAR MEETING HISTORIC CHURCH BUILDING - 403 N 7TH STREET, SANGER, TEXAS CALL THE WORK SESSION TO ORDER AND ESTABLISH A QUORUM DISCUSSION ITEMS 1. Presentation and discussion regarding the City's 2022-2023 annual budget. OVERVIEW OF ITEMS ON THE REGULAR AGENDA ADJOURN THE WORK SESSION The Regular Meeting will begin following the Work Session but not earlier than 7:00 p.m. CALL THE REGULAR MEETING TO ORDER AND ESTABLISH A QUORUM INVOCATION AND PLEDGE CITIZENS COMMENTS This is an opportunity for citizens to address the Council on any matter. Comments related to public hearings will be heard when the specific hearing begins. Citizens are allowed 3 minutes to speak. Each speaker must complete the Speaker’s Form and include the topic(s) to be presented. Citizens who wish to address the Council with regard to matters on the agenda will be received at the time the item is considered. The Council is not allowed to converse, deliberate or take action on any matter presented during citizen input. SPECIAL PRESENTATIONS AND ANNOUNCEMENTS Mayoral proclamations, presentations of awards and certificates, and other acknowledgments of significant accomplishments or service to the community. 2. Honoring Don O'Connor for his 22 years of service with the City of Sanger. REPORTS Staff Reports are for discussion only. No action may be taken on items listed under this portion of the agenda. 1 Police Department 3. Presentation and update on Police Department Activities Public Works 4. Presentation and discussion regarding the Street Rehabilitation Program. CONSENT AGENDA All items on the Consent Agenda will be acted upon by one vote without being discussed separately unless requested by a Councilmember to remove the item(s) for additional discussion. Any items removed from the Consent Agenda will be taken up for individual consideration. 5. Consideration and possible action on the minutes from the June 20, 2022, meeting. ACTION ITEMS 6. Consideration and possible action on Resolution 2022-7, Appointing One Member to the Board of Managers of the Denco Area 9-1-1 District. 7. Consideration and possible action on a Master Services Agreement and Annual Services Agreement with Thirkettle Corporation dba Aqua-Metric Sales Company for the implementation of a city-wide AMI/meter replacement project; and, authorize the City Manager to execute said agreements and any other documents related thereto on behalf of the City of Sanger. 8. Consideration and possible action on a Final Plat of Lot 1, of Neibert Addition, being 4.581 acres, in the City of Sanger’s ETJ, and generally located on Sam Bass Rd, approximately 2557 feet south of FM 455. 9. Consideration and possible action on a Final Plat of Lot 1, Block A of Q Family Farm, being 9.618 acres, located partially in the City of Sanger’s ETJ, and generally located on Belz Rd, approximately 563 feet east of Sam Bass Rd. 10. Consideration and possible action on a contract with Reynolds Asphalt & Construction Co. to perform pavement resurfacing services in an amount not to exceed $287,063, and authorize the Mayor or City Manager to execute said contract; and, Ordinance # 07-16-22 amending the budget for the 2021-2022 fiscal year, and authorizing amended expenditures as provided. 11. Consideration and possible action on a Professional Services Reimbursement Agreement with Santerra Partners, LLC, and authorize the Mayor to execute said agreement. 2 FUTURE AGENDA ITEMS The purpose of this item is to allow the Mayor and Councilmembers to bring forward items they wish to discuss at a future meeting, A Councilmember may inquire about a subject for which notice has not been given. A statement of specific factual information or the recitation of existing policy may be given. Any deliberation shall be limited to a proposal to place the subject on an agenda for a subsequent meeting. Items may be placed on a future meeting agenda with a consensus of the Council or at the call of the Mayor. ADJOURN NOTE: The City Council reserves the right to adjourn into Executive Session as authorized by Texas Government Code, Section 551.001, et seq. (The Texas Open Meetings Act) on any item on its open meeting agenda in accordance with the Texas Open Meetings Act, including, without limitation Sections 551.071-551.087 of the Texas Open Meetings Act. CERTIFICATION I certify that a copy of this meeting notice was posted on the bulletin board at City Hall is readily accessible to the general public at all times and posted on the City of Sanger website on June 29, 2022, at 5:00 PM. /s/Kelly Edwards Kelly Edwards, City Secretary The Historical Church is wheelchair accessible. Request for additional accommodations or sign interpretation or other special assistance for disabled attendees must be requested 48 hours prior to the meeting by contacting the City Secretary’s Office at 940.458.7930. 3 4 Item 4. 5 Item 4. CITY COUNCIL COMMUNICATION DATE: July 5, 2022 FROM: Kelly Edwards, City Secretary AGENDA ITEM: Consideration and possible action on the minutes from the June 20, 2022, meeting. SUMMARY: N/A FISCAL INFORMATION: Budgeted: N/A Amount: $0.00 GL Account: N/A RECOMMENDED MOTION OR ACTION: Approve the minutes as presented. ATTACHMENTS: 06-20-2022 City Council Minutes 6 Item 5. City Council Minutes 06-20-2022 Page 1 of 4 CITY COUNCIL MEETING MINUTES JUNE 20, 2022, 6:00 PM CITY COUNCIL REGULAR MEETING HISTORIC CHURCH BUILDING - 403 N 7TH STREET, SANGER, TEXAS CALL THE WORK SESSION TO ORDER AND ESTABLISH A QUORUM Mayor Muir called the Work Session to order at 6:04 p.m. COUNCILMEMBERS PRESENT Mayor Thomas Muir Mayor Pro Tem Gary Bilyeu Councilmember, Place 1 Marissa Barrett Councilmember, Place 3 Dennis Dillon Councilmember, Place 5 Victor Gann COUNCILMEMBERS ABSENT Councilmember, Place 4 Allen Chick STAFF MEMBERS PRESENT: City Manager John Noblitt, Assistant City Manager Alina Ciocan, City Secretary Kelly Edwards, City Attorney Hugh Coleman, Finance Director Clayton Gray, and Chief of Police Waylan Rhodes. DISCUSSION ITEMS 1. Discussion regarding the School Resource Officer (SRO) for Sanger Independent School District. Chief Rhodes provided an overview of the proposed Memorandum of Understanding (MOU) for the School Resource Officer (SRO) including the changes to the position, duties, and cost of the SRO. Discussion ensued regarding the number of SROs for Sanger ISD, educational opportunities working with the school district, and possible applicants for the position. 7 Item 5. City Council Minutes 06-20-2022 Page 2 of 4 OVERVIEW OF ITEMS ON THE REGULAR AGENDA Councilmember Bilyeu asked questions regarding Item 6 of the consent agenda. Director Gray answered questions regarding cloud services, Exhibit B of the agreement, secure access to the financial module, and increasing the accessibility of other city facilities using Incode. ADJOURN THE WORK SESSION There being no further business, Mayor Muir adjourned the work session at 7:05 p.m. CALL THE REGULAR MEETING TO ORDER AND ESTABLISH A QUORUM Mayor Muir called the regular meeting to order at 7:06 p.m. COUNCILMEMBERS PRESENT Mayor Thomas Muir Mayor Pro Tem Gary Bilyeu Councilmember, Place 1 Marissa Barrett Councilmember, Place 3 Dennis Dillon Councilmember, Place 5 Victor Gann COUNCILMEMBERS ABSENT Councilmember, Place 4 Allen Chick STAFF MEMBERS PRESENT: City Manager John Noblitt, Assistant City Manager Alina Ciocan, City Secretary Kelly Edwards, City Attorney Hugh Coleman, Finance Director Clayton Gray, and Chief of Police Waylan Rhodes. INVOCATION AND PLEDGE Mayor Muir gave the invocation, the Pledge of Allegiance was led by Councilmember Gann. CITIZENS COMMENTS No one addressed the Council. REPORTS 2. Construction update from DECORP (Dannenbaum) regarding the IH-35 / FM 455 Expansion Project. Construction update from DECORP (Dannenbaum) regarding the IH-35 / FM 455 Expansion Project. 8 Item 5. City Council Minutes 06-20-2022 Page 3 of 4 Mr. Rodney Prince, DECORP, provided an update regarding the overall construction progress, including the Contractor’s progress on the water and sewer lines, outstanding bores located at the railroad, boring along I-35, and paving repair of street cuts areas along FM 455. CONSENT AGENDA 3. Consider the work session minutes from the June 6, 2022, meeting. 4. Consider the regular session minutes from the June 6, 2022, meeting. 5. Consider Ordinance No. 06-15-22, amending the Code of Ordinances Chapter 1, General Provisions, Article 1.900 Records Management Program, Section 1.906 Establishment Of Records Management Committee; Duties. 6. Consider an agreement with Tyler Technologies for cloud services in the amount of $45,047, authorizing the City Manager to execute the agreement. 7. Consider Updated Memorandum of Understanding (MOU) for School Resource Officer (SRO) with Sanger Independent School District authorizing the City Manager to execute the MOU. 8. Consider authorizing the City Manager to renew the Agreement for Banking Services with First United Bank for an additional 12 months. Consider authorizing the City Manager to renew the Agreement for Banking Services with First United Bank for an additional 12 months. Motion made by Councilmember Bilyeu to approve the consent agenda. Councilmember Dillon seconded the motion. Motion passed unanimously. Motion made by Councilmember Bileyu, Seconded by Councilmember Dillon. Voting Yea: Councilmember Barrett, Councilmember Bilyeu, Councilmember Gann Motion passed unanimously. FUTURE AGENDA ITEMS City Manager Noblitt asked to begin the July 18, 2022, work session at 5:30 p.m. to accommodate time for a Texas Municipal Retirement System (TMRS) representative presentation and that the Wastewater Treatment Plant facility tour would be postponed until October, allowing for cooler weather. 9 Item 5. City Council Minutes 06-20-2022 Page 4 of 4 INFORMATIONAL ITEMS 9. Atmos Rider GCR - Rate Filing Docket No. 10170 - May 25, 2022 10. Financial Statement - April 2022 11. Disbursement Report May 2022 12. CIP Report June 9, 2022 No additional discussion. ADJOURN There being no further business, Mayor Muir adjourned the meeting at 7:20 p.m. _______________________________ Thomas E. Muir, Mayor ______________________________ Kelly Edwards, City Secretary 10 Item 5. CITY COUNCIL COMMUNICATION DATE: July 5, 2022 FROM: Kelly Edwards, City Secretary AGENDA ITEM: Consideration and possible action on Resolution 2022-7, Appointing One Member to the Board of Managers of the Denco Area 9-1-1 District. SUMMARY:  On March 31, 2022, the Denco Area 9-1-1 District requested municipalities to nominate a representative to the district board of managers for the two-year term beginning October 1, 2022.  Nominees: Jim Carter & David Terre  The Denco Area 9-1-1 District requests that each municipality vote for one of the candidates and advise  the district of its selection by 5 p.m. on July 29, 2022. FISCAL INFORMATION: Budgeted: N/A Amount: $0.00 GL Account: N/A RECOMMENDED MOTION OR ACTION: Vote for one of the candidates and advise Denco Area 9-1-1 District by Resolution 2022-7, of the City of Sanger’s selection. ATTACHMENTS: Denco Area 9-1-1 District Board of Managers Voting Packet Resolution 2002-7 11 Item 6. www.denco.org TO: Denco Area 9-1-1 District Participating Municipal Jurisdictions FROM: Greg Ballentine, Executive Director DATE: June 1, 2022 RE: Appointment to the Denco Area 9-1-1 District Board of Managers On March 31, 2022, the Denco Area 9-1-1 District requested municipalities to nominate a representative to the district board of managers for the two-year term beginning October 1, 2022. Denco received the following nominations by the May 31, 2022 deadline: Nominee City/Town Making Nomination Jim Carter City of Aubrey City of Highland Village City of Lake Dallas City of Oak Point City of Pilot Point Town of Bartonville Town of Copper Canyon Town of Double Oak Town of Hickory Creek Town of Providence Village David Terre City of The Colony The Denco Area 9-1-1 District requests that each municipality vote for one of the candidates and advise the district of its selection by 5 p.m. on July 29, 2022. No votes will be accepted after that time. If a nominating municipality does not formally vote, it’s nomination will automatically count as a vote for its nominee. Please send a copy of the resolution recording council action. I have attached a sample resolution you may wish to use and resumes for the candidates. Also attached is a list of current board members. Please send a copy of your council’s office action to the Denco Area 9-1-1 District, 1075 Princeton Street, Lewisville, TX 75067 or to Melinda Camp at melinda.camp@denco.org. We will acknowledge receipt of all votes. Thank you for your assistance in this matter. 12 Item 6. Denco Area 9-1-1 District Board of Managers FY2022 Bill Lawrence, Chairman • Appointed by Denton County Commissioners Court • Member since October 2006 • Term expires September 2023 • Former Mayor of Highland Village • Businessman, Highland Village Sue Tejml, Vice Chair • Appointed by member cities in Denton County • Member since 2013 • Term expires September 2023 • Attorney at Law Chief Terry McGrath, Secretary ▪ Appointed by Denton County Fire Chief’s Association ▪ Member since October 2011 ▪ Term expires September 2023 ▪ Assistant Fire Chief, City of Lewisville Jim Carter • Appointed by member cities in Denton County • Member since October 2014 • Term expires September 2022 • President of Emergency Services District #1 • Former Mayor of Trophy Club and Denton County Commissioner Jason Cole • Appointed by Denton County Commissioners Court • Member since October 2020 • Term expires September 2022 • Businessman, Denton George Karatzis ▪ Non-voting member appointed by largest telephone company (Verizon) ▪ Member since 2021 ▪ Serves until replaced by telephone company ▪ Director, Network Field Engineering, Verizon All voting members serve two-year terms and are eligible for re-appointment. 13 Item 6. JIM CARTER 6101 Long Prairie Road Ste 744-110 Flower Mound, Texas 75028 (817) 239-7791 jcarter@halff.com EDUCATION College Degree: University of Georgia, B.B.A. Finance Postgraduate: Georgia Tech, University of Tennessee, University of Michigan, Texas Women’s University, American Management Association PROFESSIONAL EXPERIENCE Department Head, Finance General Motors Corporation Zone Vice-President Frito-Lay, Inc., International and Domestic Development President, C.E.O. Mercantile Corporation Responsible for 3 Banks, developed 2,000 prime commercial acres in Fort Worth adjacent to I-35W, Current: Principal James P. Carter & Associates – Consultant & Mediator To business and governmental entities Professional Licenses Texas Real Estate License, Certified Mediator PUBLIC SERVICE EXPERIENCE Mayor Trophy Club, Texas – 14 years Municipal Court Judge Trophy Club, Texas – 12 years Emergency Manager Trophy Club, Texas – 14 years County Commissioner Denton County, Texas – 8 years Vice President Texas Association of Counties President-Current Denton County Emergency Services District #1 Fire and Emergency Medical over 65 square miles Serving 5 municipalities: (Argyle, Bartonville, Copper Canyon, Coral City, and Northlake) Lantana. Robson Ranch Unincorporated areas of Denton County Texas State Board Member- State Association Fire and Emergency Service Districts – Trains Emergency Services District Commissioners 14 Item 6. Board Member Denco 911- Current Emergency telecommunications system that assists its member jurisdictions in managing police, fire, and medical emergency calls. Mission Leader – Guatemala Constructed water purification system in remote villages, shared the “Good News” of Jesus’s love. Team Leader Provide housing and food to victims of Hurricane Katrina. Team Leader Made four trips to Sabine Pass to aid victims of Hurricane Rita. COMMUNITY AND CHARITY SERVICES Baylor Healthcare System Trustee – 10 Years University of North Texas President’s Council Texas Student Housing Corp Chairman – 20 Years, providing Residential Scholarships at UNT, A&M, UT Austin Boy Scouts of America Longhorn Council, District Chairman First Baptist Church, Trophy Club Chairman, Stewardship Committee and Senior Bible Teacher US MILITARY US Navy 11 years – active and reserve service Honors: Who’s Who in the South and Southwest, Who’s Who in U.S. Executives, Honorary Fire Chief Argyle Fire District 15 Item 6. David Terre 3941 Teal Cove The Colony, Texas 75056 972-740-4526 terre.david@yahoo.com E D U C A T I O N D rake University/Moberly C ommunity College BS-Business Administration and a Minor in economics E M P L O Y M E N T H I S T O R Y Vice Pr es ident of S ales/Wi l son Sp orting Go ods Retired Successfully retired after a wonderful 46 year career where I rose through the ranks to become Vice President of Sales responsible for all domestic sales. Directed European Sales Operations while living in Germany Experience in Marketing Achieved successful coordination of new product introductions Managed West Coast Distribution Operations L E A D E R S H I P T he Colony Ci ty Council 2011-Present 2011 - Received the honor of being elected Mayor Pro Tem during my first term on CityCouncil and most recently was again re-elected Mayor Pro Tem in 2020 2012 - Appointed to the Local Development Corporation Board of Directors to oversee newGrandscape (Nebraska Furniture Mart) Development 2013 - First Council Member from The Colony, Texas to be elected and serve on the DentonCounty Tax Appraisal District Board of Directors 2021 - Re-elected to a fourth term on City Council receiving 86% of total votes T he Colony Planning & Zoning C ommission Served as Vice Chair H O N O R S 1982 – Drake University Basketball Hall of Fame 1994 – Moberly Community College Basketball Hall ofFame 1995-2003 – Three-time Senior Olympics Gold MedalWinner for USA Basketball Team 1999 – Wilson Wall of Fame Honor 2007- Moberly Community College OutstandingAlumni of the year 2013 –Washington High School Hall of Fame 2018 –Roaring Lambs Hall of Fame 2008-2011 16 Item 6. Resolution – Denco Area 911 District Board Member Appointments Page 1 of 1 CITY OF SANGER, TEXAS RESOLUTION NO. 2022-07 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANGER, TEXAS, APPOINTING ONE MEMBER TO THE BOARD OF MANAGERS OF THE DENCO AREA 9-1-1 DISTRICT; AUTHORIZING ITS EXECUTION, AND PROVIDING AN EFFECTIVE DATE. WHEREAS, On March 31, 2022, the Denco Area 9-1-1 District requested municipalities to nominate a representative to the district board of managers for the two-year term beginning October 1, 2022; and WHEREAS, Section 772, Health and Safety Code, provides that two voting members of the Board of Managers of an Emergency Communications District shall be appointed jointly by all cities and towns lying wholly or partly within the District; and WHEREAS, The Denco Area 9-1-1 District requests that each municipality vote for one of the candidates and advise the district of its selection; and WHEREAS, the City Council finds that the passage of this Resolution is in the best interest of the citizens of Sanger. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANGER, TEXAS: SECTION 1. The facts and recitals set forth in the preamble of this resolution are hereby found to be true and correct. SECTION 2. The City of Sanger hereby VOTES TO APPOINT ______________________________ as a member of the Board of Managers of the Denco Area 9 -1-1 District for the two-year term beginning October 1, 2022. SECTION 3. That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED THIS THE 5th DAY OF JULY 2022. APPROVED: ATTEST: _______________________________ Thomas E. Muir, Mayor _______________________________ Kelly Edwards, City Secretary 17 Item 6. CITY COUNCIL COMMUNICATION DATE: July 5, 2022 FROM: Alina Ciocan, Assistant City Manager AGENDA ITEM: Consideration and possible action on a Master Services Agreement and Annual Services Agreement with Thirkettle Corporation dba Aqua-Metric Sales Company for the implementation of a city-wide AMI/meter replacement project; and, authorize the City Manager to execute said agreements and any other documents related thereto on behalf of the City of Sanger. SUMMARY:  In 2020, the City Council approved the issuance of certificates of obligation for several infrastructure projects, including a new water and electric meter system.  The current meter system (water and electric) has been in place for more than twenty years.  Throughout the years, it has become increasingly challenging to find replacement parts, which has resulted in the installation of various types of meters.  Due to the aging condition of the system, staff has to manually read an average of 800 water meters per month. This places a significant burden on staff and department operations.  The City would like to enter into a Master Services Agreement and Annual Agreement with Thirkettle Corporation dba Aqua-Metric Sales Company. Pursuant to the City’s Interlocal Agreement for Cooperative Purchasing with the Houston-Galveston Area Council, this contract is exempt from competitive bidding.  The scope of the proposed project is to implement and deploy a comprehensive Advanced Metering Infrastructure (AMI) solution, which includes the replacement of 3,474 water meters and 2,573 electric meters.  The proposed solution will also include the installation of a Customer Portal that will provide for greater transparency.  The new metering infrastructure will provide greater accuracy, increased efficiency, and will enhance the overall customer service experience. It will also allow staff to perform remote disconnects when needed.  Proposed implementation timeline: 6 to 8 months FISCAL INFORMATION: Budgeted: YES Amount: $3,112,083.96 GL Account: 840-50-6541 840-58-6541 This project is budgeted in the 5-Year Enterprise CIP Budget in FY 2023-24. In 2020, the City issued certificates of obligations for several projects, including a new water and electric meter system. Since funding is available, staff would like to expedite the timeline of this project. 18 Item 7. The recurring annual fees for Year 1 are covered under the Master Services Agreement and included in the project total cost. The fees for Years 2-5 will be budgeted as an annual operating expense. RECOMMENDED MOTION OR ACTION: Staff recommends approval. ATTACHMENTS:  Master Services Agreement  Annual Services Agreement 19 Item 7. Thirkettle Corporation Master Services Agreement MASTER SERVICES AGREEMENT This Master Services Agreement (the “Agreement”) is made by and between Thirkettle Corporation dba Aqua-Metric Sales Company, a California corporation, having its principal location at 4050 Flat Rock Drive, Riverside, CA 92505 (“Aqua-Metric”) and City of Sanger having its principal location at 502 Elm St., Sanger, TX 76266, (the “Client”). Aqua-Metric and Client are each referred to individually as “Party” or collectively as the “Parties”. The Parties agree as follows: RECITALS A. Client seeks to procure the product and services necessary to implement and deploy a comprehensive Advanced Metering Infrastructure (“AMI”) solution (the “Project”). B. Aqua-Metric is the exclusive reseller of certain services, hardware, and software related to the technology manufactured by Sensus USA, Inc. (“Sensus”) and used to measure consumer consumption of Client’s utility resources. C. Client has engaged Aqua-Metric to furnish the products and services (the “Work”) described hereunder to facilitate a functional AMI System for the measurement and metering of Client’s utility resources. D. Aqua-Metric agrees to, in accordance with the terms of this Agreement, supply the goods and perform the services as described in the attached Exhibits and Appendices, which is attached hereto and made a part hereof for all purposes. This Agreement shall include the following: 1. This Master Services Agreement 2. Exhibit A: Agreement Pricing 3. Exhibit B: AMI Implementation Scope of Work 4. Exhibit C: Meter Services Scope of Work 5. Exhibit D: Sensus Propagation Analysis 6. Exhibit E: Conflict of Interest Questionnaire 7. Exhibit F: Certificate of Insurance 8. Exhibit G: Performance and Payment Bond 9. Exhibit H: Sensus Warranty In consideration of the mutual agreements, covenants, representations and warranties contained herein, and in reliance thereon, intending to be legally bound, Aqua-Metric and Client agree as follows: 1. PROJECT. Aqua-Metric agrees to provide to Client the products and services that are described in this Agreement and its various Exhibits as part of a global Advanced Metering Infrastructure System (the “AMI System”) for the measurement and metering of the Client’s utility resources. For purposes of this Agreement, Aqua-Metric will be deemed to have provided such products and services to the extent that any such products and services are provided by Sensus or any other third party approved by the Client. 2. TERM. This Agreement shall commence on July 5, 2022, (the “Effective Date”) and shall continue until all work and services are completed in accordance with the Exhibits and appendices herein unless terminated earlier in accordance with Section 17, below. 3. LICENSES. Pursuant to the Sensus Software-as-a-Service and Spectrum Lease Agreement, the Client shall be provided with leased spectrum and those systems necessary to operate the AMI System including use of the Sensus FlexNet license and frequencies necessary, the Sensus Regional Network Interface (“RNI”) and Sensus Analytics for the ongoing function of the AMI System that makes up the Project. 4. COMMUNICATIONS NETWORK. Client acknowledges and agrees that it is solely responsible for procuring a secure WAN connectivity to each Basestation and the connectivity between data centers and that Aqua-Metric 20 Item 7. Thirkettle Corporation Master Services Agreement exercises no control whatsoever over the Client’s communications network or performance related issues resulting thereof. 5. PRICING AND PAYMENT. Subject to the provisions of this Agreement, Client shall pay Aqua-Metric for the full performance of Aqua-Metric’s obligations the amount set forth in the attached Exhibit A subject to additions and deductions by authorized, written Change Order in accordance with Section 7 hereof. Client shall issue payment within thirty (30) days from the date of invoice. Notwithstanding, if Client fails to pay any invoice within thirty (30) days of the invoice date, Aqua-Metric may, at its sole discretion, withhold or suspend the services until Client has paid any past due invoiced amounts or seek termination pursuant to Section 16 of this Agreement. Aqua-Metric reserves the right to issue late fees to Client for past due amounts at a maximum rate of 1% of the invoice amount for each additional day past due. All pricing and payments shall be in US currency. 5.1. Incidental or Additional Materials. Aqua-Metric may encounter some accounts during the meter exchange which may require additional materials not previously identified within the project scope. Such material(s) may include, but not be limited to meter boxes, meter box lids, curb stops, meter couplings, meter riser or resitter. In such event, Aqua-Metric may procure additional materials as reasonably necessary to complete the meter exchange. Aqua-Metric will invoice to Client, and Client agrees to pay in accordance with the payment terms herein Section 5, for the additional material(s) at a rate of cost plus fifteen percent (15%). 6. ANNUAL FEES. Client acknowledges certain annual software license, maintenance and support services will be necessary for Client’s continued use and access of the AMI System. Client agrees to pay the first year fees under this Agreement as outlined in Exhibit A hereto. Subsequent annual installments for continued use, access, and support (the “Annual Fees”) will be payable by Client as defined within the Thirkettle Corporation Annual Services Agreement. 7. MODIFICATIONS, AMENDMENTS AND CHANGE ORDERS. No modification or amendment to this Agreement or the Work herein shall be binding upon either Party hereto unless such amendment is set forth in writing and duly executed by an authorized representative of each Party. Aqua-Metric and Client each acknowledge additional product and services not detailed or described herein may be required to complete the Work. Either Party may initiate a request to modify, add or remove additional product or services. No additional product or service will be inclusive unless upon written amendment to this Agreement duly executed by an authorized representative from both Parties. Unless otherwise agreed upon, all additional product or services rendered will be quoted at current market values at the time of request. 8. OWNERSHIP. 8.1. Aqua-Metric Materials. Aqua-Metric or its suppliers shall retain all right, title and interest (including but not limited to copyright, trademark, patents, and other proprietary or intellectual property rights) in the Aqua-Metric Confidential Information and Aqua-Metric Proprietary Materials (excluding Client Work Product, Client Data and Client Confidential Information). 8.2. Client Materials. The Client shall retain all right, title and interest (including copyright and other proprietary or intellectual property rights) in the Client Work Product, Client Confidential Information and Client Data. Aqua-Metric may access Client Data only to respond to AMI services or technical problems or at the Client's request, and for the purposes of hosting such Client Data in connection with the provision of the AMI Services to the Client. Without limiting the generality of the foregoing, Aqua-Metric agrees that information and data on how the AMI Services are used by Client (such as, but not limited to, benchmarking data, usage patterns and roles) constitute Client Confidential Information and may only be used by Aqua-Metric to improve the delivery of AMI Services for Client, and may not be used for other purposes, and may not be distributed, transferred in detail or summary form to any third party without the express written consent of Client. 9. CONFIDENTIAL INFORMATION. 9.1. Each party shall hold the other party’s Confidential Information in confidence and shall not disclose such Confidential Information to third parties other than to consultants or contractors, subject to similar terms of confidentiality, when disclosure is necessary for the purposes set forth herein, nor use the other party’s Confidential Information for any purpose other than the purposes set forth under this Agreement. The 21 Item 7. Thirkettle Corporation Master Services Agreement foregoing restrictions on disclosure shall not apply to information which is: (i) already known by the recipient, (ii) becomes, through no act or fault of the recipient, publicly known, (iii) received by recipient from a third party without a restriction on disclosure or use, (iv) independently developed by recipient without reference to the other party’s Confidential Information, or (v) is a public record under applicable laws, which shall control, subject to the terms of this Section. Subject to the Texas Public Records Act, the Client will maintain the confidentiality of all Aqua-Metric Confidential Information, and Aqua-Metric will maintain the confidentiality of all Client Confidential Information, with each party taking all reasonable precautions to protect the same, at a minimum taking those precautions used to protect its own Confidential Information from unauthorized use or disclosure. All Client Data shall be deemed Client Confidential Information for purposes of this Agreement and the protections and requirements set forth herein. 9.2. The Client acknowledges that Aqua-Metric may use products, materials, or methodologies proprietary to Aqua-Metric. The Client agrees that Aqua-Metric’s provision of services under this Agreement shall not be grounds for the Client to have or obtain any rights in such proprietary products, materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. Aqua- Metric, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the Client as confidential and shall not disclose any such information to a third party without the prior written approval of the Client. Subcontractors and affiliates of Aqua-Metric who need to know the Confidential Information to perform the Services shall not be considered third party for purposes of this Section. 9.3. Unauthorized Access. Aqua-Metric shall store and maintain Client Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt Client Information in any way. Aqua-Metric shall notify the Client immediately if the security or integrity of any Client information has been compromised or is believed to have been compromised, in which event, Aqua-Metric shall, in good faith, use all commercially reasonable efforts to cooperate with the Client in identifying what information has been accessed by unauthorized means and shall fully cooperate with the Client to protect such information from further unauthorized disclosure. 10. REPRESENTATIONS, WARRANTIES, AND COVENANTS. 10.1. Aqua-Metric represents, warrants and covenants as follows: A. Aqua-Metric has the right to enter into this Agreement and perform in accordance with the terms of this Agreement, and such actions do not violate any third-party agreement or other obligation by which Aqua-Metric is bound. B. Aqua-Metric is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes of this Agreement, except where the failure to be so qualified, in the aggregate, would not reasonably be expected to adversely affect its ability to perform its obligations under this Agreement. C. Aqua-Metric has the full right, corporate power and authority to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement. D. The execution of this Agreement by Aqua-Metric’s representative herein has been duly authorized by all necessary corporate action of Aqua-Metric. 11. COMPLIANCE WITH LAWS. 11.1. Aqua-Metric Compliance with Laws. Aqua-Metric will perform their respective obligations under this Agreement in a manner that complies with all Laws: (i) applicable to Aqua-Metric’s respective business and activities, including Laws of any country or jurisdiction from which or through which Aqua-Metric provides the product or services; and (ii) applicable to Client and Client’s affiliates. "Laws" shall include and refer to any and all federal (national), state, provincial, municipal or local laws, regulations, rules, judicial decrees, decisions and judgments, executive and government orders and ordinances, and any and all directives of regional legislative and regulatory bodies and implementing legislation, as well as rules and regulations of any self-regulatory organization by which any party may be bound. 22 Item 7. Thirkettle Corporation Master Services Agreement 11.2. Client Compliance with Laws. Client will perform its obligations under this Agreement in a manner that complies with all Laws applicable to Client’s business, activities, and facilities. "Laws" shall include and refer to any and all federal (national), state, provincial, municipal or local laws, regulations, rules, judicial decrees, decisions and judgments, executive and government orders and ordinances, and any and all directives of regional legislative and regulatory bodies and implementing legislation, as well as rules and regulations of any self-regulatory organization by which any party may be bound. 12. WARRANTIES. 12.1. Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND SOFTWARE ARE PROVIDED BY AQUA-METRIC ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; provided; however any such warranties received by Aqua-Metric from its suppliers shall be passed on to Client. 12.2. Aqua-Metric warrants that the services provided by Aqua-Metric will be performed in a professional and workmanlike manner with a degree of care, skill and competence that is consistent with the then generally accepted industry standards reasonably expected of similar types of engagements and the deliverables herein this Agreement will substantially conform to the deliverables specified in the applicable Exhibits and Appendices hereto through the term of the Agreement. 12.3. Limitations. Unless otherwise expressly provided herein, neither Aqua-Metric nor any of its service providers, licensors, employees or agents warrant that the operation of the services will be uninterrupted or error free. Further, neither Aqua-Metric nor its suppliers, licensors, employees or agents will be responsible for (i) lost revenue, including revenue lost from third parties, persons, or entities, such as bills for electricity, lighting, gas, or water consumption; (ii) any In/Out Costs, where “In/Out Costs means any and all costs and expense incurred by Client in transporting goods between its warehouse and its end user’s premises and any and all costs and expenses incurred in installing, uninstalling, and removing goods; and (iii) any manual meter reading costs and expenses. 12.4. Standard Manufacturer Warranty. Standard manufacturer product warranties provided in Exhibit H shall apply to all product(s) furnished under this Agreement. Aqua-Metric and/or their supplier agrees to provide a repaired or replacement meter free of charge, including no charge for freight delivery back to the Client for any meter returned within the warranty provisions. 12.5. Meter Services Warranty. Aqua-Metric warrants the quality of workmanship and services provided herein to be reasonably free from defects within twenty-four linear inches of the meter connection for a period of sixty (60) days from the date of meter exchange. A. Meter Services Warranty is only applicable to the services rendered during the time of meter exchange and only applicable if the failure is reasonably evident of a faulty meter exchange service provided by Aqua-Metric or its subcontractor. B. Aqua-Metric does not warrant defective product(s) or materials used to complete the meter exchange service. Such products will be subject to the manufacturer(s) product warranty guidelines. All product warranty concerns will be facilitated through Aqua-Metric with the appropriate product supplier(s) or manufacturer(s). C. Aqua-Metric does not warrant pre-existing conditions; service line damage(s) resulting from non- approved materials or the service line is not up to code compliance; or damage(s) due to age or instability of galvanized lines on either the distribution or consumer side. D. Meter Services Warranty does not include defects as a result of tampering, vandalism, negligence, “Acts-of-God”. E. Client shall notify Aqua-Metric of any warrantable concern(s) within five (5) days of Client becoming aware of suspect failure. 23 Item 7. Thirkettle Corporation Master Services Agreement F. Client acknowledges Aqua-Metric is unable to determine pre-existing plumbing conditions, including but not limited to pipe condition, debris or hard water buildup in plumbing lines, unstable or faulty plumbing connections or plumbing fixtures, or water pressure, etc. Due to the unknown condition(s), Aqua-Metric does not warrant against damage(s) or defect(s) to plumbing, household fixtures, water heaters, water softening or filtration systems, sloan valves, appliances, water pressure, or other related appurtenances which rely on the utility services provided by Client. G. Aqua-Metric reserves the right to inspect the project worksite prior to performing any work to determine the best course of action to correct the warranty concern. If such inspection is not indicative of Aqua-Metric’s faulty workmanship, Aqua-Metric, at its sole discretion, may invoice Client for any time and expense incurred to inspect the worksite. Aqua-Metric will not be held responsible for any unauthorized repair(s) performed by Client, Client’s resident or business customer, or any third-party repair company. 13. LIMITATIONS AND DISCLAIMERS OF LIABILITY. DISCLAIMER OF CERTAIN DAMAGES. IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY TO THE ANOTHER PARTY HERETO FOR ANY LOST PROFITS (WHETHER DIRECT OR INDIRECT), LOSS OF USE, COSTS OF COVER, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT, WARRANTY OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 14. INDEMNIFICATION, INSURANCE AND WORKERS COMPENASATION. 14.1. Aqua-Metric’s Obligation. Aqua-Metric shall defend, indemnify and hold each Client Indemnitee (as defined below) harmless from any and all losses, costs, fines, penalties, damages and other amounts (including reasonable attorney fees) incurred by, assessed against or imposed on a Client Indemnitee arising from or in connection with any and all third party suits, claims, actions or demands (a “Claim”): (i) alleging any Product, Software or any Service infringes any valid and issued patent, copyright, or trademark or similar property right of a third party, (ii) for personal injuries, death or damage to tangible personal and real property caused by the gross negligence or willful misconduct of Aqua-Metric, its employees or agents; (iii) relating to or arising out of Aqua-Metric’s failure to comply with applicable law; and (iv) relating to or arising out of Aqua-Metric’s breach of its confidentiality obligations hereunder. "Client Indemnitee" shall mean Client, and its respective officers, directors, employees, agents, successor s and assigns. 14.2. Aqua-Metric’s Obligation. Aqua-Metric shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. A copy of a certificate of insurance, a certificate of authority to self- insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC- 84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project shall be provided to Client 14.3. Aqua-Metric’s Obligation. Aqua-Metric shall provide General Public Liability and Property Damage Insurance including vehicle coverage issued to the Aqua-Metric and protecting Client from all claims for personal injury, including death, and all claims for destruction of or damage to property, arising out of or in connection with any operations under this agreement whether such operations be by Aqua-Metric or by any subcontractor or anyone directly or indirectly employed by the Aqua-Metric or by a subcontractor. The insurance shall be written with a limit of liability of not less than $1,000,000 for all damages arising out of bodily injury, including death, at any time resulting there from, sustained by any one person in any one accident; and a limit of liability of not less than $1,000,000 aggregate for any such damages sustained by two or more persons in any one accident. 14.4. Aqua-Metric’s Obligation. Pursuant to Chapter 2254 of the Texas Government Code and Section 242.044 of the Texas Local Government Code Aqua-Metric shall provide a payment and performance bond to protect the City of Sanger in the event of contractor default. The bond must 24 Item 7. Thirkettle Corporation Master Services Agreement for the term of 24 months, in the full amount of the contract price and conditioned that the contract will faithfully perform the contract and shall be updated in the event of any capital price increase. 14.5. Client Obligation. To the extent allowed by the laws of the State of Texas, Client shall defend, indemnify and hold Aqua-Metric harmless from any and all losses, costs, fines, penalties, damages and other amounts (including reasonable attorney fees) incurred by, assessed against or imposed on Aqua-Metric arising from or in connection with any and all third party suits, claims, actions or demands (a “Claim”): (i) for personal injuries, death or damage to tangible personal and real property caused by the negligence or willful misconduct of Client, its employees, contractors or agents other than Aqua-Metric; (ii) relating to or arising out of Client’s failure to comply with applicable law; and (iii) relating to or arising out of Client’s breach of its confidentiality obligations hereunder. 15. FORCE MAJEURE. Neither party shall be held liable for delay in fulfilling or failure to fulfill its obligations under this Agreement, if such delay or failure is caused by events beyond the reasonable control of such party, including, without limitation, natural calamity, acts of God, terrorist events, pandemic, epidemic, or delays in product shipment caused by any of the preceding events, provided payment obligations for work completed by Aqua-Metric under this Agreement shall not be so excused. Each party shall notify the other in writing of any situation that may prevent performance under the terms and conditions of this Agreement. 16. SUSPENSION OF WORK. Except in the event of force majeure pursuant to Section 15, and notwithstanding anything to the contrary contained herein, in the event of prolonged or indefinite delays or suspension caused by Client, Aqua-Metric may, at its discretion and upon written notice to Client, elect to remove Aqua-Metric assets including but not limited to personnel, equipment, storage and disposal facilities, product and materials from the Project worksite. Client agrees to pay for reasonable fees incurred by Aqua-Metric resulting from but not limited to loss of payroll/subcontractor compensation, contracted or broken lease fees, demobilization and remobilization fees. Should the Client elect to suspend or postpone indefinitely any portion of the services requested, Aqua- Metric may demobilize all staff, subcontractors, and/or facilities until such suspension has been lifted or Agreement termination. 17. TERMINATION. 17.1. Default. In the event a Party hereto breaches this Agreement and such breach is not cured during the Cure Period (defined below), if applicable, the non-breaching Party may terminate this Agreement by providing no less than sixty (60) business days’ prior written notice of termination (the “Termination Period”) to the other Party. 17.2. Breach. Subject to the terms herein, either party may terminate this Agreement for breach of duty, obligation or warranty upon exhaustion of all remedies set forth herein. 17.3. In the event of such termination, all Work shall be suspended as provided in the termination instruction. Client shall pay Aqua-Metric pursuant to the terms herein for all product and services rendered prior to and through the effective date set forth in the notice of termination. 17.4. Upon termination of this Agreement for any reason, Aqua-Metric shall provide the Client with copies of all completed or partially completed documents prepared under this Agreement contemporaneously with the Client making a final payment to Aqua-Metric in the amount (a) consistent with services rendered as of the date of termination, including such subscription services the Aqua-Metric has contracted for in fulfillment of the terms of this Agreement, plus (b) amounts incurred by Aqua-Metric to demobilize and orderly conclude open matters/invoices. In the event Aqua-Metric has received access to Client information or data as a requirement to perform services hereunder, Aqua-Metric shall return all Client provided data to the Client in a machine-readable format or other format deemed acceptable to the Client, in the Client’s reasonable discretion. 17.5. Cure Period. As used in this Agreement, “Cure Period” means a period a of thirty (30) days after receipt by a breaching Party of written notice from the non-breaching Party that this Agreement has been breached; provided, however, no Cure Period shall be permitted if a Party to this Agreement is found to have already breached this Agreement three (3) times. 25 Item 7. Thirkettle Corporation Master Services Agreement 18. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 17, if either Aqua-Metric or Client has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the Parties shall first attempt to resolve the matter through this dispute resolution process. The disputing Party shall notify the other Party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the Party’s specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both Parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the Parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the Parties shall submit the matter to non-binding mediation within Denton County, Texas. The mediator shall be agreed to by the Parties. If the Parties cannot agree on a mediator, each Party shall select a mediator and the mediators selected by the Parties shall select a mediator to mediate the dispute. Each Party shall be liable for its own expenses, including attorney’s fees; however, the Parties shall share equally in the costs of the mediation. If the Parties cannot resolve the dispute through mediation, then either Party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the Parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the Parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either Party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 19. NOTICES. All notices permitted or required to be given by either Party under this Agreement to the other shall be in writing through each Party’s authorized representative(s) as follows: If to Aqua-Metric: Thirkettle Corporation DBA Aqua-Metric Sales Company Attn: Christopher Newville 16914 Alamo Parkway, Building 2 Selma, TX 78154 Email: chris.newville@aqua-metric.com If to Client: City of Sanger Attn: John Noblitt 502 Elm St., PO Box 1729 Sanger, TX 76266 Email: JNoblitt@sangertexas.org Any such notice shall be deemed to have been properly served if delivered in person or by mail, fax or email to the address of the representative designated above. The date of such notice shall be the date on which it is actually received by the Party to whom it is addressed. 20. AGREEMENT AUTHORIZED. Each party represents to the other party that: (i) it has the power and authority to execute and deliver this Agreement and perform its obligations hereunder; (ii) the execution, delivery, and performance of this Agreement has been duly approved and authorized by it; and (iii) the execution and delivery of, and performance by, such party of this Agreement does not and will not, directly or indirectly, (iv) require the consent, approval, or action of, or any filing or notice to (collectively, “Consents”), any corporation, firm, person or other entity or any public, governmental or judicial authority, which Consents have not already been obtained, (v) violate the terms of any instrument, document or agreement to which it is a party, or by which it is bound, or be in conflict with, result in a breach of or constitute (upon the giving of notice or lapse of time or both) a default under any such instrument, document or agreement, or (vi) violate any order, writ, injunction, decree, judgment, ruling, law rule or regulation of any federal, state, county, municipal, or foreign court or governmental authority applicable to it. 26 Item 7. Thirkettle Corporation Master Services Agreement 21. INDEPENDENT CONTRACTOR. The relationship of the Aqua-Metric to Client is that of an independent contractor, and this Agreement shall not create any joint venture, partnership, or similar relationship. Neither party shall represent itself as an agent or employee of the other party. Further, Aqua-Metric expressly warrants and represents that they alone are exclusively responsible for all terms and conditions of employment, including the compensation, of any and all personnel whom Aqua-Metric assigns to perform any of the services contemplated by this Agreement. Aqua-Metric further expressly represents and warrants that it maintains all applicable and required insurance (including workers compensation insurance) with respect to such personnel and that in no event shall Client be liable to any Aqua-Metric employee for any of the terms and conditions of their employment. 22. NON-SOLICITATION OF EMPLOYEES. Neither the Client nor Aqua-Metric shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. This provision shall not apply to an employee who responds to a general solicitation or advertisement of employment by either party. 23. CONFLICTS OF INTEREST. Aqua-Metric hereby warrants to the Client that Aqua-Metric has made full disclosure in writing of any existing or potential conflicts of interest related to Aqua-Metric's services under this Agreement and will file a “Conflict of Interest Questionnaire” (FORM CIQ) which is available online at www.ethics.state.tx.us In the event that any conflicts of interest arise after the Effective Date of this Agreement, Aqua-Metric hereby agrees immediately to make full disclosure to the Client in writing. 24. ANTI-ISRAEL BOYCOTT PROVISION. Aqua-Metric certifies that it is not currently engaged in and agrees for the duration of the Agreement not to engage in a boycott of Israel. 25. ANTI-ENERGY BOYCOTT PROVISION. Aqua-Metrics certifies that it does not boycott energy companies and will not boycott energy companies during the term of this contract, as those terms are defined by Chapter 2274, Government Code. 26. ANTI-FIREARM BOYCOTT PROVISION. Aqua-Metrics certifies that it does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate during the term of this contract against a firearm entity or firearm trade association, as those terms are defined by Chapter 2274, Government Code. 27. FOREIGN TERRORIST. Aqua-Metrics certifies it will not do business with Iran, Sudan or a foreign terrorist organization while providing products or services to the City of Sanger. 28. REMEDIES. Except for remedies specifically designated as exclusive, no remedy conferred by the Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder, now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more remedies shall not constitute a waiver of the right to pursue other available remedies. 29. SEVERABILITY. If any term, provision or part of the Agreement is to any extent held invalid, void or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall not be impaired or affected thereby, and each term, provision, and part shall continue in full force and effect, and shall be valid and enforceable to the fullest extent permitted by law. 30. SUCCESSORS. This Agreement shall inure to the benefit of and be binding on the parties hereto and their respective successors and assigns (if such assignment was properly made pursuant to this Agreement). 31. ASSIGNMENT. Aqua-Metric may not assign any of their respective rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party, including any assignment or transfer in connection with a merger, reorganization, or sale of all or substantially all of the assets or equity of such party. Any attempted assignment in breach of this Section shall be void and Client shall have the right to terminate this Agreement as set forth herein. This Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. 27 Item 7. Thirkettle Corporation Master Services Agreement 32. NONWAIVER. Any failure or delay by any party to exercise or partially exercise any right, power or privilege hereunder shall not be deemed a waiver of any of the rights, powers or privileges under this Agreement. The waiver by either party of a breach of any term, condition or provision of this Agreement shall not operate as, or be construed as, a waiver of any subsequent breach thereof. 33. ENTIRETY OF AGREEMENT. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the Client and Aqua- Metric, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 34. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State of Texas. 35. FORUM SELECTION. The Parties agree that any action to interpret or enforce this Agreement shall be brought and maintained only in the county courts located within Denton County, Texas. The Parties consent to the exclusive jurisdiction of such courts and waives any objection either Party might otherwise have to jurisdiction and venue in such courts and Parties consent to service of process out of said State of Texas by regular U.S. mail to each Party or any other method of service permitted by such courts. 36. DEFINITIONS. 36.1. “Advanced Metering Infrastructure System” is an integrated system of smart meters, communications networks, and data management systems that enables two-way communication between utilities and customers. 36.2. “Sensus Software-as-a-Service and Spectrum Lease Agreement” is an agreement between the Client and Sensus USA, Inc. (“Sensus” including but not limited to the use of the Sensus FlexNet System, Sensus Analytics Software-as-a-Service (“SaaS”), Spectrum License Lease, and Support Standards. 36.3. Sensus “Software-as-a-Service (“SaaS”) means a software distribution model in which Sensus USA, Inc. hosts the Sensus Analytics software in a secure cloud environment and makes available to customers over the Internet. 36.4. “Thirkettle Corporation Annual Services Agreement” refers to the separate annual agreement between Aqua-Metric and Client for the continued use, access, license, and support of Clients AMI System. 36.5. "Software" means the computer software described as such in the Sensus Agreement, in machine-readable form only, as well as any updates which may be provided pursuant to the terms of this Agreement. 36.6. "Confidential Information" means documents, data, work product and any other sources of information designated as confidential in writing by Client or Aqua-Metric, as applicable, and any other information that a party should reasonably know is confidential in light of the circumstances surrounding its disclosure. 36.7. "Aqua-Metric Confidential Information” means the Aqua-Metric Proprietary Materials and any other Aqua-Metric owned or licensed information or material that Aqua-Metric designates in writing as confidential. 36.8. "Aqua-Metric Proprietary Materials" mean (i) Software and all computer programs, Documentation, products, forms, tools, methodologies, processes and procedures which were developed and owned by Aqua-Metric or its subcontractors prior to the Effective Date or which are developed during the term of the Agreement by Aqua-Metric staff (including employees and subcontractors), expressly excluding any Client Work Product; and (ii) any modifications thereof and derivative works based thereon. 36.9. "Client Confidential Information" means the Client Data, Client Proprietary Materials, and any other Client owned or licensed information or material that is designated in writing by Client as proprietary and confidential, or that Aqua-Metric should reasonably know is confidential in light of the circumstances surrounding its disclosure. 36.10. "Client Data" means any or all of the following, and all copies thereof, regardless of the form or media in which such items are held: (i) Confidential Information of Client, including, but not limited to, Personally 28 Item 7. Thirkettle Corporation Master Services Agreement Identifiable Information; (ii) data and/or information provided or submitted by or on behalf of Client or any Client Affiliate to Aqua-Metric regardless of whether considered Confidential Information; and (iii) data and/or information stored, recorded, processed, created, derived or generated by Aqua-Metric as a result of and/or as part of the Services, regardless of whether considered Confidential Information. [The remainder of this page left blank intentionally.] 29 Item 7. Thirkettle Corporation Master Services Agreement 37. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original agreement and both of which shall constitute one and the same agreement. The counterparts of this Agreement may be executed and delivered by facsimile or other electronic signature (including portable document format) by either of the parties and the receiving party may rely on the receipt of such document so executed and delivered electronically or by facsimile as if the original had been received. Client signatory represents and warrants that the signatory has all necessary authorization to purchase and pay for the Services indicated herein. THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL NOT BE BINDING UNTIL FULLY EXECUTED BY AN AUTHORIZED SIGNATORY FOR BOTH CLIENT AND AQUA-METRIC (OR ITS APPLICABLE AFFILIATE). IN WITNESS WHEREOF, this Agreement is hereby executed on behalf of each of the parties hereto as of the date signed by both parties below. THIRKETTLE CORPORATION DBA Aqua-Metric Sales Company 4050 Flat Rock Drive Riverside, CA 92505 City of Sanger 502 Elm St. Sanger, TX 76266 Signature Signature Christopher Newville Name (Printed or Typed) Name (Printed or Typed) Manager Title Title June 23, 2022 Date Date 30 Item 7. Thirkettle Corporation Master Services Agreement EXHIBIT A PROJECT PRICING 31 Item 7. Aqua-Metric Sales Company June 20, 2022 16914 Alamo Parkway, Bldg. 2 | Selma, TX 78154 Phone: (210) 967-6300 | Facsimile: (210) 967-6305 Quote for:City of Sanger, Texas Attention:Jim Bolz, Public Works Director Address City, State, Zip: Phone:(940) 458-2571 Email:jbolz@sangertexas.org Line No.Item Quantity Unit Extended Sensus FlexNet AMI System Product - Estimated Quantities M400B2 Basestation 2 $26,538.46 $53,076.92 M400B2 Basestation Magnetic Mount for OMNI Antenna, if Required 2 $6,500.00 $13,000.00 M400B2 Basestation Magnetic Mount for Panel Antenna, if Required $18,750.00 Communication Backhaul 2 $1,000.00 $2,000.00 Juniper Archer3 Handheld 2 $4,285.71 $8,571.42 Juniper Archer3 Handheld Single Ethernet Dock 2 $1,000.54 $2,001.08 CommandLink II Bluetooth Device 2 $569.12 $1,138.24 FieldLogic Communication Device 1 $286.38 $286.38 3096+ Mini Reader/Touch Reader Device 1 $515.38 $515.38 Unicom III Probe, Optical Probe 1 $586.66 $586.66 Bluetooth Micro Transceiver 1 $569.88 $569.88 3/4" SL Ally Remote Disconnect Water Meter TRPL USG 3,474 $404.49 $1,405,198.26 520M Single Port SmartPoint Water Radio Transmitter 3,474 $115.38 $400,830.12 Stratus IQ 1S CL200 120/240V Remote Disconnect Electric Meter 8 $175.94 $1,407.52 Stratus IQ 2S CL200 240V Remote Disconnect Electric Meter 2,573 $152.44 $392,228.12 Stratus IQ 2S CL320 240V Electric Meter 13 $113.22 $1,471.86 Aclara kV2C 12S CL200 120-480V Electric Meter 11 $373.34 $4,106.74 Aclara kV2C 16S CL200 120-480V Electric Meter 51 $373.34 $19,040.34 Aclara kV2C 16S CL320 120-480V Electric Meter 3 $406.67 $1,220.01 Aclara kV2C 35S (5S, 45S) CL20 120-480V Electric Meter 3 $373.34 $1,120.02 Aclara kV2C 36S (6S, 46S) CL20 120-480V Electric Meter 6 $373.34 $2,240.04 Aclara kV2C 4S CL20 120-480V Electric Meter 10 $373.34 $3,733.40 Aclara kV2C 9S (8S, 10S) CL20 120-480V Electric Meter 61 $373.34 $22,773.74 Aclara Add-On: "B" Switch, By Quadrant Metering 145 $80.00 $11,600.00 Aclara Add-On: "I" Switch, Instrument Transformer Correction $26.66 Aclara Add-On: "K" Switch, Adds Reactive Measures 145 $46.66 $6,765.70 Aclara Add-On: "L" Switch, Transformer Loss Compensation $253.34 Aclara Add-On: "M" Switch, Expanded Measures, Per Element Measurements $73.34 Aclara Add-On: "Q" Switch, Power Quality Measures 145 $8.00 $1,160.00 Aclara Add-On: "R" Switch, Basic Recording, 8-Channel Load Profile 145 Aclara Add-On: "T" Switch, Time-of Use 145 Aclara Add-On: "V: Switch, Voltage Event (Sag/Swell) Monitor and Logger 145 $8.00 $1,160.00 Aclara Add-On: "W" Switch, Waveform Capture $160.00 Aclara Add-On: "X" Switch, Expanded Recording (20-Channel) 192k $46.66 Aclara Add-On: "Z" Switch, Totalization $173.34 Aclara Add-On: Battery $6.66 Aclara Add-On: Simple I/O (2 Form C, 1 Form A, RTP Input) 3 KYZ Relays $106.66 Aclara Add-On: Complex I/O (2C, 6A, RTP, 4 A Inputs) 8 KYZ Relays $233.34 Aclara Add-On: Class 320 Amp (For Self-Contained Meters)$33.34 Aclara Add-On: MC Approval and Sealing $26.66 Aclara Add-On: UL2735 Listing 145 $8.00 $1,160.00 Network Infrastructure Setup and Configuration - Estimated Quantities M400B2 Basestation Installation 2 $25,000.00 $50,000.00 M400B2 Basestation Certification 2 $1,750.00 $3,500.00 FlexNet AMI Software Setup and Configuration RNI SaaS Setup 1 $7,877.43 $7,877.43 RNI Core Education, Performed by Aqua-Metric 1 $5,445.00 $5,445.00 Sensus Analytics System Setup 1 $4,455.00 $4,455.00 Sensus Analytics Basic Integration 1 $3,960.00 $3,960.00 Sensus Analytics Training, Performed by Aqua-Metric 1 $3,960.00 $3,960.00 Consumer Portal System Setup 1 $6,187.50 $6,187.50 Consumer Portal CIS Integration Fee 1 $12,375.00 $12,375.00 Consumer Portal Training 1 $2,227.50 $2,227.50 NovusCenter WOMS Setup Fee 1 $7,500.00 $7,500.00 Network Implementation, Monthly Fee 3 $10,000.00 $30,000.00 32 Item 7. Aqua-Metric Sales Company June 20, 2022 16914 Alamo Parkway, Bldg. 2 | Selma, TX 78154 Phone: (210) 967-6300 | Facsimile: (210) 967-6305 Quote for:City of Sanger, Texas Attention:Jim Bolz, Public Works Director Address City, State, Zip: Phone:(940) 458-2571 Email:jbolz@sangertexas.org Line No.Item Quantity Unit Extended Recurring Annual Fees: SaaS Software Hosting and Support - Pricing Based on 2,753 Electric and 3,474 Water Services Annual Hosted RNI Software-as-a-Service, Water and Electric 1 $17,410.59 $17,410.59 Annual Sensus Analytics Enhanced, Water Only 1 $6,617.65 $6,617.65 Annual Sensus Analytics Enhanced, Electric Only 1 $9,925.88 $9,925.88 Annual Sensus Analytics Text Messaging Fee (Optional)1 $965.25 $965.25 Annual Consumer Portal Core (Minimum 1500 Users)1 $8,043.75 $8,043.75 Annual Consumer Portal (Each Additional User > 1500)$2.77 Annual Consumer Portal Unlimited Text Message Block for 1,500 Users (Optional)1 $222.75 $222.75 Annual M400 Basestation Extended Warranty 2 $1,593.29 $3,186.58 Annual Aqua-Metric Support 1 $15,000.00 $15,000.00 Product Installation Services - Estimated Quantities Contingency Fund for Water Installation Incidentals 1 $50,000.00 $50,000.00 Contingency Fund for Electric Installation Incidentals 1 $50,000.00 $50,000.00 Project Management for Field Installations, Monthly Fee 6 $7,500.00 $45,000.00 Mobilization Fee 1 $12,500.00 $12,500.00 3/4" Water Meter Installation with SmartPoint Activation 3,474 $62.37 $216,673.38 Add-On: Sensus Ally Remote Disconnect Installation Adder, Price per Meter 3,474 $6.25 $21,712.50 Lid Modification: Drill Hole in Existing Plastic Meter Box Lid 3,474 $6.43 $22,337.82 Water Meter Box Adjustment, Removal, or Replacement 350 $64.10 $22,435.00 Form 1S, 2S, and 2SE Electric Meter Installation Services & Activation 2,594 $35.00 $90,790.00 Form 4S, 5S, and 6S Electric Meter Installation Services & Activation 19 $46.99 $892.81 Form 9S and 12S Electric Meter Installation Services & Activation 72 $46.99 $3,383.28 Form 16S Electric Meter Installation Services & Activation 54 $46.99 $2,537.46 This quote for the product and services named above is subject to the following terms:Subtotal $3,096,083.96 1. All quotes are subject to the Aqua-Metric Terms of Sale.24-Month Performance and Payment Bond $16,000.00 2. Quote is valid for thirty days.Total $3,112,083.96 3. Freight allowed on single orders exceeding $10,000.00. 4. Net Thirty Days to Pay 5. Returned water product may be subject to a 25% restocking fee; Returned electric product is non-returnable due to its purchasing requirements. 6. Sales Tax and/or Freight charges are not included. 7. Minimum 5 year term for SaaS Model with Annual 3% price increase 8. Annual SaaS pricing based on 2,753 Electric Services and 3,474 Water Services 33 Item 7. Thirkettle Corporation Master Services Agreement EXHIBIT D SENSUS PROPAGATION ANALYSIS 34 Item 7. Fl e x N e t D e s i g n El e c t r i c P r o p a g a t i o n An a l y s i s De s i g n F a c t o r s Fl e x N e t V e r s i o n : V2 En d p o i n t T y p e : El e c t r i c Sm a r t p o i n t L o c a t i o n : Ou t s i d e Th i s p r o p a g a t i o n s t u d y i s b a s e d o n a c t u a l i n f o r m a t i o n p r o v i d e d b y t h e u t i l i t y p e r t a i n i n g t o m e t e r t y p e , S m a r t p o i n t L o c a t i o n , po te n t i a l an t e n n a e h e i g h t o n s t r u c t u r e , s t r u c t u r e h e i g h t , a n d s t r u c t u r e l o c a t i o n . A n y c h a n g e s , d e l e t i o n s a n d / o r a d d i t i o n s t h a t a r e n o t pr o vi d e d to t h e d e s i g n e n g i n e e r s d u r i n g t h e c r e a t i o n o f t h i s d e s i g n m a y r e s u l t i n a s t u d y t h a t d o e s n o t c o r r e l a t e t o a c t u a l f i e l d c o n d it i on s . Pr o p o s e d S i t e D e t a i l s To t a l S i t e L o c a t i o n s : 2 To t a l B a s e s t a t i o n C o u n t s : 2 M4 0 0 B 2 = 2 LE G E N D Si t e L o c a t i o n En d p o i n t L o c a t i o n 11 3 5 9 – Ci t y o f S a n g e r Sa n g e r , T X RF E n g i n e e r : Je f f L e w i s Da t e : 03 / 1 9 / 2 0 2 1 Tw o -wa y C o v e r a g e Be s t S e r v e r C o v e r a g e Co u n t % To t a l E n d p o i n t s Co v e r e d 2, 6 6 8 99 . 8 9 % To t a l E n d p o i n t s An a l y z e d 2, 6 7 1 35 Item 7. Fl e x N e t D e s i g n Wa t e r P r o p a g a t i o n An a l y s i s De s i g n F a c t o r s Fl e x N e t V e r s i o n : V1 En d p o i n t T y p e : Wa t e r Sm a r t p o i n t L o c a t i o n : Pi t s e t (a b o v e l i d ) Th i s p r o p a g a t i o n s t u d y i s b a s e d o n a c t u a l i n f o r m a t i o n p r o v i d e d b y t h e u t i l i t y p e r t a i n i n g t o m e t e r t y p e , S m a r t p o i n t L o c a t i o n , po te n t i a l an t e n n a e h e i g h t o n s t r u c t u r e , s t r u c t u r e h e i g h t , a n d s t r u c t u r e l o c a t i o n . A n y c h a n g e s , d e l e t i o n s a n d / o r a d d i t i o n s t h a t a r e n o t pr o vi d e d to t h e d e s i g n e n g i n e e r s d u r i n g t h e c r e a t i o n o f t h i s d e s i g n m a y r e s u l t i n a s t u d y t h a t d o e s n o t c o r r e l a t e t o a c t u a l f i e l d c o n d it i on s . Pr o p o s e d S i t e D e t a i l s To t a l S i t e L o c a t i o n s : 2 To t a l B a s e s t a t i o n C o u n t s : 2 M4 0 0 B 2 = 2 LE G E N D On e -wa y C o v e r a g e Si t e L o c a t i o n En d p o i n t L o c a t i o n 11 3 5 9 – Ci t y o f S a n g e r Sa n g e r , T X RF E n g i n e e r : Je f f L e w i s Da t e : 03 / 1 9 / 2 0 2 1 Tw o -wa y C o v e r a g e Co u n t % To t a l E n d p o i n t s C o v e r e d 3, 2 5 4 10 0 . 0 0 % 2 W a y C o v e r a g e 3, 2 3 7 99 . 4 8 % 1 W a y C o v e r a g e 17 0. 5 2 % To t a l E n d p o i n t s A n a l y z e d 3, 2 5 4 36 Item 7. Thirkettle Corporation Master Services Agreement EXHIBIT E CONFLICT OF INTEREST QUESTIONNAIRE 37 Item 7. CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity FORM CIQ OFFICE USE ONLY Date Received This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date 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 a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 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 day after 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 is being disclosed. Name of Officer 4 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 relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? Yes 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 or a family member of the officer AND the taxable income is not received from the local governmental entity? Yes No 5 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an 6 Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). 7 Signature of vendor doing business with the governmental entity Date ownership interest of one percent or more. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021 Thrikettle Corporation dba Aqua-Metric Sales Company Not Applicable June 23, 2022 38 Item 7. Thirkettle Corporation Master Services Agreement EXHIBIT F CERTIFICATE OF INSURANCE 39 Item 7. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 6/23/2022 Arthur J.Gallagher &Co.Insurance Brokers of CA. 7777 Center Ave,Suite 400 Huntington Beach CA 92647 562-901-4631 CertRequests@ajg.com License#:0726293 Hanover American Insurance Company 36064 Allmerica Financial Benefit Insurance Co 41840ThirkettleCorporation Aqua-Metric Sales Company 4050 Flat Rock Drive Riverside CA 92505 Hanover Insurance Company 22292 Massachusetts Bay Insurance Company 22306 1389984905 A X 1,000,000 X 100,000 10,000 1,000,000 2,000,000 X ZZ3-A664940-06 7/1/2021 7/1/2022 2,000,000 B 1,000,000 X X X AW3-A665023-06 7/1/2021 7/1/2022 C X X 10,000,000UH3-A664942-06 7/1/2021 7/1/2022 10,000,000 X 0 D XWD3A6529827/1/2021 7/1/2022 1,000,000 1,000,000 1,000,000 Proof of Coverage City of Sanger,TX 502 Elm St. Sanger TX 76266 40 Item 7. Thirkettle Corporation Master Services Agreement EXHIBIT G PERFORMANCE AND PAYMENT BOND 41 Item 7. Christopher Newville Manager 42 Item 7. 43 Item 7. 44 Item 7. 45 Item 7. 46 Item 7. 47 Item 7. Christopher Newville Manager 48 Item 7. 49 Item 7. 50 Item 7. 51 Item 7. 52 Item 7. 53 Item 7. Thirkettle Corporation Master Services Agreement EXHIBIT H SENSUS WARRANTY 54 Item 7. 637 Davis Drive Morrisville, NC 27560 1-800-638-3748 Sensus Limited Warranty G-500 R24 1. General Product Coverage. Unless otherwise provided herein, Sensus USA Inc. (“Sensus”) warrants its products and parts to be free from defects in material and workmanship for one (1) year from the date of Sensus shipment and as set forth below. All products are sold to customer (“Customer”) pursuant to Sensus’ Terms of Sale, avail- able at: sensus.com/TC (“Terms of Sale”). 2. SR II® and accuSTREAM™ 5/8”, 3/4” & 1” Meters are warranted to perform to new meter accuracy level set forth in the SR II and accuSTREAM Data Sheets available at sensus.com for five (5) years from the date of Sensus shipment or until the registration shown below, whichever occurs first. Sensus further warrants that the SR II and accuSTREAM meters will perform to at least AWWA Repaired Meter Accuracy Standards for fifteen (15) years from the date of Sensus shipment or until the registration shown below, whichever occurs first: New Meter Accuracy Repair Meter Accuracy 5/8” SR II Meter and accuSTREAM Meter 500,000 gallons 1,500,000 gallons 3/4” SR II Meter and accuSTREAM Meter 750,000 gallons 2,250,000 gallons 1” SR II Meter and accuSTREAM Meter 1,000,000 gallons 3,000,000 gallons 3. ally® Meters that register water flow are warranted to perform to the accuracy level set forth in the ally Data Sheet available at sensus.com for fifteen (15) years from the Date of Installation, but no longer than sixteen (16) years from date of manufacture, not including the meter’s sensors, valve, and gear motor, which are warranted under different terms described below. As used herein, “Date of Installation” means the date after which the ally Meter has been out of empty pipe for seven (7) consecutive days, as those days are measured by the ally Meter and stored in the meter’s nonvolatile memory. 4. iPERL® Meters that register water flow are warranted to perform to the accuracy levels set forth in the iPERL Data Sheet available at sensus.com for twenty (20) years from the date of Sensus shipment. The iPERL System Component warranty does not include the external housing. 5. SR II maincases are warranted to be free from defects in material and workmanship for twenty-five (25) years from the date of Sensus shipment. accuSTREAM maincases will be free from defects in material and workmanship for fifteen (15) years from the date of Sensus shipment. 6. Sensus OMNI™, OMNI+ Meters and Propeller Meters are warranted to perform to as set forth in OMNI and Propeller data sheets for one (18) months from the date of Sensus shipment. 7.Sensus accuMAG™ and HydroverseTM Meters are warranted to be free from defects in material and workmanship, under normal use and service, for 18 months from the date of Sensus shipment or 12 months from startup, whichever occurs first. 1 Sensus will repair or replace non-performing Gas SmartPoint Modules (configured to the factory setting of six transmissions per day under normal system operation of up to one demand read to each SmartPoint Module per month and up to five firmware downloads during the life of the product) and batteries. 2 Sensus will repair or replace non-performing CPTP100 modules (configured at factory setting of four transmissions per day under normal system operations of up to one demand read per month and up to five firmware downloads during the life of the product) and batteries. 3 Sensus will repair or replace non-performing: • iPERL System Batteries, and/or the iPERL System flowtube, the flow sensing and data processing assemblies, and the register (“iPERL System Components”) with hourly reads, • SmartPoint 510M/520M/515M//512M-PLS Modules (configured to the factory setting of six transmissions per day under normal system operation of up to one demand read to each SmartPoint Module per month and up to five firmware downloads during the life of the product) and batteries, unless the SmartPoint 510M/520M Module is ever paired with an ally Meter, which event immediately amends the warranty terms to those described in Section 11; at no cost for the first fifteen (15) years from the date of Sensus shipment, and for the remaining five (5) years at a prorated percentage, applied towards the published list price in effect for the year the product is accepted by Sensus under the warranty conditions according to the following schedule: Years Replacement Price 1 – 15 0% 16 30% 17 40% 18 50% 19 60% 20 70% >20 100% 4 Sensus will repair or replace non-performing Sensus Electronic Register+ with hourly reads for the first ten (10) years from the date of Sensus shipment, and for the remaining ten (10) years, at a prorated percentage, applied towards the published list prices in effect for the year product is accepted by Sensus under warranty conditions according to the following schedule: Years Replacement Price Years Replacement Price 1 – 10 0% 16 55% 8.Sensus Registers are warranted to be free from defects in material and workmanship from the date of Sensus shipment for the periods stated below or until the applicable registration for AWWA Repaired Meter Accuracy Standards, as set forth above, are surpassed, whichever occurs first: 5/8” thru 2” SR II, accuSTREAM Standard Registers 25 years 5/8” thru 2” SR II, accuSTREAM Encoder Registers 10 years All HSPU, IMP Contactor, R.E.R. Elec. ROFI 1 year Standard and Encoder Registers for Propeller Meters 1 year OMNI and OMNI+ Registers with Battery 10 years 9. Sensus Electric and Gas Meters are warranted pursuant to the General Limited Warranty available at sensus.com/TC. 10. Batteries, iPERL System Components, AMR and FlexNet® Communication Network AMI Interface Devices are warranted to be free from defects in material and workmanship from the date of Sensus shipment for the period stated below: Electronic TouchPad 10 years Act-Pak® Remote Monitoring Instruments 1 year Gas SmartPoint® Modules and Batteries 20 years 1 6500 series Hand-Held Device 2 years Vehicle Gateway Base Station (VGB) and other AMR Equipment 1 year EasyLink Reader 1 Year CPTP100 20 Years 2 FlexNet Base Station (including the R100NA and M400 products) 1 year RM4160 1 Year iPERL System Battery and iPERL System Components 20 years 3 Sensus® Electronic Register+™ 20 years 4 Sensus® Smart Gateway Sensor Interface 1 year 5 SmartPoint® 510M/520M/515M/512M Modules and Batteries 20 years3 11. ally® Meter Batteries and Components, including SmartPoint 510M/520M Modules are warranted to be free from defects in material and workmanship from the Date of Installation, as defined in Section 3, for the period stated below: Batteries 15 years 6 Sensors 5 years Valve & Gear Motor 5 years 7 SmartPoint 510M/520M Modules and Batteries in service w/ally 15 years6 11 30% 17 60% 12 35% 18 65% 13 40% 19 70% 14 45% 20 75% 15 50% >20 100% 5 Sensus® Smart Gateway Sensor Interface warranty valid only for analog Meter Sample Rates of four times per hour with a Standard Tranmsit Rate of hourly or greater for the analog channel(s). 6 If applicable, any SmartPoint 510M/520M Modules ever paired with an ally Meter are warranted with the following limitations: • When configured to the default installation setting of six transmissions of metrology and pressure per day and one update of temperature per day, the SmartPoint is warranted to perform up to five (5) firmware upgrades for the SmartPoint Module and up to five (5) firmware upgrades for the ally Meter; • 2500 Operational Commands, where “Operational Commands” include on demand reads (such as consumption, pressure, temperature), an ally valve command, or a configuration command; and • 15 Diagnostic Commands, which includes two-way communications tests and installations for the first ten (10) years from Date of Installation at no cost. For the remaining five (5) years, Customer will pay the reduced Replacement Price of the then-current list price in effect at the time the product is accepted for return in accordance with the following schedule: Years Replacement Price Years Replacement Price 1 – 10 0% 14 65% 11 35% 15 75% 12 45% >15 100% 13 55% 7 Notwithstanding the foregoing, valve and gear motor components of ally Meters are not warranted beyond two thousand (2000) Valve State Operations, even if the warranty period provided herein has not yet expired. As used herein, “Valve State Operations” means adjustments of the Meter to open, close, or reduce flow. 55 Item 7. 637 Davis Drive Morrisville, NC 27560 1-800-638-3748 12. iPERL and ally Connectors and Cables are warranted to be free from defects in materials and workmanship, under normal use and service, for ten (10) years from the date of Sensus shipment. Nicor or Itron connectors included with a Sensus product are warranted according to the terms for Third-Party Devices in Section 13. 13.Third-Party Devices are warranted to be free from defects in materials and workmanship, under normal use and service, for one (1) year from the date of Sensus shipment. As used in this Sensus Limited Warranty, “Third Party Devices” means any product, device, or component part used with a Sensus product that is manufactured or sold by any party that is not Sensus. Failure of a Third Party Device which subsequently causes failure to a Sensus device shall be the responsibility of the manufacturer of the Third Party Device. 14. Software. Software supplied and/or licensed by Sensus is supported according to the terms of the applicable software license or usage agreement. Sensus warrants that any network and monitoring services shall be performed in a professional and workmanlike manner. 15. Return. Sensus’ obligation, and Customer’s exclusive remedy, under this Sensus Limited Warranty is, at Sensus’ option, to either (i) repair or replace the product, provided the Customer (a) returns the product to the location designated by Sensus within the warranty period; and (b) prepays the freight costs both to and from such location; or (ii) deliver replacement components to the Customer, provided the Customer installs, at its cost, such components in or on the product (as instructed by Sensus), provided, that if Sensus requests, the Customer (a) returns the product to the location designated by Sensus within the warranty period; and (b) prepays the freight costs both to and from such location. In all cases, if Customer does not return the product within the time period designated by Sensus, Sensus will invoice, and Customer will pay within thirty days of the invoice date, for the cost of the replacement product and/or components. The return of products for warranty claims must follow Sensus’ Returned Materials Authorization (RMA) procedures. Water meter returns must include documentation of the Customer’s test results. Test results must be obtained according to AWWA standards and must specify the meter serial number. The test results will not be valid if the meter is found to contain foreign materials. If Customer chooses not to test a Sensus water meter prior to returning it to Sensus, Sensus will repair or replace the meter, at Sensus’ option, after the meter has been tested by Sensus. The Customer will be charged Sensus’ then current testing fee. All product must be returned in accordance with the RMA process. For all returns, Sensus reserves the right to request meter reading records by serial number to validate warranty claims. For products that have become discontinued or obsolete (“Obsolete Product”), Sensus may, at its discretion, replace such Obsolete Product with a different product model (“New Product”), provided that the New Product has substantially similar features as the Obsolete Product. The New Product shall be warranted as set forth in this Sensus Limited Warranty. THIS SECTION 15 SETS FORTH CUSTOMER’S SOLE REMEDY FOR THE FAILURE OF THE PRODUCTS, SERVICES OR LICENSED SOFTWARE TO CONFORM TO THEIR RESPECTIVE WARRANTIES. 16.Warranty Exceptions and No Implied Warranties. This Sensus Limited Warranty does not include costs for removal or installation of products, or costs for replacement labor or materials, which are the responsibility of the Customer. The warranties in this Sensus Limited Warranty do not apply to and Sensus has no liability for goods that have been: installed improperly or in non-recommended installations; installed to a socket that is not functional, or is not in safe operating condition, or is damaged, or is in need of repair; tampered with; modified or repaired with parts or assemblies not certified in writing by Sensus, including without limitation, communication parts and assemblies; improperly modified or repaired (including as a result of modifications required by Sensus); converted; altered; damaged; read by equipment not approved by Sensus; for water meters, used with substances other than water, used with non-potable water, or used with water that contains dirt, debris, deposits, or other impurities; subjected to misuse, improper storage, improper care, improper maintenance, or improper periodic testing (collectively, “Exceptions.”). If Sensus identifies any Exceptions during examination, troubleshooting or performing any type of support on behalf of Customer, then Customer shall pay for and/or reimburse Sensus for all expenses incurred by Sensus in examining, troubleshooting, performing support activities, repairing or replacing any Equipment that satisfies any of the Exceptions defined above. The above warranties do not apply in the event of Force Majeure, as defined in the Terms of Sale. THE WARRANTIES SET FORTH IN THIS SENSUS LIMITED WARRANTY ARE THE ONLY WARRANTIES GIVEN WITH RESPECT TO THE GOODS, SOFTWARE, SOFTWARE LICENSES AND SERVICES SOLD OR OTHERWISE PROVIDED BY SENSUS. SENSUS EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS, EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER IN CONNECTION WITH THIS SENSUS LIMITED WARRANTY OR WITH THE TERMS OF SALE, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT AND TITLE. SENSUS ASSUMES NO LIABILITY FOR COSTS OR EXPENSES ASSOCIATED WITH LOST REVENUE OR WITH THE REMOVAL OR INSTALLATION OF EQUIPMENT. THE FOREGOING REMEDIES ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES FOR THE FAILURE OF EQUIPMENT, LICENSED SOFTWARE OR SOFTWARE SERVICES, AND OTHER SERVICES TO CONFORM TO THEIR RESPECTIVE WARRANTIES. 17. Limitation of Liability. SENSUS’ AGGREGATE LIABILITY IN ANY AND ALL CAUSES OF ACTION ARISING UNDER, OUT OF OR IN RELATION TO THIS AGREEMENT, ITS NEGOTIATION, PERFORMANCE, BREACH OR TERMINATION (COLLECTIVELY “CAUSES OF ACTION”) SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO SENSUS UNDER THIS AGREEMENT. THIS IS SO WHETHER THE CAUSES OF ACTION ARE IN TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY, IN CONTRACT, UNDER STATUTE OR OTHERWISE. AS A SEPARATE AND INDEPENDENT LIMITATION ON LIABILITY, SENSUS’ LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES. SENSUS SHALL NOT BE LIABLE FOR: (I) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; NOR (II) ANY REVENUE OR PROFITS LOST BY CUSTOMER OR ITS AFFILIATES FROM ANY END USER(S), IRRESPECTIVE OF WHETHER SUCH LOST REVENUE OR PROFITS IS CATEGORIZED AS DIRECT DAMAGES OR OTHERWISE; NOR (III) ANY IN/OUT COSTS; NOR (IV) MANUAL METER READ COSTS AND EXPENSES; NOR (V) DAMAGES ARISING FROM MAINCASE OR BOTTOM PLATE BREAKAGE CAUSED BY FREEZING TERMPERATURES, WATER HAMMER CONDITIONS, OR EXCESSIVE WATER PRESSURE. “IN/OUT COSTS” MEANS ANY COSTS AND EXPENSES INCURRED BY CUSTOMER IN TRANSPORTING GOODS BETWEEN ITS WAREHOUSE AND ITS END USER’S PREMISES AND ANY COSTS AND EXPENSES INCURRED BY CUSTOMER IN INSTALLING, UNINSTALLING AND REMOVING GOODS. “END USER” MEANS ANY END USER OF ELECTRICITY/WATER/GAS THAT PAYS CUSTOMER FOR THE CONSUMPTION OF ELECTRICITY/WATER/GAS, AS APPLICABLE. The limitations on liability set forth in this Agreement are fundamental inducements to Sensus entering into this Agreement. They apply unconditionally and in all respects. They are to be interpreted broadly so as to give Sensus the maximum protection permitted under law. 56 Item 7. Thirkettle Corporation Annual Services Agreement ANNUAL SERVICES AGREEMENT This Annual Services Agreement (the “Agreement”) is made by and between Thirkettle Corporation dba Aqua- Metric Sales Company, a California corporation, having its principal location at 4050 Flat Rock Drive, Riverside, CA 92505 (“Aqua-Metric”) and City of Sanger, having its principal location at 502 Elm St., Sanger, TX 76266 (the “Client”). Aqua-Metric and Client are each referred to individually as “Party” or collectively as the “Parties”. The Parties agree as follows: RECITALS A. Aqua-Metric has been engaged by Client to provide (a) Sensus Regional Network Interface (“RNI”) and Sensus Analytics Software-as-a-Service (collectively the “SaaS Services”) hosted services required for the daily operation of the FlexNet System; and (b) Aqua-Metric Value Added Reseller Support services (the “Support Services”) for the infrastructure and software. B. Aqua-Metric agrees to, in accordance with the terms of this Agreement, perform the services and supply the goods as described in the attached Exhibits and Appendices (the “Work”), which is attached hereto and made a part hereof for all purposes. This Agreement shall include the following: i. This Annual Services Agreement ii. Exhibit A: Annual Pricing iii. Exhibit B: Support Standards In consideration of the mutual agreements, covenants, representations, and warranties contained herein, and in reliance thereon, intending to be legally bound, Aqua-Metric and Client agree as follows: 1. TERM. This Agreement shall commence on July 5, 2022 (the “Effective Date”) and shall extend for five (5) years unless terminated earlier in accordance within the provisions of this Agreement. This Agreement may automatically renew for additional one (1) year terms unless terminated pursuant to the terms hereunder. 2. SERVICES. 2.1. This Agreement sets forth the annual SaaS Services, terms, and/or conditions billed by Aqua-Metric to Client on an annual recurring basis beginning on the first anniversary from the date the first year SaaS Services fees have been invoiced by Aqua-Metric to Client. For clarity, Aqua-Metric will invoice first year SaaS Services fees concluding the RNI commissioning and Client shall pay for the first year SaaS Services fees within the terms and conditions as defined in the Thirkettle Corporation Master Services Agreement (the “Master Agreement”). The annual fees outlined in Exhibit A hereto represent the second year fees. 3. PRICING AND PAYMENT. Subject to the provisions of this Agreement, Client shall pay Aqua-Metric for the annual SaaS Services and Support Services fees (the “Annual Services”) in the amount set forth herein Exhibit A. 3.1. Aqua-Metric shall automatically invoice Client for payment within sixty (60) days prior to the anniversary date of implementation. Client shall issue payment within thirty (30) days of receipt of invoice. Aqua- Metric reserves the right to issue late fees to Client for past due amounts at a maximum rate of 1% of the invoice total for each additional day past due. 3.2. Annual Services shall automatically renew each year on the anniversary of the implementation date and will continue through the duration of Client’s continued use of the Annual Services. Annual Services will incur an automatic three percent (3%) annual increase to the antecedent fee for service. 3.3. In the event Client wishes to discontinue the Annual Services, Client shall provide Aqua-Metric written notification pursuant to Section 13 prior to the subsequent annual invoice; at which time Aqua-Metric’s Annual Services shall cease pursuant to Section 5. Client’s failure to give Aqua-Metric notice prior to renewal will result in automatic renewal and Client agrees to pay for subsequent Annual Services. 3.4. All pricing and payments shall be in US currency. Page 1 57 Item 7. Thirkettle Corporation Annual Services Agreement 3.5. Non-Appropriation Clause. Client shall use best efforts to obtain an appropriation in the full amount of each subsequent annual payment required under this Agreement, including the submission of budget requests each year that are sufficient to cover Client’s payment obligations for each subsequent fiscal year. In the event no funds are appropriated for subsequent years under this Agreement, Client may terminate this Agreement pursuant to Section 13.1. 4. MODIFICATIONS, AMENDMENTS AND CHANGE ORDERS. No modification or amendment to this Agreement or the Work herein shall be binding upon either Party hereto unless such amendment is set forth in writing and duly executed by an authorized representative of each Party. Aqua-Metric and Client each acknowledge additional product and services not detailed or described herein may be required to complete the Work. Either Party may initiate a request to modify, add or remove additional product or services. No additional product or service will be inclusive unless upon written amendment to this Agreement duly executed by an authorized representative from both Parties. Unless otherwise agreed upon, all additional product or services rendered will be quoted at current market values at the time of request. 5. SUSPENSION OF SERVICE. 5.1. In the event Client fails to pay Aqua-Metric for any invoices within forty-five (45) days from the date of invoice, Aqua-Metric may, in its sole discretion, withhold or suspend the services until Client has paid any past due invoiced amounts or seek termination pursuant to Section 13.2 of this Agreement. Client shall be responsible for applicable service fees, including late fees and early termination fees incurred for early termination. In the event of suspension or termination, Client acknowledges and agrees Aqua-Metric and/or Sensus will not be held responsible to diagnose, troubleshoot, update, repair, or replace any software previously purchased by Client. Client will be responsible for the purchase of hardware, software Updates or Upgrades, or hourly support and maintenance fees described in Exhibit B. 6. OWNERSHIP. 6.1. Aqua-Metric Materials. Aqua-Metric or its suppliers shall retain all right, title and interest (including but not limited to copyright and other proprietary or intellectual property rights) in the Aqua- Metric Confidential Information, the Aqua-Metric Proprietary Materials (excluding Client Work Product, Client Data and Client Confidential Information). 6.2. Client Materials. The Client shall retain all right, title and interest (including copyright and other proprietary or intellectual property rights) in the Client Work Product, Client Confidential Information and Client Data. Aqua-Metric may access Client Data only to respond to AMI services or technical problems or at the Client's request, and for the purposes of hosting such Client Data in connection with the provision of the AMI Services to the Client. Without limiting the generality of the foregoing, Aqua-Metric agrees that information and data on how the AMI Services are used by Client (such as, but not limited to, benchmarking data, usage patterns and roles) constitute Client Confidential Information and may only be used by Aqua-Metric to improve the delivery of AMI Services for Client, and may not be used for other purposes, and may not be distributed, transferred in detail or summary form to any third party without the express written consent of Client. 7. CONFIDENTIAL INFORMATION. 7.1. Each party shall hold the other party’s Confidential Information in confidence and shall not disclose such Confidential Information to third parties other than to consultants or contractors, subject to similar terms of confidentiality, when disclosure is necessary for the purposes set forth herein, nor use the other party’s Confidential Information for any purpose other than the purposes set forth under this Agreement. The foregoing restrictions on disclosure shall not apply to information which is: (i) already known by the recipient, (ii) becomes, through no act or fault of the recipient, publicly known, (iii) received by recipient from a third party without a restriction on disclosure or use, (iv) independently developed by recipient without reference to the other party’s Confidential Information, or (v) is a public record under applicable laws, which shall control, subject to the terms of this Section. Subject to the Texas Public Records Act, the Client will maintain the confidentiality of all Aqua-Metric Confidential Information, and Aqua-Metric will maintain the confidentiality of all Client Confidential Information, with each party taking all reasonable precautions to protect the same, at a minimum taking Page 2 58 Item 7. Thirkettle Corporation Annual Services Agreement those precautions used to protect its own Confidential Information from unauthorized use or disclosure. All Client Data shall be deemed Client Confidential Information for purposes of this Agreement and the protections and requirements set forth herein. 7.2. The Client acknowledges that Aqua-Metric may use products, materials, or methodologies proprietary to Aqua-Metric. The Client agrees that Aqua-Metric’s provision of services under this Agreement shall not be grounds for the Client to have or obtain any rights in such proprietary products, materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. Aqua-Metric, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the Client as confidential and shall not disclose any such information to a third party without the prior written approval of the Client. Subcontractors and affiliates of Aqua- Metric who need to know the Confidential Information to perform the Services shall not be considered third party for purposes of this Section. 7.3. Unauthorized Access. Aqua-Metric shall store and maintain Client Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt Client Information in any way. Aqua-Metric shall notify the Client immediately if the security or integrity of any Client information has been compromised or is believed to have been compromised, in which event, Aqua- Metric shall, in good faith, use all commercially reasonable efforts to cooperate with the Client in identifying what information has been accessed by unauthorized means and shall fully cooperate with the Client to protect such information from further unauthorized disclosure. 8. COMPLIANCE WITH LAWS 8.1. Aqua-Metric Compliance with Laws. Aqua-Metric will perform its obligations under this Agreement in a manner that complies with all Laws: (i) applicable to Aqua-Metric and Aqua-Metric’s business, activities, Aqua-Metric’s facilities and the provision of Services hereunder, including Laws of any country or jurisdiction from which or through which Aqua-Metric provides the Services or obtains resources or personnel to do so; and (ii) applicable to Client and Client’s affiliates. "Laws" shall include and refer to any and all federal (national), state, provincial, municipal or local laws, regulations, rules, judicial decrees, decisions and judgments, executive and government orders and ordinances, and any and all directives of regional legislative and regulatory bodies and implementing legislation, as well as rules and regulations of any self-regulatory organization by which any party may be bound, including the Laws of each and every jurisdiction applicable to Client, Aqua-Metric, this Agreement and the performance of the Services. 8.2. Client Compliance with Laws. Client will perform its obligations under this Agreement in a manner that complies with all Laws applicable to Client’s business, activities, and facilities. "Laws" shall include and refer to any and all federal (national), state, provincial, municipal or local laws, regulations, rules, judicial decrees, decisions and judgments, executive and government orders and ordinances, and any and all directives of regional legislative and regulatory bodies and implementing legislation, as well as rules and regulations of any self-regulatory organization by which any party may be bound. 8.3. CONFLICTS OF INTEREST. Aqua-Metric hereby warrants to the Client that Aqua-Metric has made full disclosure in writing of any existing or potential conflicts of interest related to Aqua-Metric's services under this Agreement and will file a “Conflict of Interest Questionnaire” (FORM CIQ) which is available online at www.ethics.state.tx.us In the event that any conflicts of interest arise after the Effective Date of this Agreement, Aqua-Metric hereby agrees immediately to make full disclosure to the Client in writing. 8.4. ANTI-ISRAEL BOYCOTT PROVISION. Aqua-Metric certifies that it is not currently engaged in and agrees for the duration of the Agreement not to engage in a boycott of Israel. 8.5. 8.5 ANTI-ENERGY BOYCOTT PROVISION. Aqua-Metrics certifies that it does not boycott energy companies and will not boycott energy companies during the term of this contract, as those terms are defined by Chapter 2274, Government Code. 8.6. 8.6 ANTI-FIREARM BOYCOTT PROVISION. Aqua-Metrics certifies that it does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and Page 3 59 Item 7. Thirkettle Corporation Annual Services Agreement will not discriminate during the term of this contract against a firearm entity or firearm trade association, as those terms are defined by Chapter 2274, Government Code. 8.7. FOREIGN TERRORIST. Aqua-Metrics certifies it will not do business with Iran, Sudan or a foreign terrorist organization while providing products or services to the City of Sanger. 9. LIMITED WARRANTIES, REPRESENTATIONS AND COVENANTS 9.1. Aqua-Metric represents, warrants and covenants as follows: a. Aqua-Metric has the right to enter into this Agreement and perform in accordance with the terms of this Agreement, and such actions do not violate any third-party agreement or other obligation by which Aqua-Metric is bound. b. Aqua-Metric is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes of this Agreement, except where the failure to be so qualified, in the aggregate, would not reasonably be expected to adversely affect its ability to perform its obligations under this Agreement; c. Aqua-Metric has the full right, corporate power and authority to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement; d. The execution of this Agreement by Aqua-Metric’s representative herein has been duly authorized by all necessary corporate action of Aqua-Metric. 10. DISCLAIMER OF WARRANTIES. 10.1. DISCLAIMER. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND SOFTWARE ARE PROVIDED BY AQUA-METRIC ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; provided; however any such warranties received by Aqua-Metric from its suppliers shall be passed on to Client. 10.2. Aqua-Metric warrants that the services provided by Aqua-Metric will be performed in a professional and workmanlike manner with a degree of care, skill and competence that is consistent with the then generally accepted industry standards reasonably expected of similar types of engagements and the deliverables herein this Agreement will substantially conform to the deliverables specified in the applicable Exhibits and Appendices hereto through the term of the Agreement. 10.3. Limitations. Unless otherwise expressly provided herein, neither Aqua-Metric nor any of its service providers, licensors, employees or agents warrant that the operation of the Services will be uninterrupted or error free. Aqua-Metric will not be responsible for any damages that Client may suffer arising out of use, or inability to use, the Services. 11. LIMITATIONS AND DISCLAIMERS OF LIABILITY. 11.1. DISCLAIMER OF CERTAIN DAMAGES. IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY TO THE ANOTHER PARTY HERETO FOR ANY LOST PROFITS (WHETHER DIRECT OR INDIRECT), LOSS OF USE, COSTS OF COVER, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT, WARRANTY OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 12. INDEMNIFICATION. 12.1. Aqua-Metric’s Obligation. Aqua-Metric shall defend, indemnify and hold each Client Indemnitee (as defined below) harmless from any and all losses, costs, fines, penalties, damages and other amounts (including reasonable attorney fees) incurred by, assessed against or imposed on a Client Indemnitee arising from or in connection with any and all third party suits, claims, actions or Page 4 60 Item 7. Thirkettle Corporation Annual Services Agreement demands (a “Claim”): (i) alleging any Product, Software or any Service infringes any valid and issued patent, copyright, or trademark or similar property right of a third party, (ii) for personal injuries, death or damage to tangible personal and real property caused by the gross negligence or willful misconduct of Aqua-Metric, its employees, or agents; (iii) relating to or arising out of Aqua-Metric’s failure to comply with applicable law; and (iv) relating to or arising out of Aqua-Metric’s breach of its confidentiality obligations hereunder. "Client Indemnitee" shall mean Client, and its respective officers, directors, employees, agents, successors and assigns. 12.2. Aqua-Metric’s Obligation. Aqua-Metric shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project shall be provided to Client 12.3. Aqua-Metric’s Obligation. Aqua-Metric shall provide General Public Liability and Property Damage Insurance including vehicle coverage issued to the Aqua-Metric and protecting Client from all claims for personal injury, including death, and all claims for destruction of or damage to property, arising out of or in connection with any operations under this agreement whether such operations be by Aqua-Metric or by any subcontractor or anyone directly or indirectly employed by the Aqua-Metric or by a subcontractor. The insurance shall be written with a limit of liability of not less than $1,000,000 for all damages arising out of bodily injury, including death, at any time resulting therefrom, sustained by any one person in any one accident; and a limit of liability of not less than $1,000,000 aggregate for any such damages sustained by two or more persons in any one accident. 12.4. Client Obligation. To the extent allowed by the laws of the State of Texas, Client shall defend, indemnify and hold Aqua-Metric harmless from any and all losses, costs, fines, penalties, damages and other amounts (including reasonable attorney fees) incurred by, assessed against or imposed on Aqua- Metric arising from or in connection with any and all third party suits, claims, actions or demands (a “Claim”): (i) for personal injuries, death or damage to tangible personal and real property caused by the negligence or willful misconduct of Client, its employees, contractors or agents other than Aqua-Metric; (ii) relating to or arising out of Client’s failure to comply with applicable law; and (iii) relating to or arising out of Client’s breach of its confidentiality obligations hereunder. 13. TERMINATION. 13.1. Non-Appropriation of Funds. In the event no funds are appropriated by Client in any given fiscal year, Client may terminate this Agreement upon one-hundred twenty (120) days’ written notice to Aqua- Metric. Should Client elect to terminate this Agreement, Client acknowledges that; (a) Client shall pay all applicable fees, including any unpaid SaaS Services and Support Services fees due in the current calendar year plus a ten percent (10%) early termination fee, where such fee is calculated based on the annual fees due in the current calendar year; and (b) access to the SaaS Services and Support Services shall immediately cease. If Client elects to terminate the RNI hosted environment but does not terminate the Agreement generally, then upon delivery of the notice to Aqua-Metric, Client shall purchase the necessary (a) RNI hardware from a third party and (b) RNI software license at Aqua-Metric’s then- current pricing. No portion of the annual fees shall be applied to the purchase of the RNI hardware or software license. 13.2. Breach. Subject to the terms herein, either party may terminate this Agreement for breach of duty, obligation or warranty; provided, 1) breach is not a result of one of the events defined in Section 23, 2) breach is not cured within the Cure Period hereunder Section 13.4 with such period being extended as necessary for the breaching Party to have a reasonable amount of time to cure, provided the breaching Party begins to cure such breach or violation within the Cure Period and diligently pursues completion of the same, and 3) the breaching Party shall have reasonable time in addition to such Cure Period to cure such breach within the Cure Period and diligently pursues such cure. Page 5 61 Item 7. Thirkettle Corporation Annual Services Agreement 13.3. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the Client shall pay Aqua-Metric for services actually rendered up to the effective date of termination and Aqua-Metric shall continue to provide the Client with services requested by the Client and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Aqua-Metric shall provide the Client with copies of all completed or partially completed documents prepared under this Agreement contemporaneously with the Client making a final payment to Aqua-Metric in the amount consistent with services rendered as of the date of termination, including such subscription services the Aqua-Metric has contracted for in fulfillment of the terms of this Agreement. In the event Aqua-Metric has received access to Client information or data as a requirement to perform services hereunder, Aqua-Metric shall return all Client provided data to the Client in a machine-readable format or other format deemed acceptable to the Client, in the Client’s reasonable discretion. 13.4. Cure Period. As used in this Agreement, “Cure Period” means a period a of forty-five (45) days after receipt by a breaching Party of written notice from the non-breaching Party that this Agreement has been breached; provided, however, no Cure Period shall be permitted if a Party to this Agreement is found to have already breached this Agreement three (3) times. 14. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 13, if either Aqua-Metric or Client has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the Parties shall first attempt to resolve the matter through this dispute resolution process. The disputing Party shall notify the other Party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the Party’s specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both Parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the Parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the Parties shall submit the matter to non-binding mediation in within the county seat of Denton County, Texas. The mediator shall be agreed to by the Parties. If the Parties cannot agree on a mediator, each Party shall select a mediator and the mediators selected by the Parties shall select a mediator to mediate the dispute. Each Party shall be liable for its own expenses, including attorney’s fees; however, the Parties shall share equally in the costs of the mediation. If the Parties cannot resolve the dispute through mediation, then either Party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the Parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the Parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either Party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 15. JURISDICTION AND VENUE. This Agreement has been executed and delivered in the State of Texas and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of Texas. Both parties further agree that Denton County, Texas, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. MODIFICATIONS, AMENDMENTS OR WAIVERS. No modifications or amendments to the Agreement, and no waiver of any provisions hereof shall be valid unless in writing signed by duly authorized representatives of the parties. 17. NONWAIVER. Any failure or delay by either party to exercise or partially exercise any right, power or privilege hereunder shall not be deemed a waiver of any of the rights, powers or privileges under this Agreement. The waiver by either party of a breach of any term, condition or provision of this Agreement shall not operate as, or be construed as, a waiver of any subsequent breach thereof. 18. NOTICES. Except as otherwise provided in the Agreement, all notices or other communications hereunder shall be deemed to have been duly given when made in writing and delivered in person or mailed, postage Page 6 62 Item 7. Thirkettle Corporation Annual Services Agreement prepaid, by first class, certified or registered mail, by messenger or courier, and addressed as provided below. The address to which the notice(s) or communications may be given by either party may be changed by notice given by such party to the other pursuant to this Section or by other form of notice agreed to by the parties. All notices permitted or required to be given by either party under this Agreement to the other shall be in writing through each party's authorized representative(s) as follows: If to Aqua-Metric: Thirkettle Corporation DBA Aqua-Metric Sales Company Attn: Christopher Newville 16914 Alamo Parkway, Building 2 Selma, TX 78154 Email: chris.newville@aqua-metric.com If to Client: City of Sanger Attn: John Noblitt 502 Elm St., PO Box 1729 Sanger, TX, 76266 19. REMEDIES. Except for remedies specifically designated as exclusive, no remedy conferred by the Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder, now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more remedies shall not constitute a waiver of the right to pursue other available remedies. 20. SEVERABILITY. If any term, provision or part of the Agreement is to any extent held invalid, void or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall not be impaired or affected thereby, and each term, provision, and part shall continue in full force and effect, and shall be valid and enforceable to the fullest extent permitted by law. 21. SUCCESSORS. This Agreement shall inure to the benefit of and be binding on the parties hereto and their respective successors and assigns (if such assignment was properly made pursuant to this Agreement). 22. AUTHORIZED REPRESENTATIVE. Each party represents to the other party that: (i) it has the power and authority to execute and deliver this Agreement and perform its obligations hereunder; (ii) the execution, delivery, and performance of this Agreement has been duly approved and authorized by it; and (iii) the execution and delivery of, and performance by, such party of this Agreement does not and will not, directly or indirectly, (iv) require the consent, approval, or action of, or any filing or notice to (collectively, “Consents”), any corporation, firm, person or other entity or any public, governmental or judicial authority, which Consents have not already been obtained, (v) violate the terms of any instrument, document or agreement to which it is a party, or by which it is bound, or be in conflict with, result in a breach of or constitute (upon the giving of notice or lapse of time or both) a default under any such instrument, document or agreement, or (vi) violate any order, writ, injunction, decree, judgment, ruling, law rule or regulation of any federal, state, county, municipal, or foreign court or governmental authority applicable to it. 23. FORCE MAJEURE. Neither party shall be held liable for delay in fulfilling or failure to fulfill its obligations under this Agreement, if such delay or failure is caused by events beyond the reasonable control of such party, including, without limitation, natural calamity, acts of God, terrorist events, pandemic, epidemic or delays in product shipment caused by any of the preceding events, provided payment obligations shall not be so excused. Each party shall notify the other in writing of any situation that may prevent performance under the terms and conditions of this Agreement. 24. ENTIRETY OF AGREEMENT. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between Page 7 63 Item 7. Thirkettle Corporation Annual Services Agreement the Client and Aqua-Metric, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 25. ASSIGNMENT. Aqua-Metric may not assign any of their respective rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party, including any assignment or transfer in connection with a merger, reorganization, or sale of all or substantially all of the assets or equity of such party. Any attempted assignment in breach of this Section shall be void and Client shall have the right to terminate this Agreement as set forth herein. This Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. 26. DEFINITIONS. a. "Confidential Information" means documents, data, work product and any other sources of information designated as confidential in writing by Client or Aqua-Metric, as applicable, and any other information that a party should reasonably know is confidential in light of the circumstances surrounding its disclosure. b. "Client Data" means any or all of the following, and all copies thereof, regardless of the form or media in which such items are held: (i) Confidential Information of Client, including, but not limited to, Personally Identifiable Information; (ii) data and/or information provided or submitted by or on behalf of Client or any Client Affiliate to Aqua-Metric regardless of whether considered Confidential Information; and (iii) data and/or information stored, recorded, processed, created, derived or generated by Aqua-Metric as a result of and/or as part of the Services, regardless of whether considered Confidential Information. c. "Documentation" means all publications and documentation relating to the use or operation of the Products, Software and Services provided hereunder, such as reference, user, installation, systems administration and technical guides. d. "Fees" mean the Product Costs, Service fees and the SaaS Services fees. e. "Software" means the computer software described as such in the Sensus Inc. Agreement, in machine - readable form only, as well as any Updates which may be provided pursuant to the terms of this Agreement. f. "Subscription Services" mean the hosting and software services performed by Sensus Inc. and Aqua-Metric. g. "Subscription Services Fees" means the fees for Client’s continued use of the RNI or Sensus Analytics. h. "Support Services" means the annual maintenance and support services provided by Aqua-Metric and Sensus. i. "Support Services Fees" means the fees for Client’s use of the Support Services. j. "Training" means the instructional training provided by Aqua-Metric to Client regarding access to and proper use and operation of the software and services. k. "Updates" means minor enhancements, improvements, patches or modifications released to improve performance or fix errors in previous versions of software applications developed by Sensus or third-party developers. l. “Upgrade" means a release of the software or a change to the existing software and/or hardware containing major new features, functionality and/or performance improvements that would enable the existing software and/or hardware configuration to perform to the level of the next version of the software and/or hardware configuration and is designed to replace the older software and/or hardware version of the same product and/or extend the useful life of that product. [Signature page on following page] Page 8 64 Item 7. Thirkettle Corporation Annual Services Agreement 27. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original agreement and both of which shall constitute one and the same agreement. The counterparts of this Agreement may be executed and delivered by facsimile or other electronic signature (including portable document format) by either of the parties and the receiving party may rely on the receipt of such document so executed and delivered electronically or by facsimile as if the original had been received. Client signatory represents and warrants that the signatory has all necessary authorization to purchase and pay for the Services indicated herein. THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL NOT BE BINDING UNTIL FULLY EXECUTED BY AN AUTHORIZED SIGNATORY FOR BOTH CLIENT AND AQUA-METRIC (OR ITS APPLICABLE AFFILIATE). IN WITNESS WHEREOF, this Agreement is hereby executed on behalf of each of the parties hereto as of the date signed by both parties below. THIRKETTLE CORPORATION DBA AQUA-METRIC SALES COMPANY 4050 Flat Rock Drive Riverside, CA 92505 City of Sanger 502 Elm St. Sanger, TX 76266 Signature Signature Christopher Newville Name (Printed or Typed) Name (Printed or Typed) Manager Title Title June 23, 2022 Date Date Page 9 65 Item 7. Thirkettle Corporation Annual Services Agreement EXHIBIT A ANNUAL PRICING Page 10 66 Item 7. Aqua-Metric Sales Company June 20, 2022 16914 Alamo Parkway, Bldg. 2 | Selma, TX 78154 Phone: (210) 967-6300 | Facsimile: (210) 967-6305 Quote for:City of Sanger, Texas Attention:Jim Bolz, Public Works Director Address City, State, Zip: Phone:(940) 458-2571 Email:jbolz@sangertexas.org Line No.Item Quantity Unit Extended Sensus FlexNet AMI System - Years 2-5 Recurring Annual Fees: SaaS Software Hosting and Support - Year Two Annual Hosted RNI Software-as-a-Service, Water and Electric 1 $17,932.91 $17,932.91 Annual Sensus Analytics Enhanced, Water Only 1 $6,816.18 $6,816.18 Annual Sensus Analytics Enhanced, Electric Only 1 $10,223.66 $10,223.66 Annual Sensus Analytics Text Messaging Fee (Optional)1 $994.21 $994.21 Annual Consumer Portal Core (Minimum 1500 Users)1 $8,285.06 $8,285.06 Annual Consumer Portal (Each Additional User > 1500)$2.85 Annual Consumer Portal Unlimited Text Message Block for 1,500 Users (Optional)1 $229.43 $229.43 Annual M400 Basestation Extended Warranty 2 $1,641.09 $3,282.18 Annual Aqua-Metric Support 1 $15,450.00 $15,450.00 $63,213.63 Recurring Annual Fees: SaaS Software Hosting and Support - Year Three Annual Hosted RNI Software-as-a-Service, Water and Electric 1 $18,470.90 $18,470.90 Annual Sensus Analytics Enhanced, Water Only 1 $7,020.67 $7,020.67 Annual Sensus Analytics Enhanced, Electric Only 1 $10,530.37 $10,530.37 Annual Sensus Analytics Text Messaging Fee (Optional)1 $1,024.04 $1,024.04 Annual Consumer Portal Core (Minimum 1500 Users)1 $8,533.61 $8,533.61 Annual Consumer Portal (Each Additional User > 1500)$2.94 Annual Consumer Portal Unlimited Text Message Block for 1,500 Users (Optional)1 $236.31 $236.31 Annual M400 Basestation Extended Warranty 2 $1,690.32 $3,380.64 Annual Aqua-Metric Support 1 $15,913.50 $15,913.50 $65,110.04 Recurring Annual Fees: SaaS Software Hosting and Support - Year Four Annual Hosted RNI Software-as-a-Service, Water and Electric 1 $19,025.03 $19,025.03 Annual Sensus Analytics Enhanced, Water Only 1 $7,231.29 $7,231.29 Annual Sensus Analytics Enhanced, Electric Only 1 $10,846.28 $10,846.28 Annual Sensus Analytics Text Messaging Fee (Optional)1 $1,054.76 $1,054.76 Annual Consumer Portal Core (Minimum 1500 Users)1 $8,789.62 $8,789.62 Annual Consumer Portal (Each Additional User > 1500)$3.03 Annual Consumer Portal Unlimited Text Message Block for 1,500 Users (Optional)1 $243.40 $243.40 Annual M400 Basestation Extended Warranty 2 $1,741.03 $3,482.06 Annual Aqua-Metric Support 1 $16,390.91 $16,390.91 $67,063.35 Recurring Annual Fees: SaaS Software Hosting and Support - Year Five Annual Hosted RNI Software-as-a-Service, Water and Electric 1 $19,595.78 $19,595.78 Annual Sensus Analytics Enhanced, Water Only 1 $7,448.23 $7,448.23 Annual Sensus Analytics Enhanced, Electric Only 1 $11,171.67 $11,171.67 Annual Sensus Analytics Text Messaging Fee (Optional)1 $1,086.40 $1,086.40 Annual Consumer Portal Core (Minimum 1500 Users)1 $9,053.31 $9,053.31 Annual Consumer Portal (Each Additional User > 1500)$3.12 Annual Consumer Portal Unlimited Text Message Block for 1,500 Users (Optional)1 $250.70 $250.70 Annual M400 Basestation Extended Warranty 2 $1,793.26 $3,586.52 Annual Aqua-Metric Support 1 $16,882.64 $16,882.64 $69,075.25 This quote for the product and services named above is subject to the following terms: 1. All quotes are subject to the Aqua-Metric Terms of Sale. 2. Quote is valid for thirty days. 3. Freight allowed on single orders exceeding $10,000.00. 4. Net Thirty Days to Pay 5. Returned water product may be subject to a 25% restocking fee; Returned electric product is non-returnable due to its purchasing requirements. 6. Sales Tax and/or Freight charges are not included. 7. Minimum 5 year term for SaaS Model with Annual 3% price increase 8. Annual SaaS pricing based on 2,753 Electric Services and 3,474 Water Services Year Two Total: Year Three Total: Year Four Total: Year Five Total: Page 11 67 Item 7. CITY COUNCIL COMMUNICATION DATE: July 5, 2022 FROM: Ramie Hammonds, Development Service Director AGENDA ITEM: Consideration and possible action on a Final Plat of Lot 1, of Neibert Addition, being 4.581 acres, in the City of Sanger’s ETJ, and generally located on Sam Bass Rd, approximately 2557 feet south of FM 455. SUMMARY:  The applicant is proposing to create 1 lot of 4.581 acres, from 1 unplatted tract.  The lot currently has access from Sam Bass Rd and will have approximately 169 feet of frontage on the public ROW.  The applicant is dedicating 0.185 acres of right-of-way along Sam Bass Rd.  The property is located in the City of Sanger ETJ and therefore no zoning regulations apply.  The property meets City of Sanger Subdivision Regulations. FISCAL INFORMATION: Budgeted: N/A Amount: N/A GL Account: N/A RECOMMENDED MOTION OR ACTION: Staff recommends APPROVAL. ATTACHMENTS: Location Map Application Letter of Intent Final Plat 68 Item 8. 12 28 13 12 28 08 52 76 44163101 99 06 7 12 28 03 57 74 2 57 70 8 15 53 18 15 53 17 57 64 9 57 76 2 S A M B A S S R D 8011 SAMBASS RD 8131 SAMBASS RD 8079 SAMBASS RD 8155 SAMBASS RD /Project Name: Niebert AdditionMinor PlatProject: 22SANZO N-0033 0 200 400100 Fe et DISCLA IMER:This map wa s g en e ra te d by GI S da ta p ro vid edby the S a ng er GIS De pa rtme nt . Th e City o f Sanger do es n ot gu a ra n te e the c orrec tne ss oraccuracy o f a n y fe a tu re s o n th is ma p. Th ese ma pproducts are fo r illust ra tio n pu rpo se s o n ly an dare not suit ab le fo r site -s pe cific d e cision ma king .GIS dat a is su bje ct to co nst an t cha n ge s, an dmay not b e co mple te , a ccu rat e o r cu rren t.Date: 5/22 /2 02 2 4 :0 9:5 0 P MDoc Name : 2 2 SA NZON-0 03 3 _Ne ibe rt Ad d nCity L imi ts Exhi bi ts Sub je ctArea 69 Item 8. 70 Item 8. 71 Item 8. 72 Item 8. 73 Item 8. 74 Item 8. 75 Item 8. 76 Item 8. CITY COUNCIL COMMUNICATION DATE: July 5, 2022 FROM: Ramie Hammonds, Development Service Director AGENDA ITEM: Consideration and possible action on a Final Plat of Lot 1, Block A of Q Family Farm, being 9.618 acres, located partially in the City of Sanger’s ETJ, and generally located on Belz Rd, approximately 563 feet east of Sam Bass Rd. SUMMARY:  The applicant is proposing to create 1 lot of 9.618 acres, from 1 unplatted tract.  The lot currently has access from Belz Rd and will have approximately 416 feet of frontage on the public ROW.  The applicant is dedicating 0.382 acres of right-of-way along Belz Rd.  The property is located partially in the City of Sanger ETJ and therefore no zoning regulations apply.  The property meets City of Sanger Subdivision Regulations. FISCAL INFORMATION: Budgeted: N/A Amount: N/A GL Account: N/A RECOMMENDED MOTION OR ACTION: Staff recommends APPROVAL. ATTACHMENTS: Location Map Application Letter of Intent Final Plat 77 Item 9. 70 15 34 70 15 33 70 15 32 70 15 29 74 20 90 74 76 44 70 15 31 70 15 30 78 46 7 77 13 77 SAM BASS RD BELZ RD 6500 BELZ RD6576 BELZ RD 6486 BELZ RD 9814 SAMBASS RD 9844SAMBASS RD 9874 SAMBASS RD 9730 SAMBASS RD 6438 BELZ RD S a n g e r E T J B o u n d a r y L i n e /Project Name: 6438 Belz RdMinor Plat (Overlaps Sanger ETJ)Project: 22SANZO N-0034 0 250 500125 Fe et DISCLA IMER:This map wa s g en e ra te d by GI S da ta p ro vid edby the S a ng er GIS De pa rtme nt . Th e City o f Sanger do es n ot gu a ra n te e the c orrec tne ss oraccuracy o f a n y fe a tu re s o n th is ma p. Th ese ma pproducts are fo r illust ra tio n pu rpo se s o n ly an dare not suit ab le fo r site -s pe cific d e cision ma king .GIS dat a is su bje ct to co nst an t cha n ge s, an dmay not b e co mple te , a ccu rat e o r cu rren t.Date: 5/22 /2 02 2 4 :2 8:0 4 P MDoc Name : 2 2 SA NZON-0 03 4 _6 43 8 B elz Ro a dCity L imi ts Exhi bi ts Sub je ctArea 78 Item 9. 79 Item 9. 80 Item 9. BELZ ROAD 9.618 ACRES RR SPIKE FND ARTHUR & KELLY QUITANAR DOC. NO. 2021-28866 R.P.R.D.C.T. SPRAT T F A M I L Y P A R T N E R S H I P DOC. # 2 0 0 8 - 6 6 6 8 9 CALLE D 1 5 8 . 9 5 7 A C R E S R.P.R . D . C . T . A. LY N D E S U R V E Y A-731 P.O.B. S 89°32'13" E 416.53'PK NAIL FND SA M B A S S R O A D X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X A CAL L E D 1 0 . 0 0 A C R E S PAUL & P A M E L A R O H U S DOC. N O . 2 0 2 0 - 9 0 8 2 9 R.P.R . D . C . T . A CAL L E D 1 6 . 1 2 4 A C R E S KENNE T H B I S H O P DOC. N O . 2 0 2 1 - 1 2 9 9 8 5 R.P.R . D . C . T . PRIVA T E O W N E R S H I P LOT 3 , B L O C K A CORBI N E S T A T E S P.R.D . C . T . JUSTI N C . & E L I Z A B E T H S W A I M LOT 4 , B L O C K A CORBI N E S T A T E S DOC. N O . 2 0 1 7 - 9 7 1 2 1 R.P.R . D . C . T . PAMEL A D O O L I N LOT 5 , B L O C K A CORBI N E S T A T E S DOC. N O . 2 0 2 0 - 4 0 1 5 7 R.P.R . D . C . T . BRIAN K . & T R E S S A J . W A L D I N G LOT 6 , B L O C K A CORBI N E S T A T E S DOC. N O . 2 0 2 0 - 2 1 2 6 7 0 R.P.R . D . C . T . PK NAIL FOUND PK NAIL FOUND CIRFCIRF S 0 0 ° 2 4 ' 1 2 " W 1 0 4 5 . 5 7 ' N 89°35'48" W 416.53' N 0 0 ° 2 4 ' 1 2 " E 1 0 4 6 . 0 1 ' LOT 1 BLOCK A L1 L2 A CAL L E D 0 . 7 2 8 O F A N A C R E BRIAN K . & T R E S S J . W A L D I N G DOC. N O . 2 0 2 1 - 2 2 8 3 8 0 R.P.R . D . C . T . L3L4 BELZ ROAD 9.618 ACRES RR SPIKE FND ARTHUR & KELLY QUITANAR DOC. NO. 2021-28866 R.P.R.D.C.T. SPRAT T F A M I L Y P A R T N E R S H I P DOC. # 2 0 0 8 - 6 6 6 8 9 CALLE D 1 5 8 . 9 5 7 A C R E S R.P.R . D . C . T . A. L Y N D E S U R V E Y A-731 P.O.B. S 89°32'13" E 416.53'PK NAIL FND SA M B A S S R O A D X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X A CAL L E D 1 0 . 0 0 A C R E S PAUL & P A M E L A R O H U S DOC. N O . 2 0 2 0 - 9 0 8 2 9 R.P.R . D . C . T . A CAL L E D 1 6 . 1 2 4 A C R E S KENNE T H B I S H O P DOC. N O . 2 0 2 1 - 1 2 9 9 8 5 R.P.R . D . C . T . PRIVA T E O W N E R S H I P LOT 3 , B L O C K A CORBI N E S T A T E S P.R.D . C . T . JUSTI N C . & E L I Z A B E T H S W A I M LOT 4 , B L O C K A CORBI N E S T A T E S DOC. N O . 2 0 1 7 - 9 7 1 2 1 R.P.R . D . C . T . PAMEL A D O O L I N LOT 5 , B L O C K A CORBI N E S T A T E S DOC. N O . 2 0 2 0 - 4 0 1 5 7 R.P.R . D . C . T . BRIAN K . & T R E S S A J . W A L D I N G LOT 6 , B L O C K A CORBI N E S T A T E S DOC. N O . 2 0 2 0 - 2 1 2 6 7 0 R.P.R . D . C . T . PK NAIL FOUND PK NAIL FOUND CIRFCIRF S 0 0 ° 2 4 ' 1 2 " W 1 0 4 5 . 5 7 ' N 89°35'48" W 416.53' N 0 0 ° 2 4 ' 1 2 " E 1 0 4 6 . 0 1 ' LOT 1 BLOCK A L1 L2 A CAL L E D 0 . 7 2 8 O F A N A C R E BRIAN K . & T R E S S J . W A L D I N G DOC. N O . 2 0 2 1 - 2 2 8 3 8 0 R.P.R . D . C . T . L3L4 BELZ ROAD 9.618 ACRES RR SPIKE FND ARTHUR & KELLY QUITANAR DOC. NO. 2021-28866 R.P.R.D.C.T. SPRAT T F A M I L Y P A R T N E R S H I P DOC. # 2 0 0 8 - 6 6 6 8 9 CALLE D 1 5 8 . 9 5 7 A C R E S R.P.R . D . C . T . A. L Y N D E S U R V E Y A-731 P.O.B. S 89°32'13" E 416.53'PK NAIL FND SA M B A S S R O A D X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X A CAL L E D 1 0 . 0 0 A C R E S PAUL & P A M E L A R O H U S DOC. N O . 2 0 2 0 - 9 0 8 2 9 R.P.R . D . C . T . A CAL L E D 1 6 . 1 2 4 A C R E S KENNE T H B I S H O P DOC. N O . 2 0 2 1 - 1 2 9 9 8 5 R.P.R . D . C . T . PRIVA T E O W N E R S H I P LOT 3 , B L O C K A CORBI N E S T A T E S P.R.D . C . T . JUSTI N C . & E L I Z A B E T H S W A I M LOT 4 , B L O C K A CORBI N E S T A T E S DOC. N O . 2 0 1 7 - 9 7 1 2 1 R.P.R . D . C . T . PAMEL A D O O L I N LOT 5 , B L O C K A CORBI N E S T A T E S DOC. N O . 2 0 2 0 - 4 0 1 5 7 R.P.R . D . C . T . BRIAN K . & T R E S S A J . W A L D I N G LOT 6 , B L O C K A CORBI N E S T A T E S DOC. N O . 2 0 2 0 - 2 1 2 6 7 0 R.P.R . D . C . T . PK NAIL FOUND PK NAIL FOUND CIRFCIRF S 0 0 ° 2 4 ' 1 2 " W 1 0 4 5 . 5 7 ' N 89°35'48" W 416.53' N 0 0 ° 2 4 ' 1 2 " E 1 0 4 6 . 0 1 ' LOT 1 BLOCK A L1 L2 A CAL L E D 0 . 7 2 8 O F A N A C R E BRIAN K . & T R E S S J . W A L D I N G DOC. N O . 2 0 2 1 - 2 2 8 3 8 0 R.P.R . D . C . T . L3L4 BELZ ROAD 9.618 ACRES RR SPIKE FND ARTHUR & KELLY QUITANAR DOC. NO. 2021-28866 R.P.R.D.C.T. SPRAT T F A M I L Y P A R T N E R S H I P DOC. # 2 0 0 8 - 6 6 6 8 9 CALLE D 1 5 8 . 9 5 7 A C R E S R.P.R . D . C . T . A. L Y N D E S U R V E Y A-731 P.O.B. S 89°32'13" E 416.53'PK NAIL FND SA M B A S S R O A D X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X A CAL L E D 1 0 . 0 0 A C R E S PAUL & P A M E L A R O H U S DOC. N O . 2 0 2 0 - 9 0 8 2 9 R.P.R . D . C . T . A CAL L E D 1 6 . 1 2 4 A C R E S KENNE T H B I S H O P DOC. N O . 2 0 2 1 - 1 2 9 9 8 5 R.P.R . D . C . T . PRIVA T E O W N E R S H I P LOT 3 , B L O C K A CORBI N E S T A T E S P.R.D . C . T . JUSTI N C . & E L I Z A B E T H S W A I M LOT 4 , B L O C K A CORBI N E S T A T E S DOC. N O . 2 0 1 7 - 9 7 1 2 1 R.P.R . D . C . T . PAMEL A D O O L I N LOT 5 , B L O C K A CORBI N E S T A T E S DOC. N O . 2 0 2 0 - 4 0 1 5 7 R.P.R . D . C . T . BRIAN K . & T R E S S A J . W A L D I N G LOT 6 , B L O C K A CORBI N E S T A T E S DOC. N O . 2 0 2 0 - 2 1 2 6 7 0 R.P.R . D . C . T . PK NAIL FOUND PK NAIL FOUND CIRFCIRF S 0 0 ° 2 4 ' 1 2 " W 1 0 4 5 . 5 7 ' N 89°35'48" W 416.53' N 0 0 ° 2 4 ' 1 2 " E 1 0 4 6 . 0 1 ' LOT 1 BLOCK A L1 L2 A CAL L E D 0 . 7 2 8 O F A N A C R E BRIAN K . & T R E S S J . W A L D I N G DOC. N O . 2 0 2 1 - 2 2 8 3 8 0 R.P.R . D . C . T . L3L4 LEGEND = PROPERTY CORNER = BENCHMARK = TELEPHONE/UTILITY RISER = BURIED CABLE MARKER = TELEPHONE MANHOLE = POWER/UTILITY POLE = LIGHT POLE = GUY WIRE = ELECTRIC VAULT = ELECTRIC TRANSFORMER = WATER METER = WATER VALVE (TR/UR) (BCM) (TMH) (PP/UP) (LP) (GUY) (VLT) (TRAN) (WM) (WV) CIRF IRF CIRS MFCP WFCP ( ) POB R.O.W. = CAPPED IRON ROD FOUND = CAPPED IRON ROD SET = METAL FENCE CORNER POST = METAL FENCE CORNER POST = PLAT/DEED CALLS = POINT OF BEGINNING = RIGHT-OF-WAY = IRON ROD FOUND = ASPHALT SURFACE = CONCRETE SURFACE = GRAVEL SURFACE EASEMENT LINES = DEED/LOT LINES = WIRE FENCE LINES = ADJOINER LINES = XX OVERHEAD UTILITY = ASPHALT ROAD = OHU LINETYPE LEGEND PROPERTY LINE = GRAVEL ROAD = N 0'100'200' JOB NO. 1608.0015-7A-2 DATE: 06/09/2022 DRAWN BY: T.E.P. SCALE: 1" = 100' PAGE: 1 OF 1 FINAL PLAT Q FAMILY FARM LOT 1, BLOCK A (9.618 ACRES) (0.382 OF AN ACRE RIGHT OF WAY DEDICATION) 10.00 ACRES IN THE A. LYNDE SURVEY ABSTRACT NO. 731 DENTON COUNTY, TEXAS 111 N. DIXON ST. GAINESVILLE, TX 76240 PH. 940-665-9105 TBPLS FIRM NO. 10048000 OWNERS DEDICATION: WHEREAS ARTHUR QUINTANAR AND KELLY QUINTANAR ARE THE OWNERS OF ALL THAT CERTAIN TRACT OR PARCEL OF LAND SITUATED IN THE A. LYNDE SURVEY, ABSTRACT NO. 731, DENTON COUNTY, TEXAS, AND BEING ALL OF THAT CERTAIN CALLED 10.00 ACRE TRACT OF LAND DESCRIBED IN DEED TO ARTHUR AND KELLY QUINTANAR AS RECORDED IN DOCUMENT NUMBER 2021-28866, REAL PROPERTY RECORDS, DENTON COUNTY, TEXAS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF THE TRACT BEING DESCRIBED HEREIN, AT THE NORTHWEST CORNER OF SAID 10.00 ACRE TRACT, AT A PK NAIL FOUND FOR CORNER IN OR NEAR THE CENTER OF A ROAD UNDER APPARENT PUBLIC USE POSTED AS BELZ ROAD AND THE AT THE NORTHEAST CORNER OF CORBIN ESTATES, ACCORDING TO THE PLAT THEREOF RECORDED IN DOCUMENT #2017-119, PLAT RECORDS, DENTON COUNTY, TEXAS, FROM WHICH A RAILROAD SPIKE FOUND FOR THE NORTHWEST CORNER OF SAID CORBIN ESTATES BEARS NORTH 89 DEGREES 32 MINUTES 13 SECONDS WEST, A DISTANCE OF 558.52 FEET; THENCE SOUTH 89 DEGREES 32 MINUTES 13 SECONDS EAST, ALONG SAID BELZ ROAD AND WITH THE NORTH LINE OF SAID 10.00 ACRE TRACT OF LAND, A DISTANCE OF 416.53 FEET TO A PK NAIL FOUND FOR CORNER AT THE NORTHWEST CORNER OF A CALLED 10.00 ACRE TRACT OF LAND DESCRIBED IN THE DEED TO PAUL AND PAMELA ROHUS AS RECORDED IN DOCUMENT NUMBER 2020-90829 OF SAID REAL PROPERTY RECORDS, FROM WHICH A PK NAIL FOUND FOR REFERENCE BEARS SOUTH 89 DEGREES 32 MINUTES 13 SECONDS EAST, A DISTANCE OF 951.15 FEET; THENCE SOUTH 00 DEGREES 24 MINUTES 12 SECONDS WEST A DISTANCE OF 1045.57 FEET TO A CAPPED IRON ROD FOUND FOR CORNER AT THE SOUTHWEST CORNER OF SAID ROHUS 10.00 ACRE TRACT; THENCE NORTH 89 DEGREES 35 MINUTES 48 SECONDS WEST A DISTANCE OF 416.53 FEET TO A CAPPED IRON ROD FOUND FOR CORNER IN THE EAST LINE OF A CALLED 0.728 OF AN ACRE TRACT OF LAND DESCRIBED IN THE DEED TO BRIAN K. AND TRESSA J. WALDING AS RECORDED IN DOCUMENT NUMBER 2021-228380 OF SAID REAL PROPERTY RECORDS; THENCE NORTH 00 DEGREES 24 MINUTES 12 SECONDS EAST, WITH EAST LINE OF SAID CORBIN ESTATES A PART OF THE WAY, A DISTANCE OF 1046.01 FEET TO THE POINT OF BEGINNING AND CONTAINING 10.000 ACRES OF LAND, MORE OR LESS. T E XA S NOW THEREFORE, KNOW ALL MEN BY THESE PRESENTS: THAT WE, ARTHUR QUINTANAR AND KELLY QUINTANAR, ACTING HEREIN BY AND THROUGHT IT DULY AUTHORIZED OFFICER DO HEREBY ADOPT THIS PLAT DESIGNATING THE HEREINABOVE DESCRIBED PROPERTY AS LOT 1, BLOCK A, OF Q FAMILY FARM, AN ADDITION TO THE CITY OF SANGER, TEXAS, AND DOES HEREBY DEDICATE TO THE PUBLIC USE FOREVER BY FEE SIMLPE TITLE, FREE AND CLEAR OF ALL LIENS AND ENCUMBRANCES, ALL STREETS, THOUROUGHFARES, ALLEYSM, FIRE LANES, DRIVE AISLES, PARKS AND WATERCOURSES, AND TO THE PUBLIC USE FOREVER EASEMENTS FOR SIDEWALKS, STORM DRAINIAGE FACILITIES, UTILITIES, AND ANY OTHER PROPERTRY NESESSARY TO SERVE THE PLAT AND TO IMPLEMENT THE REQUIREMENTS OF THE SUBDIVISION REGULATIONS AND OTHER CITY CODES AND DO HEREBY BIND OURSELVES, OUR HEIRS, SUCCESSORS AND ASSIGNS TO WARRANT AND TO FOREVER DEFEND THE TITLE ON THE LAND SO DIDICATED. FURTHER, THE UNDERSIGNED COVENANTS AND AGREES THAT HE/SHE SHALL MAINTAIN ALL EASEMENTS AND FACILITIES IN A STATE OF GOOD REPAIR AND FUNCTIONAL CONDITION AT ALL TIMES IN ACCORDANCE WITH CITY CODES AND REGUALTINOS, NO BULDINGS, FENCES, TREES, SHRUBS, OR OTHER IMPROVEMENTS OR GROWTHS SHALL BE CONSTRUCTED OR PLACED UPON, OVER, OR ACROSS THE EASEMENTS AS SHOWN, EXCEPT THAT LANDSCAPE IMPROVEMENTS MAY BE INSTALLED, IF APPROVED BY THE CITY OF SANGER. THE CITY OF SANGER AND PUBLIC ENTITIES SHALL HAVE THE RIGHT ACCESS AND MAINTAIN ALL REPECRIVE EASEMENTS WITHOUT THE NESESSITY AT ANY TIME OF PROCURING PERMISSION FROM ANYONE. WITNESS MY HAND THIS _____ DAY OF _______________, 20_____ ________________________________, DATED:______________ ARTHUR QUINTANAR STATE OF TEXAS COUNTY OF DENTON BEFORE ME, THE UNDERSIGNED AUTHORITY, A NOTARY PUBLIC IN AND FOR SAID COUNTY AND STATE ON THIS DATE PERSONALLY APPEARED ARTHUR QUINTANAR, KNOWN TO ME TO BE THE PERSON WHOSE NAME IS SUBSCRIBED TO THE FOREGOING INSTRUMENT AND ACKNOWLEDGED TO ME THAT HE EXECUTED THE SAME OF THE PURPOSE AND CONSIDERATIONS THEREIN EXPRESSED. GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS _________________ DAY OF ________________. _________________________________ NOTARY PUBLIC, TEXAS ________________________________, DATED:______________ KELLY QUINTANAR STATE OF TEXAS COUNTY OF _______________ BEFORE ME, THE UNDERSIGNED AUTHORITY, A NOTARY PUBLIC IN AND FOR SAID COUNTY AND STATE ON THIS DATE PERSONALLY APPEARED KELLY QUINTANAR, KNOWN TO ME TO BE THE PERSON WHOSE NAME IS SUBSCRIBED TO THE FOREGOING INSTRUMENT AND ACKNOWLEDGED TO ME THAT HE EXECUTED THE SAME OF THE PURPOSE AND CONSIDERATIONS THEREIN EXPRESSED. GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS _________________ DAY OF ________________. _________________________________ NOTARY PUBLIC, TEXAS GENERAL NOTES 1.FLOOD STATEMENT: I HAVE EXAMINED THE F.E.M.A. FLOOD INSURANCE RATE MAP FOR THE CITY OF SANGER, DENTON COUNTY, TEXAS, COMMUNITY NUMBER 480774, EFFECTIVE DATE 4-18-11 AND THAT MAP INDICATES THAT THIS PROPERTY IS WITHIN "NON-SHADED ZONE X" DEFINED AS "AREAS DETERMINED TO BE OUTSIDE 0.2% ANNUAL CHANCE FLOODPLAIN" AS SHOWN IN PANEL 0065 G OF SAID MAP. THIS FLOOD STATEMENT DOES NOT IMPLY THAT THE PROPERTY AND/OR STRUCTURES THEREON WILL BE FREE FROM FLOODING OR FLOOD DAMAGE, ON RARE OCCASIONS, GREATER FLOODS CAN AND WILL OCCUR AND FLOOD HEIGHTS MAY BE INCREASED BY MAN-MADE OR NATURAL CAUSES. THIS FLOOD STATEMENT SHALL NOT CREATE LIABILITY ON THE PART OF THE SURVEYOR. 2.BEARING ARE BASED ON THE STATE PLANE COORDINATE SYSTEM, TEXAS NORTH CENTRAL ZONE (4202), NORTH AMERICAN DATUM OF 1983 (NAD 83) (COORDINATES SHOWN ARE GRID). 3.THIS PROPERTY IS WITHIN THE CITY OF SANGER ETJ. 4.WATER SERVICE TO BE PROVIDED BY PRIVATE FACILITIES AS APPROVED BY THE DENTON COUNTY PUBLIC HEALTH DEPARTMENT. 5.ELECTRIC SERVICE TO BE PROVIDED BY COSERV - (940) 321-7800 - 7701 SOUTH STEMMONS FWY, CORINTH, TEXAS, 76210. 6.SANITARY SEWER TO BE PROVIDED BY PRIVATE FACILITIES AS APPROVED BY THE DENTON COUNTY PUBLIC HEALTH DEPARTMENT. 7.THIS PROPERTY IS NOT LOCATED IN THE LAKE RAY ROBERTS PLANNING AND ZONING JURISDICTION. 8.ALL SURFACE DRAINAGE EASEMENTS SHALL BE KEPT FREE OF FENCES, BUILDINGS, FOUNDATION, PLANTINGS AND OTHER OBSTRUCTIONS TO THE OPERATIONS AND MAINTENANCE OF THE DRAINAGE FACILITY. 9.BLOCKING THE FLOW OF WATER OR CONSTRUCTING IMPROVEMENTS IN SURFACE DRAINAGE EASEMENTS, AND FILLING OR OBSTRUCTING THE FLOODWAY IS PROHIBITED. 10.THE EXISTING CREEKS OR DRAINAGE CHANNELS TRAVERSING ALONG OR ACROSS THE ADDITION WILL REMAIN AS OPEN CHANNELS AND WILL BE MAINTAINED BY THE INDIVIDUAL PROPERTY OWNERS OF THE LOT OR LOTS THAT ARE TRAVERSED BY OR ADJACENT TO THE DRAINAGE COURSES ALONG OR ACROSS THE LOTS. 11.THIS PROPERTY MAY BE SUBJECT TO CHANGES RELATED TO IMPACT FEES AND THE APPLICANT SHOULD CONTACT THE CITY REGARDING ANY APPLICABLE FEES DUE. 12.ALL COMMON AREAS, DRAINAGE EASEMENTS, AND DETENTION FACILITIES WILL BE OWNED AND MAINTAINED BY THE PROPERTY OWNERS. ANY COMMON AREA WITHIN THE CITY'S RIGHT-OF-WAY WILL REQUIRE A FACILITIES AGREEMENT, TO BE REVIEWED AND APPROVED BY THE CITY. 13.NOTICE - SELLING A PORTION OF THIS ADDITION BY METES AND BOUNDS IS A VIOLATION OF CITY ORDINANCE AND STATE LAW AND IS SUBJECT TO FINES AND WITHHOLDING OF UTILITIES AND BUILDING PERMITS. 14.THIS PLAT DOES NOT ALTER OR REMOVE EXISTING DEED RESTRICTIONS, IF ANY, ON THIS PROPERTY. 15.THE PURPOSE OF THIS PLAT IS TO CREATE A 1 LOT SUBDIVISION. 16.ALL PUBLIC IMPROVEMENTS AND DEDICATIONS SHALL BE FREE AND CLEAR OF ALL DEBT, LIENS, AND /OR ENCUMBRANCES . 17.ALL LOT CORNERS SET WITH 1/2 INCH REBAR WITH PLASTIC CAP LABELED RPLS #4857. 18.THE STREET IS DEDICATED FOR STREET PURPOSES. 19.THE EASEMENTS AND PUBLIC USE AREAS, AS SHOWN ARE DEDICATED FOR THE PUBLIC USE FOREVER FOR THE PURPOSES INDICATED ON THE PLAT. 20.NO BUILDING, FENCES , TREES, SHRUBS, OR OTHER IMPROVEMENTS OR GROWTH SHALL BE CONSTRUCTED OR PLACED UPON, OVER OR ACROSS THE EASEMENTS AS SHOWN, EXCEPT THAT LANDSCAPE IMPROVEMENTS MAY BE PLACED IN LANDSCAPE EASEMENTS EASEMENTS APPROVED BY THE CITY OF SANGER. 21.THE CITY OF SANGER IS NOT RESPONSIBLE FOR REPLACING ANY IMPROVEMENTS IN, UNDER, OR OVER ANY EASEMENTS CAUSED BY MAINTENANCE OR REPAIR. 22.UTILITY EASEMENTS MAY ALSO BE USED FOR THE MUTUAL USE AND ACCOMMODATION OF ALL PUBLIC UTILITIES DESIRING TO USE OR USING THE SAME UNLESS THE EASEMENTS LIMITS THE USE TO PARTICULAR UTILITIES, SAID USE BY THE PUBLIC UTILITIES BEING SUBORDINATE TO THE PUBLICS AND THE CITY OF SANGER'S USE THEREOF. 23.THE CITY OF SANGER AND THE PUBLIC UTILITIES SHALL HAVE THE RIGHT TO REMOVE AND KEEP REMOVED ALL OR PART OF ANY BUILDING, FENCES, TREES, SHRUBS, OR OTHER IMPROVEMENTS OR GROWTHS WHICH MAY IN ANY WAS ENDANGER OR INTERFERE WITH THE CONSTRUCTION, MAINTENANCE, OR EFFICIENCY OF THEIR RESPECTIVE SYSTEMS IN THE EASEMENTS. 24.THE CITY OF SANGER AND PUBLIC UTILITIES SHALL AT ALL TIMES HAVE THE FULL RIGHT OF INGRESS AND EGRESS TO OR FROM THEIR RESPECTIVE EASEMENTS FOR THE PURPOSE OF CONSTRUCTING, RECONSTRUCTING, INSPECTING, PATROLLING, MAINTAINING READING METERS AND ADDING TO OR REMOVING 25.ALL OR PARTS OF THEIR RESPECTIVE SYSTEMS WITHOUT THE NECESSITY AT ANY TIME PROCURING PERMISSION FROM ANYONE. 26.ALL MODIFICATIONS TO THIS DOCUMENT SHALL BE BY MEANS OF THE PLAT AND APPROVED BY THE CITY OF SANGER. 27.THIS PROPERTY MAY BE SUBJECT TO CHARGES RELATED TO IMPACT FEES AND APPLICANT SHOULD CONTACT THE CITY REGARDING ANY APPLICABLE FEES DUE. SURVEYORS CERTIFICATE STATE OF TEXAS § COUNTY OF DENTON § I HEREBY CERTIFY THAT THIS PLAT IS TRUE AND CORRECT AND WAS PREPARED FROM AN ACTUAL SURVEY ON THE GROUND UNDER MY SUPERVISION. _____________________________________________________ J.E.THOMPSON II R.P.L.S. TEXAS REGISTRATION NO. 4857 STATE OF TEXAS § COUNTY OF DENTON § BEFORE ME, THE UNDERSIGNED NOTARY IN AND FOR THE STATE OF TEXAS, ON THIS DAY PERSONALLY APPEARED J.E. THOMPSON II, KNOWN TO ME TO BE THE PERSON, WHOSE NAME IS SUBSCRIBED TO THE FORGOING INSTRUMENT AND ACKNOWLEDGE TO ME THAT HE EXECUTED THE SAME FOR THE PURPOSE AND CONSIDERATION THEREIN EXPRESSED AND IN THE CAPACITY THEREIN STATED. GIVEN UNDER MY HAND AND SEAL OF THE OFFICE THIS ____________ DAY OF __________________ 2022. ____________________________________ NOTARY PUBLIC IN THE STATE OF TEXAS. MY COMMISSION EXPIRES _______________________. VICINITY MAP (NOT TO SCALE) N SURVEYOR J.E. THOMPSON II ALL AMERICAN SURVEYING 111 N. DIXON ST. GAINESVILLE, TX 76240 PH. 940-665-9105 JT@ALLAMERICANSURVEYING.COM UTILITY PROVIDERS: ELECTRIC: COSERV 7701 S STEMMONS FWY CORINTH, TX 76210 (940) 321-7800 SITE APPROVED AND ACCEPTED ___________________________________________ DATE ________________ CHAIRMAN, PLANNING & ZONING COMMISSION CITY OF SANGER, TEXAS _______________________________________ DATE ____________________ MAYOR CITY OF SANGER, TEXAS ATTESTED BY ________________________________________ DATE ___________________ CITY SECRETARY CITY OF SANGER, TEXAS OWNER ARTHUR AND KELLY QUINATAR 6438 BELZ ROAD SANGER, TX, 76266 (940) 300-3886 PREPARATION DATE: 06-07-2022 81 Item 9. CITY COUNCIL COMMUNICATION DATE: July 05, 2022 FROM: Jim Bolz, Public Works Director AGENDA ITEM: Consideration and possible action on a contract with Reynolds Asphalt & Construction Co. to perform pavement resurfacing services in an amount not to exceed $287,063, and authorize the Mayor or City Manager to execute said contract; and, Ordinance # 07-16-22 amending the budget for the 2021-2022 fiscal year, and authorizing amended expenditures as provided. SUMMARY:  Staff would like to utilize the Interlocal Purchasing Agreement with the City of Grand Prairie to contract with Reynolds Asphalt and Construction Company for the reconstruction of several streets: o 3rd Street from Bolivar Street to Locust Street o 4th Street from Elm Street to Locust Street o 6th Street from Elm Street to Willow Street o 7th Street from Bolivar Street to Willow Street o Cherry Street from 7th Street to 5th Street o Locust Street from 7th Street to 5th Street  Amount not to exceed $287,063.00 FISCAL INFORMATION: Budgeted: YES Amount: $287,063.00 GL Account: 004-30-6527 Staff originally budgeted $270,000 in the Capital Projects Fund for the 2022 Street Reconstruction Project. Due to an increase in the cost of materials, the new estimate for the project is $287,063. RECOMMENDED MOTION OR ACTION: Staff recommends approval. ATTACHMENTS:  Map of Project Area  Contract - Reynolds Asphalt & Construction Co.  Ordinance # 07-16-22 82 Item 10. FY 2021 - 22 STREET REHABILITATION PROJECT 83 Item 10. CONTRACT FOR SERVICES OR GOODS BETWEEN THE CITY OF SANGER AND REYNOLDS ASPHALT & CONSTRUCTION CO. BY AND THROUGH THE ICA AGREEMENT WITH THE CITY OF GRAND PRAIRIE This Contract is made by and between the CITY OF SANGER, hereinafter referred to as “Sanger”, and REYNOLDS ASPHALT & CONSTRUCTION CO., hereinafter referred to as “Vendor”: WHEREAS, Sanger may contract with another government entity pursuant to the authority granted by the Texas Interlocal Cooperation Act which provided for cooperation between local governmental bodies; and WHEREAS, the City of Sanger and the City of Grand Prairie have entered into an agreement whereupon the City of Grand Prairie may purchase goods and services which have been selected through the competitive bidding process of the City of Grand Prairie - see Exhibit A; and WHEREAS, the City of Sanger desires to purchase pavement resurfacing services from Company by and through the qualified bid submitted to the City of Grand Prairie – see Exhibit B; and Now therefore, the term and conditions of the Contract are as follows: 1. Sanger shall purchase goods and services from Vendor who has been selected by the City of Grand Prairie through the competitive bidding process. 2. Sanger will place orders directly with Vendor and directly pay Vendor for the pavement resurfacing services. 3. All purchases from Vendor will be within the specifications that have been agreed to as described in Exhibit C and the qualified bid. 4. Company shall be responsible for compliance with all conditions of delivery, price, and quality of the purchased goods or services to Sanger. 5. Before this agreement may be executed Vendor must file a “Conflict of Interest Questionnaire” (FORM CIQ) which is available online at www.ethics.state.tx.us . The form contains mandatory disclosures regarding “employment or business relationships” with a municipal officer. Vendor may be asked to clarify various portions of the questionnaire. 6. Notice required to be given to Sanger under this contract shall be made at the following address. City Manager City of Sanger, Texas PO Box 1729 Sanger, Texas 76266 84 Item 10. 7. The City Manager shall be designated as the official representative to act for Sanger on all matters relating to this cooperative purchasing agreement. 8. The person signing on behalf of Vendor certifies that the signer has authority to bind the Vendor to this contract. Unless stated otherwise in Exhibit C or this Agreement shall take effect upon execution by the signatories and shall be in effect from date of execution until terminated by either party with thirty (30) written notice. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their authorized officers. CITY OF SANGER REYNOLDS ASPHALT & CONSTRUCTION CO. BY: BY: {City Manager/Mayor} Name Company DATE: DATE: ATTEST: City Secretary APPROVED AS TO FORM: City Attorney 85 Item 10. MASTER INTER)L,OCAT_, COOPERATIVE PURCHASING AGREEMENT BETWEEN THE CITY OF GRAND PRAIRIE AND CITY OF SANGER WHEREAS, Chapter 791 of the Texas Government Code, also known as the Interlocal Cooperation Act, and Chapter 271.102 of the Texas Local Government Code authorize all local governments to contract with each other to perform governmental functions or services including administrative functions normally associated with the operation of government such as purchasing of necessary equipment, supplies, and services; WHEREAS, The City of Grand Prairie and City of Sanger desire to enter into this Agreement for the purpose of fulfilling and implementing their respective public and governmental purposes, needs, objectives, programs, and services; WHEREAS, The City of Grand Prairie and City of Sanger represent that each are independently authorized to perform the functions or services contemplated by this Agreement; WHEREAS, it is deemed in the best interest of all participating governments that said governments do enter into a mutually satisfactory agreement for the purchase of necessary equipment, supplies, and services; WHEREAS, the participating goverrnnents are of the opinion that cooperation in the purchasing of equipment, supplies, services, and auctions will be beneficial to the taxpayers of the governments through the efficiencies and potential savings to be. realized; and WHEREAS, each party has sufficient resources to perform the functions contemplated by this Agreement; NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants and conditions contained herein, promise and agree as to each of the other as follows; 1. The City of Grand prairie and City of Sanger are authorized to participate in each other's current and/or future contracts for goods and services. Said contracts shall have been established in accordance with all appropriate procedures governing competitive bids and competitive proposals if required. 2. The City of Grand Prairie and City of Sanger agree that the ordering of goods and services is the responsibility of the local government seeking to obtain such goods and services under the established contract and that participating government shall deal directly with the vendor in obtaining the goods and services and payment therefore. The participating government shall be liable to the vendor only for goods and services ordered and received by it, and shall not, by the execution of this Agreement, assume any additional liability. Neither the City of Grand Cooperative Purchasing Agreement -- {City of Sanger} and the City of Grand Prairie - 1 - 86 Item 10. Prairie not City of Sanger warrant or is responsible for, the quality or delivery of goods or services from the vendor under contract. Should a dispute arise between a participating government and a vendor, the same shall be handled by and between that participating government and the vendor. Each government shall pay invoices directly to the providers of goods and services that are invoiced and delivered directly to each respective govermnent. 4. Participation of either government in any cooperative purchasing activity is strictly voluntary. Nothing in this Agreement shall prevent either governments from purchasing and/or accepting and awarding bids, proposals, and contracts subject to this Agreement on its own behalf. 5. Each goverrvnent shall ensure that all applicable laws and ordinances have been satisfied. b. Effective Date and Term. This Agreement shall be effective when signed by the last party who's signing makes the Agreement fully executed and will remain in full force and effect indefinitely. Any party may modify or terminate this Agreement as provided in Paragraph(s) 7 or 8. 7. Modification. The terms and conditions of this Agreement may be modified upon the mutual consent of all parties. Mutual consent will be demonstrated by approval of the governing body of each party hereto. No modification to this Agreement shall be effective and binding unless and until it is reduced to writing and signed by duly authorized representatives of all parties. S. Termination. This Agreement may be terminated at any time by the City of Grand Prairie or City of Sanger, with or without cause, upon thirty (30) days written notice to the other party in accordance with Paragraph 11 herein. 9. Bold Harmless, To the extent allowed by law, the City of Grand Prairie and City of Sanger agree to hold each other harmless from and against any and all claims, losses, damages, causes of action, suits, and liabilities of every kind, including all expenses of litigation, court costs and attorney's fees, for injury or death of any person, for damage to any property, or for any breach of contract, arising out of or in connection with the work done under this Agreement. 10. Invalidi . if any provision of this Agreement shall be held to be invalid, illegal, or unenforceable by a court or other tribunal of competent Cooperative Purchasing Agreement — {City of Sanger) and the City of Grand Prairie - 2 87 Item 10. jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties shall use their best efforts to replace the respective provision or provisions of this Agreement with legal terms and conditions approximating the original intent of the parties. 11. Written Notice. Unless otherwise specified, written notice shall be deemed to have been duly served if delivered in person, sent by email, by fax with successful send confirmation, or by certified mail to the last business address as listed herein. City of Grand Prairie: Purchasing Division Attn: Purchasing Manager City of Grand Prairie 326 W. Main St. Grand Prairie, TX 75050 972/237-8269 ph — 972/237-8265 fax purchasin fax (,gptx.org City of Sanger: Public Works Attn: Jim Berman City of Sanger P.O. Box 1729 Sanger Texas, 76266 940-458-7930 ph 940-458-4072 fax Jberinan@Sangeitexas.org 12, Entire A;gz•eement. It is understood that this Agreement contains the entire agreement between the parties and supersedes any and all prior agreements, arrangements, or understandings between the parties relating to the subject matter. No oral understandings, statements, promises, or inducements contrary to the terms of this Agreement exist. This Agreement cannot be changed or terminated orally. No verbal agreement or conversation with any officer, agent, or employee of any party before or after the execution of this Agreement shall affect or modify any of the terms or obligations hereunder. 13. Amendment. No Amendment to this Agreement shall be effective and binding unless and until it is reduced to writing and signed by duly authorized representatives of both parties. 14, _Texas Law. This Agreement has been made under and shall be governed by the laws of the State of Texas. 15. Place of Performance. Performance and all matters related thereto shall be in the County of the government originating the bid. This shall be Denton County, Texas, United States of A-merica for City of Sanger and Cooperative Purchasing Agreement-- {City of Sanger} and the City of Grand Prairie - 3 - 88 Item 10. shall be Dallas County, Texas, United States of America for the City of Grand Prairie. 16. Authority to Enter Contract. Each party has the full power and authority to enter into and perform this Agreement and the person signing this Agreement on behalf of each patty has been properly authorized and empowered to enter into this Agreement. The persons executing this Agreement hereby represent that they have authorization to sign on behalf of their respective Government. 17, Waiver. Failure of any party, at any time, to enforce a provision of this Agreement, shall in no way constitute a waiver of that provision, nor in any way affect the validity of this Agreement, any part hereof, or the right of either party thereafter to enforce each and every provision hereof. No term of this Agreement shall be deemed waived or breach excused unless the waiver shall be in writing and signed by the patty claimed to have waived. Furthermore, any consent to or waiver of a breach will not constitute consent to or waiver of or excuse of any other different or subsequent breach, 18. Agreement Read. The parties acknowledge that they understand and intend to be bound by the terms and conditions of this Agreement. 19, Multiple Originals, It is understood and agreed that this Agreement may be executed in a number of identical copies, each of which shall be deemed an original for all purposes. CITE.' OF GRAND PRAIRIE BY: Anna D , uty MI Manager DATE; February 20th, 2019 CITY OF SANGER BY:— Alina Ciocan, City Manager Date: ATTEST: ATTEST: y DiMaggio, City Secretary r Secretary iljrt111111041E1h`+` APPROVED AS TO NORM; PR VED AS 10 OR : w Megan Mahanoity A orney Robert Dillard, City Afteney Cooperative Purchasing Agreement -- (City of Sanger) and the City of Grand Prairie 4 •- 89 Item 10. 90 Item 10. 91 Item 10. 92 Item 10. 93 Item 10. 94 Item 10. 95 Item 10. 96 Item 10. 97 Item 10. 98 Item 10. 99 Item 10. 100 Item 10. 101 Item 10. 102 Item 10. 103 Item 10. 104 Item 10. 105 Item 10. 106 Item 10. 107 Item 10. 108 Item 10. 109 Item 10. 110 Item 10. 111 Item 10. 112 Item 10. 113 Item 10. 114 Item 10. 115 Item 10. 116 Item 10. 117 Item 10. 118 Item 10. 119 Item 10. 120 Item 10. 121 Item 10. 122 Item 10. 123 Item 10. 124 Item 10. 125 Item 10. 126 Item 10. 127 Item 10. 128 Item 10. 129 Item 10. 130 Item 10. 131 Item 10. 132 Item 10. 133 Item 10. Ordinance – Amending the FY 2021-2022 Budget - No. 4 Capital Projects Street Improvements Page 1 of 3 CITY OF SANGER, TEXAS ORDINANCE 07-16-22 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANGER, DENTON COUNTY, TEXAS, (BUDGET AMENDMENT 4) AMENDING ORDINANCE #09-19-21, WHICH WILL AMEND THE BUDGET FOR THE 2021-2022 FISCAL YEAR AND AUTHORIZING AMENDED EXPENDITURES AS PROVIDED; PROVIDING FOR THE REPEAL OF ALL ORDINANCES IN CONFLICT; PROVIDING A CUMULATIVE CLAUSE; PROVIDING FOR A SEVERABILITY CLAUSE; AND PROVIDING A SAVINGS CLAUSE; AND ESTABLISHING AN EFFECTIVE DATE. WHEREAS, the City of Sanger (the “City”) is a home rule municipality regulated by state law and Charter; and WHEREAS, the City Council approved Ordinance 09-19-21 adopting the budget for the 2021-2022 Fiscal Year on September 7, 2021; and WHEREAS, this amendment was prepared and presented to the City Council, and after consideration, it is the consensus of the City Council to amend the approved budget ordinance; and WHEREAS, the City Council finds that the passage of this Resolution is in the best interest of the citizens of Sanger. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SANGER, TEXAS: SECTION 1. That the annual budget for the 2021-2022 Fiscal Year is hereby amended to increase expenditures in the Capital Projects Fund by $17,063.00, as shown in Exhibit “A”. SECTION 2. Expenditures during the 2021-2022 Fiscal Year shall be made in accordance with the amended budget approved herein, unless otherwise authorized by a duly enacted ordinance of the City, and said budget document shall be on file for public inspection in the office of the City Secretary. SECTION 3. That all matters stated in the preamble are found to be true and correct and are incorporated herein as if copied in their entirety. SECTION 4. It is hereby declared to be the intention of the City Council that the sections, paragraphs, sentences, clauses, phrases and words of this Ordinance are severable and, if any word, phrase, clause, sentence, paragraph, or section of this Ordinance shall be declared unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality shall not affect any of the remaining portions of this Ordinance, since the same would have been enacted by the City Council without the incorporation in this Ordinance of any such unconstitutional word, phrase, clause, sentence, paragraph, or section. 134 Item 10. Ordinance – Amending the FY 2021-2022 Budget - No. 4 Capital Projects Street Improvements Page 2 of 3 SECTION 5. That this Ordinance shall be cumulative of all other City Ordinances and all other provisions of other Ordinances adopted by the City which are inconsistent with the terms or provisions of this Ordinance are hereby repealed. SECTION 6. This ordinance will take effect immediately from and after its passage and the publication of the caption, as the law and Charter in such case provides. PASSED AND APPROVED by the City Council of the City of Sanger, Texas, on this 5th day of July, 2022. APPROVED: ________________________________ ATTEST: Thomas E. Muir, Mayor ________________________________ APPROVED TO FORM: Kelly Edwards, City Secretary ________________________________ Hugh Coleman, City Attorney 135 Item 10. Ordinance – Amending the FY 2021-2022 Budget - No. 4 Capital Projects Street Improvements Page 3 of 3 Capital Projects Fund G/L Account Account Type Account Name Original Budget Revised Budget Adjustment 004-30-6527 Expenditure 2021-2022 Street Rehab Program $270,000 $287,063 $17,063 Increase expenditures for street improvements due to an increase in the cost of materials. EXHIBIT A Ordinance 07-16-22 136 Item 10. CITY COUNCIL COMMUNICATION DATE: July 5, 2022 FROM: Ramie Hammonds, Development Service Director AGENDA ITEM: Consideration and possible action on a Professional Services Reimbursement Agreement with Santerra Partners, LLC, and authorize the Mayor to execute said agreement. SUMMARY:  Santerra Partners, LLC, is proposing the creation of a Public Improvement District (PID) for approximately 705 acres owned or under contract by Santerra Partners, LLC.  This property is generally located from FM 455 on the north, McReynolds Rd on the south, Union Hill Rd on the east and Lane Ranch development on the west.  It will be a mixed use development including residential, multifamily, and commercial elements.  The agreement would allow for the reimbursement of funds expended by the City in review of the potential PID. FISCAL INFORMATION: Budgeted: N/A Amount: N/A GL Account: N/A RECOMMENDED MOTION OR ACTION: Staff recommends APPROVAL ATTACHMENTS: Professional Service Agreement 137 Item 11. PROFESSIONAL SERVICES REIMBURSEMENT AGREEMENT This Professional Services Reimbursement Agreement (this “Agreement”), effective as of the ___day of ____________, 2022 (the “Effective Date”), is made and entered into by and between The CITY OF SANGER, TEXAS (the “City”) and SANTERRA PARTNERS, LLC, a Texas Limited Liability Company (“Developer”), herein collectively referred to as (“Party” or “Parties”). WHEREAS, the Developer owns or has under contract approximately 705 (seven hundred five) acres of land (the “Developer Tract”) in the City that the Developer desires to develop, further described in Exhibit B hereto; and WHEREAS, the Parties have determined that the financing of a portion of the costs of the Public Improvements necessary for the development of the Property, can be achieved by means of Chapter 372, Texas Local Government Code, as amended, entitled the Public Improvement District Assessment Act (“PID Act”); and WHEREAS, the Developer desires to develop the Property and will cause a petition to be filed with the City for a Public Improvement Districts (“PID”) under the PID Act; and WHEREAS, the Parties hereto recognize that the City will continue to incur reasonable and necessary expenses through the entire PID review process until final completion of the development (“City Expenses”) including but not limited to: professional services, legal publications, notices, reproduction of materials, public hearing expenses, recording of documents, engineering fees, attorney fees, and special consultant fees; and WHEREAS, the Developer hereby agrees to pay for reasonable and necessary professional services provided by the consultants listed on Exhibit A and by additional consultants approved in writing by the Developer (collectively, the “City Consultants”). NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Payment for Professional Services. The Developer shall deposit with the City $50,000.00 (the “Initial Deposit”) for payment of City Expenses necessary to conduct the review and creation of the PID request within fifteen (15) days of Effective Date: (a) The City agrees to hold all Developer's contributions in a separate fund maintained by the City which may only be used for reasonable and necessary City Expenses related to the PID. (b) The City will pay City Expenses out of the amount deposited with the City and keep accounting of all charges for City Expenses incurred for the PID and any unused contributions shall be returned to the Developer within five (5) business days of the City's payment of the final invoice. (c) The City will submit copies of all monthly invoices to the Developer showing amounts paid for reasonable and necessary City Expenses for any City Consultant fees. If the Developer objects to any portion of an invoice, the City staff, the Developer, and the City Consultant shall attempt to resolve the dispute within a reasonable period of time; however, if the dispute cannot be timely resolved, the payment of the disputed amounts shall be resolved by the City Council of the City. 138 Item 11. (d) After any monthly City Consultant fees have been paid for reasonable and necessary City Expenses, the City Consultants shall not be paid for the same City Expenses through any additional invoices or through PID bond proceeds. (e) Notwithstanding anything to the contrary, City Expenses invoiced and due within thirty (30) days prior to the closing of PID bonds may be paid to City Consultants, at Developer's option, through PID bond proceeds upon the closing of PID bonds. (f) The Developer may be reimbursed for City Consultant fees paid in accordance with this Agreement and the PID Act. (g) Developer agrees that in the event the Initial Deposit for City Expenses balance falls below $5,000.00 and upon notice from the City, then Developer shall remit an additional amount of not less than $10,000.00 within ten (10) business days of receipt of such notice. (h) In the event the balance for City Expenses is exhausted, upon notice, Developer shall pay the balance owed in full within ten (10) days in addition to the remittance of the additional funds as provided above. (i) In the instance that deposits of additional funds are not timely made, the City has no obligation to incur any additional City Expenses in connection with the PID. 2. No Obligation to Establish PID. The Developer acknowledges that the City has no obligation to establish the PID or to issue any bonds or other indebtedness with respect thereto, and nothing contained within this Agreement shall create any such obligation. The Developer's obligation to pay the City Expenses shall exist and continue independent of whether the PID or bonds or other indebtedness are approved. This Agreement shall confer no vested rights or development rights on the Property or to the Developer. Further, this Agreement shall provide no assurances, promises, or covenants to approve any development in the Property. 3. Termination. This Agreement shall terminate upon the closing of the PID bonds for all phases of the development on the Property. 4. Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the transactions contemplated herein. 5. Amendment. This Agreement may only be amended, altered or revoked by written instrument executed by the Parties. 6. Successors and Assigns. Neither City nor Developer may assign or transfer their interest in the Agreement without prior written consent of the other Party. 7. Notice. Any notice and/or statement required and permitted to be delivered shall be deemed delivered by depositing same in the United States Mail, Certified, with Return Receipt Requested, postage prepaid, addressed to the appropriate party at the following addresses, or at such other addresses provided by the parties in writing: 139 Item 11. To the City: Attn: John Noblitt, City Manager City of Sanger, Texas 502 Elm Street Sanger, Texas 76266 To the Developer: Santerra Partners, LLC 161 W. 3rd Street, #110 Prosper, Texas 75078 With a copy to: Hugh Coleman, City Attorney City of Sanger, Texas 502 Elm Street Sanger, Texas 76266 Prabha Cinclair, Miklos Cinclair, PLLC, Attorney for the Developer 1755 Wittington Place, 3rd Floor Farmers Branch, Texas 75234 8. Interpretation. Regardless of the actual drafter of this Agreement, this Agreement shall, in the event of any dispute over its meaning or application, be interpreted fairly and reasonably and neither more strongly for or against either party. 9. Applicable Law. This Agreement is made and shall be construed in accordance with the laws of the State of Texas and venue shall lie in Denton County, Texas. 10. Severability. In the event any portion or provision of this Agreement is illegal, invalid, or unenforceable under present or future law, then and in that event, it is the intention of the parties hereto that the remainder of this Agreement shall not be affected thereby, and it is also the intention of the parties to this Agreement that in lieu of each clause or provision that is found to be illegal, invalid or unenforceable, a provision be added to this Agreement which is legal, valid and enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable. 11. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. EXECUTED the _________ day of ________________, 2022. Hugh Coleman, City Attorney _________________________ APPROVED AS TO FORM: Thomas E. Muir, Mayor _________________________ CITY OF SANGER, TEXAS 140 Item 11. 141 Item 11.