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7804-001 - DOE Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 PSA Fuel Certainty & Cold Weather Ops Analysis 7804-001 Not Applicable Christa Christian N/A N/A 22-185 Page 1 AGREEMENT BY AND BETWEEN CITY OF DENTON AND BLACK & VEATCH CORPORATION (FILE 7804-001) STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT is made and entered into as of the _____ day of __________, 20__, by and between the City of Denton, a Texas home-rule municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "OWNER" and BLACK & VEATCH CORPORATION a Delaware corporation, whose address is 11401 Lamar A venue, Overland Park, Kansas 66211, hereinafter called "CONSULTANT," acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I EMPLOYMENT OF CONSULTANT The OWNER hereby contracts with the CONSULTANT, as an independent contractor, and the CONSULTANT hereby agrees to perform the services herein in connection with the Project as stated in the sections to follow, with diligence and in accordance with the professional standards customarily obtained for such services in the State of Texas. ARTICLE II SCOPE OF SERVICES The CONSULTANT shall perform the following services ("Basic Services") in a professional manner: A. The CONSULTANT shall perform all those services as necessary and as described in the OWNER's response to RFQ 7804-001, "Denton Energy Center - Fuel Certainty and Cold Weather Operations " referred to as "the Project" (also known as the "Denton Energy Center"). These documents are attached hereto and made a part hereof as Exhibit A, as if written word for word herein. B. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits. DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 19TH JANUARY Page 2 ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER and mutually agreed upon, which are not included in the above-described Basic Services ("Additional Services"), are described as follows: A. During the course of the Project, as requested by OWNER, the CONSULTANT will be available to accompany OWNER's personnel when meeting with the Texas Commission on Environmental Quality, Texas Natural Resource Conservation Commission, U.S. Environmental Protection Agency, or other regulatory agencies. The CONSULTANT will assist OWNER's personnel on an as-needed basis in preparing compliance schedules, progress reports, and providing general technical support for the OWNER's compliance efforts. B. Assisting OWNER or contractor in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this Agreement. Such services, if any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside of and in addition to this Agreement. C. Sampling, testing, or analysis beyond that specifically included in Basic Services. D. Preparing copies of computer aided drafting (CAD) electronic data bases, drawings, or files for the OWNER's use in a future CAD system. E. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. F. Appearing before regulatory agencies or courts as an expert witness in any litigation with third parties or condemnation proceedings arising from the development or construction of the Project, including the preparation of engineering data and reports for assistance to the OWNER. G. Providing geotechnical investigations for the site, including soil borings, related analyses, and recommendations. ARTICLE IV PERIOD OF SERVICE This Agreement shall become effective upon execution of this Agreement by the OWNER and the CONSULTANT and upon issue of a notice to proceed by the OWNER, and shall remain in force for the period which may reasonably be required for the completion of the Project, but not to exceed four (4) years from the date of execution, including Additional Services, if any, and any required extensions approved by the OWNER. This Agreement may be sooner terminated in accordance with the provisions hereof. Time is of the essence DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 Page 3 for the schedule with regard to the inspection, testing and verification services provided during the construction phase of the Project. The CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the OWNER, acting through its Executive Manager- Power, Legislative & Regulatory Affairs. ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. "Subcontract Expense" is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services in the nature of those services required by OWNER as delineated in Exhibits A and B. 2. "Direct Non-Labor Expense" is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, the costs shown in Exhibit B which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, including reimbursement for direct non- labor expenses not to exceed $135,000.00. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through the Denton Municipal Electric Executive Manager - Power, Legislative & Regulatory Affairs or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the Executive Manager- Power, Legislative & Regulatory Affairs or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 Page 4 authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III "Additional Services," without obtaining prior written authorization from the OWNER. C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit B. Payments for additional services shall be due and payable upon submission by the CONSULTANT, and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. D. PAYMENT: If the OWNER fails to make payments due to the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT's undisputed statement thereof, prompt payment act interest as set forth in Chapter 2251 of the Texas Government Code shall be paid on the amounts due the CONSULTANT. In addition, the CONSULTANT may, after giving ten (10) days' written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges, provided, however, nothing herein shall require the OWNER to pay prompt payment act interest if the OWNER has a bona fide dispute with the CONSULTANT concerning the payment or if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, "Compensation." ARTICLE VI CHANGES OWNER, may order and/or require changes to the scope of work required by the Agreement by altering, adding to and/or deducting from the scope of work to be performed. In addition, the scope of work or time of performance may be changed by a change in the law; changed or unexpected site condition; an act or omission of OWNER or OWNER's suppliers or contractors; an error or change in OWNER-provided information; or an event of force majeure. If any changes occur under this clause that requires an increase in the CONSULTANT's scope of work that increases cost, time of performance or both, OWNER will require CONSULTANT to provide a change order proposal with a not to exceed amount for the additional work being requested. Should the Parties be unable to negotiate a change order for additional work, CONSULTANT agrees that it will perform the additional work in accordance with the rates in Exhibit 8 and the Parties shall attempt to resolve the matter at a later time. OWNER will then have the opportunity to review the change order proposal and negotiate a final change order price for the additional work. OWNER may at any time reduce the CONSULTANT's work through a deductive change order without cost to the OWNER. DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 Page 5 ARTICLE VII OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work performed by the engine supplier and EPC Contractor for the Project as set forth in Exhibit A. ARTICLE VIII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER when CONSULTANT has been compensated for services rendered. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER's use of these documents in other projects shall be at OWNER's sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. Rights to intellectual property developed, utilized, or modified in the performance of the services shall remain the property of CONSULTANT. CONSULTANT hereby grants to OWNER an irrevocable (except in the event of a breach of this license), nonexclusive, royalty-free license to utilize CONSULTANT's proprietary property provided to OWNER as part of the services to the extent necessary for the construction, operation, maintenance, repair, or alteration of the facilities; provided that OWNER shall not use, or distribute to others, any CONSULTANT statement or opinion for the purposes of a prospectus, other investment memorandum or financing decision, except with CONSULTANT's prior written consent, which shall not be unreasonably withheld. OWNER shall not acquire any rights to any of CONSULTANT's, its subcontractors' or vendors' proprietary computer software that may be used in connection with the services except as may be separately agreed. ARTICLE IX INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. OWNER will respect CONSULTANTS's autonomy and will not attempt to control, direct, or supervise individual CONSULTANT, employees (or its agents) activities in any manner except regarding the exigent matters of safety. OWNER will direct CONSULTANT activities through communication with CONSULTANT's management. Without OWNER's prior written consent, CONSULTANT shall have no authority to bind OWNER in any manner whatsoever. CONSULTANT, its employees, DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 Page 6 CONSULTANT's agents, and their employees shall not be considered employees of OWNER in any way, or for any purpose. ARTICLE X INDEMNIFICATION IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904, THE CONSULTANT SHALL INDEMNIFY OR HOLD HARMLESS THE OWNER AGAINST LIABILITY FOR ANY DAMAGE COMMITTED BY THE CONSULTANT OR CONSULTANT’S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE CONSULTANT EXERCISES CONTROL TO THE EXTENT THAT THE DAMAGE IS CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER. OWNER IS ENTITLED TO RECOVER ITS REASONABLE ATTORNEY’S FEES IN PROPORTION TO THE CONSULTANT’S LIABILITY. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE XI CONSTRUCTION RELATED SERVICES A. "Pre-existing Contamination" is any hazardous or toxic substance, material, or condition present at the job site that was not brought onto such site by CONSULTANT. Notwithstanding anything in this Agreement to the contrary, title to, ownership of, and legal responsibility and liability for Pre-existing Contamination shall at all times remain with OWNER. B. CONSULTANT shall not have control or charge of and shall not be responsible for construction means, methods, techniques, sequences, or procedures of construction; or for the safety or environmental precautions and programs in connection with the work performed by OWNER's contractors, vendors or suppliers. ARTICLE XII INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 Page 7 a rating with Best Rate Carriers of at least an A- or above: A. Comprehensive General Liability Insurance with bodily injury limits of $1,000,000 for each occurrence and $1,000,000 in the aggregate, and with property damage limits of $100,000 for each occurrence and $100,000 in the aggregate. B. Automobile Liability Insurance with bodily injury limits of $500,000 for each person and $500,000 for each accident, and with property damage limits of$1 00,000 for each accident. C. Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident. D. Professional Liability Insurance with limits of $1,000,000 annual aggregate. E. The CONSULTANT shall furnish insurance certificates at the OWNER's request to evidence such coverages. The General Liability and Auto Liability insurance policies shall name the OWNER as an additional insured. CONSULTANT shall endeavor to provide OWNER with any cancellation or modification to its insurance policies. The builders-all risk or other property insurance shall respond to damage to the Project or Owner's property, and CONSULTANT shall be included as an additional insured on such policy. ARTICLE XIII DISPUTES The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation utilizing the American Arbitration Association Rules of Mediation for the Construction Industry. No mediation arising out of or relating to this Agreement may proceed without the agreement of both parties to submit the dispute to mediation. The location for the mediation shall be the City of Denton, Denton County, Texas. Should the Parties be unable to resolve the matter through mediation, the Parties agree that any litigation shall be commenced in the state or federal court having jurisdiction in or near Denton County, Texas as set forth in ARTICLE XXIV. ARTICLE XIV TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days' advance written notice to the other party. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 Page 8 termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than thirty (30) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V, "Compensation." Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall tum over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XV RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. CONSULTANT warrants that it will perform the services in accordance with the standards of care and diligence normally practiced by recognized engineering firms in performing services of a similar nature in existence at the time of performance of the services. If, during the one year period following completion of the services ("Warranty Period"), it is shown there is an error in the services caused solely by CONSULTANT's failure to meet such standards and OWNER has notified CONSULTANT in writing of any such error within that period, CONSULTANT shall re- perform, at no additional cost to OWNER, such services within the original scope of services as may be necessary to remedy such error. CONSULTANT shall have no liability for defects in the services attributable to CONSULTANT's reasonable reliance on reports, data, design criteria, drawings, specifications, or other information that was either (i) obtained by the OWNER prior to the date of this Agreement, or (ii) in existence prior to the date of this Agreement. Since CONSULTANT has no control over the cost of labor, materials, or equipment furnished by others, or over the resources provided by others to meet construction schedules, CONSULTANT's opinion of probable costs and of construction schedules shall be made on the basis of experience and qualifications as a professional engineer. DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 Page 9 CONSULTANT does not guarantee that proposals, bids, or actual construction costs will not vary from CONSULTANT's cost estimates or that actual schedules will not vary from CONSULTANT's projected schedules. The obligations and representations contained in this Article XV are CONSULTANT's sole warranty and guarantee obligations and OWNER's exclusive remedy in respect of quality of the services. EXCEPT AS PROVIDED IN THIS ARTICLE, CONSULTANT MAKES NO OTHER WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, RELATING TO CONSULTANT'S SERVICES AND CONSULTANT DISCLAIMS ANY IMPLIED WARRANTIES OR WARRANTIES IMPOSED BY LAW INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ARTICLE XVI NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days' : To CONSULTANT: To OWNER: Black & Veatch Corporation Attn: Legal Department 11401 Lamar Avenue Overland Park, Kansas 66211 City of Denton Purchasing Manager – File 7804-001 901B Texas Street Denton, Texas 76201 DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 Page 10 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days' mailing. ARTICLE XVII ENTIRE AGREEMENT This Agreement, consisting of fifteen (15) pages and two (2) exhibits, constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XVIII SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XIX COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended. ARTICLE XX DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 3/8/2017Page 3 ARTICLE XXI PERSONNEL/SUBCONSULTANTS A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. R All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. C. In those instances deemed necessary by the OWNER, the CONSULTANT, its employees and/or its subconsultants shall be required to submit to background checks. D. CONSULTANT may engage any subconsultant or subconsultants necessary to complete its work under this Agreement. CONSULTANT shall provide the names of those subconsultants to OWNER and OWNER will have a right to accept or reject the subconsultant. Nothing contained in this Agreement shall create any contractual relationship between a subconsultant and OWNER. Should OWNER become dissatisfied for any reason with any of CONSULTANT's personnel or any of its subconsultants on any project on which CONSULTANT is providing work under this Agreement, CONSULTANT agrees that it will remove the personnel or subconsultant at the written request of the OWNER. CONSULTANT shall utilize, to the extent possible, local labor resources. ARTICLE XXII ASSIGNABILITY The CONSULTANT shall not assign any of its scope of work under in this Agreement, and shall not transfer any of its scope of work under this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. Should the CONSULTANT assign any part of the monies due under this Agreement, CONSULTANT is required to provide written notice of the same to OWNER. Any assignment of monies due under this Agreement shall not change any of the terms or conditions of this Agreement to include but not limited to the terms and conditions for payment under this Agreement. DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 3/8/2017Page 3 The Parties agree that each are hereby bound and the officers, directors, members, partners, successors, assigns, employees, representatives, executors, and administrators of the Parties are hereby bound to the other party to this Agreement and to the officers, directors, members, partners, successors, assigns, employees, representatives, executors, and administrators of such other party, in respect to all covenants, terms, conditions and obligations of this Agreement. ARTICLE XXIII MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XXIV MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: Exhibit A: CONSULTANT's proposal, schedule and rates B. The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONSULTANT shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the CONSULTANT shall also require all subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available at CONSULTANT's offices in Kansas City upon written request. The purpose of any audit shall be only for verification of such direct costs and CONSULTANT shall not be required to keep records of or provide access to those of its costs expressed as fixed rates, a lump sum, or of costs which are expressed in terms of percentages of other costs. The cost of the audit will be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 3/8/2017Page 3 CONSULTANT which must be payable within five (5) business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER'S sole discretion, grounds for termination thereof. C. Venue of any suit or cause of action under this Agreement shall lie exclusively in a state or federal court with jurisdiction in or near Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. D. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be those persons described in Exhibit A. However, nothing herein shall limit CONSULTANT from using other qualified and competent members of its firm to perform the services required herein provided, however, they meet the requirements of RFQ 7804-001 E. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. F. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. G. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. H. The parties shall, consistent with applicable law, treat this Agreement and any information related to this Agreement and the Project, in a Confidential Manner. The term "Confidential Manner" means the exercise of reasonable care that is at least the same degree of care that a Party regularly employs to safeguard its own confidential information from an unauthorized use or disclosure; but the defense of the confidentiality of any information subject to this section in any judicial or administrative process shall be solely the responsibility of the Party claiming harm from the disclosure of the information. ARTICLE XXV DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 3/8/2017Page 3 LIMITATIONS A. Neither party shall be liable to the other party for loss of profits or revenue; loss of use; loss of opportunity; loss of goodwill; cost of substitute facilities, goods or services; cost of capital; cost of replacement power; governmental and regulatory sanctions; and claims of customers for such damages; or, any special, consequential, incidental, indirect or exemplary damages. Property damage and bodily injury are not considered to be special, consequential, incidental, indirect or exemplary damages. B. To the fullest extent permitted by law, and notwithstanding any other provision of this Agreement, the total liability, in the aggregate, of CONSULTANT and CONSULTANT's officers, directors, members, partners, agents, employees, and consultants, to OWNER and anyone claiming by, through, or under OWNER for any and all claims, losses, costs, or damages whatsoever arising out of, resulting from, or in any way related to the Project or the Agreement from any cause or causes, including but not limited to the negligence, professional errors or omissions, strict liability, breach of contract, indemnity obligations, or warranty express or implied of CONSULTANT or CONSULTANT's officers, directors, members, partners, agents, employees, or consultants, shall not exceed the total compensation received by CONSULTANT under this Agreement, or $5,000,000, whichever sum is greater. ARTICLE XXVI FORCE MAJEURE "Force Majeure" shall mean any event or circumstance to the extent beyond the control of, and not the result of the negligence of, or caused by, the Party seeking to have its performance obligation excused thereby, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to overcome, including but not limited to (but only to the extent that the following examples satisfy all of the foregoing elements of this definition): A. Acts of God, such as droughts, floods, earthquakes; B. War (declared or undeclared), riots, insurrection, rebellion, acts of the public enemy, acts of terrorism and sabotage, blockades, and embargoes; and C. Industry-wide, regional or general (i.e., not directed specifically at or by the Party claim Force Majeure) strikes, lockouts or other labor disputes. Notwithstanding the foregoing, Force Majeure shall not include (A) weather conditions reasonably to be expected for the climate in the geographic area of the Facility and any other location where the Work is to be, (B) any delay, default or failure (direct or indirect) in the performance of the Work by any Subcontractor or any other delay, default or DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 3/8/2017Page 3 failure (financial or otherwise) attributable to a Subcontractor unless such delay, default or failure results from any act, event or condition which would, with respect to such Subcontractor, constitute an event of Force Majeure, (C) failure to timely apply for Permits, (D) breakage or malfunction of equipment (except to the extent that such failure was caused by an event that would otherwise qualify as a Force Majeure), or (E) a Party's financial inability to perform under this Agreement. Notwithstanding any terms herein to the contrary, neither Party shall be responsible or liable for any delay or failure in its performance under this Agreement, nor shall any delay, failure, or other occurrence or event become an event of default, to the extent such delay, failure, occurrence or event is substantially caused by conditions or events of Force Majeure; provided, that: A. The non-performing Party gives the other Party notice within the four (4) days after the date on which the non-performing Party becomes aware of the impact of an event at Force Majeure on the affected Party and documentary evidence with respect to such event of Force Majeure promptly but in no event later than twenty-eight (28) days after such initial notice; B . T h e suspension of performance is of no greater scope and of no longer duration than is required by the Force Majeure; C. The non-performing Party proceeds with reasonable diligence to use all reasonable efforts to mitigate the effects of the Force Majeure and to remedy its inability to perform and provides weekly progress reports to the other Party describing actions taken to end the Force Majeure; D. When the non-performing Party is able to resume performance of its obligations under this Agreement, that Party shall give the other Party written notice to that effect; and E. The affected Party shall continue to perform its other obligations hereunder not affected by such Force Majeure. DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 3/8/2017Page 3 ARTICLE XXVII Prohibition On Contracts With Companies Boycotting Israel Consultant acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Consultant certifies that Consultant’s signature provides written verification to the City that Consultant: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVIII Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Consultant certifies that Consultant’s signature provides written verification to the City that Consultant, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXIX SUSPENSION, DELAY, OR INTERRUPTION TO WORK The OWNER may suspend, delay, or interrupt the services of the CONSULTANT for the convenience of the OWNER. In the event of such suspension, delay, or interruption, an equitable adjustment in the PROJECT's schedule, commitment and cost of the CONSULTANT's personnel and subcontractors, and CONSULTANT's compensation will be made. ARTICLE XXX DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 3/8/2017Page 3 OBSERVE AND COMPLY CONSULTANT shall at all times observe and comply with all federal and State laws and regulations and with all OWNER ordinances and regulations which in any way affect this AGREEMENT and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. CONSULTANT AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS OWNER AND ALL OF ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL CLAIMS OR LIABILITY ARISING OUT OF THE VIOLATION OF ANY SUCH ORDER, LAW, ORDINANCE, OR REGULATION, WHETHER IT BE BY ITSELF OR ITS EMPLOYEES. ARTICLE XXXI IMMIGRATION NATIONALITY ACT CONSULTANT shall verify the identity and employment eligibility of its employees who perform work under this AGREEMENT, including completing the Employment Eligibility Verification Form (I-9). Upon request by OWNER, CONSULTANT shall provide OWNER with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this AGREEMENT. CONSULTANT shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any CONSULTANT employee who is not legally eligible to perform such services. CONSULTANT SHALL INDEMNIFY OWNER AND HOLD OWNER HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONSULTANT, CONSULTANT’S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. OWNER, upon written notice to CONSULTANT, shall have the right to immediately terminate this AGREEMENT for violations of this provision by CONSULTANT. DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 3/8/2017Page 3 ARTICLE XXXII CERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Consultant will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The OWNER must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. ARTICLE XXXIII PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Consultant shall complete and submit the City’s Conflict of Interest Questionnaire. DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 3/8/2017Page 3 IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this ___________________. BY: CITY OF DENTON, TEXAS BY: CONSULTANT City Manager Date:__________________ BLACK & VEATCH CORPORATION Name_____________________________ Title______________________________ Date:____________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _________________________ Signature _________________________ Title _________________________ Department Date Signed: ______________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY By: ______________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER ATTEST: ROSA RIOS, CITY SECRETARY By:_________________________ DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 202 Tim McClellan Sr. Attorney 1/7/2022 2-838246 Roosevelt Huggins Vice President 1/12/2022 DME General Manager 1/12/2022 Electric 01/19/2022 1/19/2022 3/8/2017Page 3 DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 EXHIBIT A CONSULTANT'S PROPOSAL, SCHEDULE & RATES PROPOSAL FOR DECEMBER 20, 2021 Fuel Certainty and Cold Weather Operations PROPRIETARY AND CONFIDENTIAL DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 Black & Veatch Corporation 4400 Post Oak Parkway, Suite 1200, Houston, TX 77027 P +1 713-590-2274 | E HugginsR@bv.com December 20, 2021 Terry Naulty Black & Veatch Prospect No. 127963 Assistant General Manager, Denton Municipal Electric 1659 Spencer Rd. Denton, TX 76205 Subject: Black & Veatch Proposal for Fuel Certainty and Cold Weather Operations Dear Terry: Black & Veatch is pleased to submit this proposal to the City of Denton to provide support for the Fuel Certainty and Cold Weather Operations project. We understand you are seeking assessment of potential LNG storage on site, the costs of connecting to nearby ATMOS gas pipeline, and a survey of the facility to identify improved freeze protection measures to ensure more reliable cold weather operations. Black & Veatch has extensive expertise in LNG, natural gas supply, and cold weather/freeze protection. We will provide accurate insight regarding the efficacy, cost and schedule of these options to the City of Denton so the appropriate course of action can be recommended to ensure reliable operations during future extreme weather events. • We have a wealth of experience in the design of LNG liquefication, storage and re-gasification systems ranging in size from small-scale vehicle fuel or peak shaving applications, to large-scale LNG terminals. • Black & Veatch has modeled the North American energy markets and infrastructure (named Energy Market Perspective) and will apply this model to comprehensively assess the addition of gas supply capacity to the Denton Energy Center. • We are highly experienced in designing power generating facilities in cold climates. Recent extreme weather in Texas has driven the need to reassess the cold design ambient conditions to ensure reliability and operability during critical periods. Black & Veatch has assisted numerous utilities to assess plant modifications to meet these new specifications. We appreciate the opportunity to demonstrate our capabilities and we look forward to working together with the City of Denton on this important project. If you have any questions or require any additional information, please contact Project Manager Steven Baker (Tel: 713-275-2843, email: BakerSA@bv.com) or me (Tel: 713-590-2274, email: HugginsR@bv.com). Very truly yours, BLACK & VEATCH CORPORATION Roosevelt Huggins Vice President & Client Account Executive DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 BV.COM BLACK & VEATCH | TABLE OF CONTENTS i Table of Contents 1.0 PROJECT APPROACH ................................................................................................. 1 1.1 Kickoff Meeting ......................................................................................................................... 1 1.2 Task 1: LNG Storage Feasibility and Cost Analysis ..................................................................... 1 1.3 Task 2: North Texas/Barnett Shale Gas Supply Market Assessment ......................................... 2 1.4 Task 3: Evaluation of Alternative Gas Supply Transportation Options ...................................... 2 1.5 Task 4: Winterization Analysis .................................................................................................. 2 1.6 Task 5: NPV Analysis ................................................................................................................. 4 1.7 Report ....................................................................................................................................... 4 1.8 Assumptions and Clarifications ................................................................................................. 4 2.0 PROJECT SCHEDULE ................................................................................................... 5 3.0 PROJECT TEAM .......................................................................................................... 6 3.1 Project Organization ................................................................................................................. 6 3.2 Key Team Professionals’ Experience Summaries ...................................................................... 6 3.3 Supporting Technical Expertise ................................................................................................. 7 4.0 COMMERCIAL TERMS ................................................................................................ 9 4.1 Contract Terms & Conditions ................................................................................................... 9 4.2 Pricing ....................................................................................................................................... 9 4.3 Schedule of Rates ..................................................................................................................... 9 APPENDIX A. 2022 BILLING RATES AND EXPENSE SCHEDULE ........................................ 10 DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 BV.COM BLACK & VEATCH | PROJECT APPROACH 1 1.0 Project Approach The following describes the methodology that Black & Veatch will use to complete the project scope. 1.1 KICKOFF MEETING Black & Veatch will host a web conference to introduce key team members, review scope of work and schedule, discuss the City of Denton’s goals and objectives, and finalize the design basis and project approach. This meeting is a great opportunity for team members to become further acquainted, align expectations, and ask questions about the project and execution approach for critical alignment that impacts remaining project Tasks. We will issue a suggested meeting agenda prior to the meeting for the City of Denton to consider and update. After the meeting, we will issue a data request. Requested information will include financial assumptions for the NPV analysis, data on the existing facility, and incident investigation reports. 1.2 TASK 1: LNG STORAGE FEASIBILITY AND COST ANALYSIS The unique characteristics and potential hazards of LNG make siting analysis paramount for a feasibility assessment. The available plot space for equipment is just one facet to analyze, while the existing facilities and nature of the adjacent properties must be considered to ensure the potential hazards of LNG remain under control. The technology selections for storage and vaporization and location of spill containment areas must be integrated to ensure compliance with NFPA 59A and other typical industry practices and have a major influence on cost. Black & Veatch has performed siting studies for LNG systems many times and will provide the City of Denton with site-specific recommendations to achieve the safety requirements while optimizing cost and operability. This analysis also incorporates our experience as a construction provider to ensure safe and efficient project execution considering laydown and access as well as on-going maintainability of the equipment. Black & Veatch understands the importance of making the most informed decisions at each stage of a project. The predicted cost is one of the major decision points when determining the feasibility of the project. Black & Veatch will utilize the following general approach to develop the study level Class V estimate for the Denton Energy Center’s LNG backup: • Develop the initial estimate based on in-house historical pricing data, modified to project-specific capacity, scope and location. • An Equipment List and Preliminary Layout will be the main reference documents to build the estimate. The technical characteristics and specifications will be utilized to derive the applicable adjustments in the estimating tool to align with the project’s design requirements. • LNG Storage Tank(s) and Vaporization types will be compared against the available area for the facility. Potential hazards and code-compliant spacing to the power plant and adjacent properties will be considered to determine the allowable secondary containment and heat exchanger footprint which will inform the applicable type of technology employed. DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 BV.COM BLACK & VEATCH | PROJECT APPROACH 2 The cost estimate and corresponding schedule will be representative of the scope that will be included in an engineering, procurement, and construction (EPC) contract for building the LNG infrastructure, including cost for storage, vaporization, unloading facilities, and balance of plant equipment, as well as construction and project management costs. Major equipment cost estimates will be based on Black & Veatch’s historical database, prior studies, and recent vendor quotations. Supporting infrastructure, controls and other equipment will be estimated based on a percentage of equipment cost or such costs determined from prior studies. Our summary report will provide the Equipment List, Preliminary Layout, and AACE Class V (±50%) cost estimate. 1.3 TASK 2: NORTH TEXAS/BARNETT SHALE GAS SUPPLY MARKET ASSESSMENT Black & Veatch will review the regional supply and demand market fundamentals to understand how Tropical Storm Uri impacted gas production in the Barnett Shales, and other regional supplies that feed into the Enterprise pipeline and the Sherman Extension. Black & Veatch will rely upon its Energy Market Perspective (EMP) to understand regional trends and provide an assessment on the future production outlook for Barnett Shale and the availability of gas supplies on the Enterprise system. Based on our EMP, Black & Veatch will summarize any regional gas pipeline development trends over the 25-year analysis period, and the impact of Waha to Gulf Coast pipeline flows on the Enterprise system. Incremental pipeline capacity growth from the Permian to the Gulf Coast will also have an impact on North to South pipeline flows from North Texas. 1.4 TASK 3: EVALUATION OF ALTERNATIVE GAS SUPPLY TRANSPORTATION OPTIONS Black & Veatch will evaluate gas supply transportation options identified by the City of Denton. Our team will evaluate where the proposed Enterprise compressor station upgrade will provide enough supplies to the power plant and identify any potential gas pipeline alternatives like Atmos Pipeline. Black & Veatch will provide an estimate of potential costs to other identified gas pipeline alternatives and the ability to provide firm gas supplies during peak winter periods. Black & Veatch will rely upon our EMP for regional gas prices/basis to understand the potential upstream supply costs and delivered costs to the power plant. Black & Veatch will develop a 25-year gas price/basis projection to evaluate the different gas supply transportation options to firm up peak winter gas supplies. 1.5 TASK 4: WINTERIZATION ANALYSIS Site Visit A team of two Black & Veatch professionals will travel to the site to discuss in detail the Freeze Protection / Winterization areas of concern. The site visit will last up to 2 days at the facility. Black & Veatch engineers will complete a detailed walk-down of the locations identified. The engineers will also review and document any other areas within the plant not identified but presenting potential freezing problems. DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 BV.COM BLACK & VEATCH | PROJECT APPROACH 3 The walk-down will inspect and document each of the following at all locations identified as potential freezing problems: • Document the existing condition of insulation and freeze protection. • Confirm the existing insulation type and thickness and the operability of any existing heat tracing. • Conceptually determine the need for individual or grouped enclosures to protect exposed instrumentation and small equipment. • Identify and evaluate other equipment or piping not on the list but vulnerable to freezing temperatures, like indoor piping near large open doors or exposed instrument lines and drains. • Identify hazardous area designations or other site conditions that could impact the type or temperature of heat tracing to be used. • Photograph each item/area identified to be addressed on the survey report. A brief meeting will be conducted at the end of each day to summarize the progress of the day and discuss any unanticipated findings. Winterization Option Analysis Before analyzing various options to improve reliability and plant responsiveness, Black & Veatch will first revisit the ambient design assumptions for the facility. We will review and confirm a design low temperature and concurrent wind conditions from historical records or other recognized source on which to base freeze protection design. In addition, Black & Veatch will identify which modification options could be implemented by the winter of 2021/2022. Based on the confirmed design assumptions, Black & Veatch will investigate the following improvement options: • Utilize a winter blend water-glycol mixture in addition to the summer or current water-glycol blend. • Enhance the capability to drain the coolant expeditiously when extremely cold weather is anticipated. • Add heat to the coolant to allow continued operations during extreme cold weather events while maintaining the current water-glycol blend. • Complete an evaluation of the insulation required for each location identified and, where inadequate, determine the additional insulation required and the extent of the area where it is required. Design would be based on standard Black & Veatch standards and guides for thermal insulation. • Recommend instrument enclosures where required to protect exposed instruments or groups of instruments. • Recommend building enclosures where large areas of equipment/instrumentation should be enclosed for protection. • Confer with site personnel to determine the type and complexity of controls for the freeze protection system and the need for interface, if any, with existing plant DCS and controls. Cost Estimate For each winterization option developed as a result of the analysis above, Black & Veatch will develop a high level (AACE Class V ±50%) capital cost estimate based on in-house data. DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 BV.COM BLACK & VEATCH | PROJECT APPROACH 4 1.6 TASK 5: NPV ANALYSIS Black & Veatch will develop a high level NPV model to summarize the capital and O&M costs of each plant modification option described above. Our team will examine the projected annual transportation and fuel costs of each pipeline option and compare it to the costs of the LNG facility on a 25-year NPV basis. The Microsoft Excel model will contain the CapEx and OpEx projections developed by Black & Veatch for each option, and allow for different inputs on discount rates, upstream commodity prices, and various cost escalation factors. Black & Veatch will provide a detailed Microsoft Excel Workbook with input sheets for various cost assumptions, and high-level summary NPV chart comparing various plant winterization and fuel supply options. 1.7 REPORT Black & Veatch will prepare a draft report with executive summary, body, and summary of findings for City of Denton’s review. The report body will generally follow the outline of tasks described above. The report will clearly describe study methodology, execution approach, alternatives considered, decisions made, and findings. You will have an opportunity to review the draft report and provide consolidated comments for our review and incorporation. A final report will then be issued for City of Denton’s records. 1.8 ASSUMPTIONS AND CLARIFICATIONS • Weekly conference calls will be conducted throughout this project to coordinate site activities and overall progress. • Capital cost estimate accuracy range is budgetary and in accordance with AACE Class V (±50%) DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 BV.COM BLACK & VEATCH | PROJECT SCHEDULE 5 2.0 Project Schedule Black & Veatch proposes to perform the scope of work outlined in this proposal according to the schedule provided below. This schedule will be discussed in detail during the project kick-off meeting to confirm these dates and understand other critical deadlines for the project. TASK COMPLETION DATE Kickoff Meeting Week of Jan 10 Task 1: LNG Storage Feasibility And Cost Analysis Feb 25, 2022 Task 2: North Texas/Barnett Shale Gas Supply Market Assessment Feb 25, 2022 Task 3: Evaluation Of Alternative Gas Supply Transportation Options Feb 25, 2022 Task 4: Winterization Analysis Feb 25, 2022 Task 5: NPV Analysis Of Plant Winterization Options And Firm Fuel Supply Options Mar 11, 2022 Draft Report Mar 15, 2022 Final Report 1 Week After Draft Comments Received DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 BV.COM BLACK & VEATCH | PROJECT TEAM 6 3.0 Project Team 3.1 PROJECT ORGANIZATION The following project personnel will provide key contributions to the overall success of this project. We have selected this team in part because of their experience performing similar services for projects of similar capacity. This direct experience will enhance the contributions of our project team and create additional value for the City of Denton. The Project Manager and his project team are held accountable to provide consistent, meaningful project execution through the use of proven tools and methods, thus providing a high degree of confidence for successful project completion. Evaluation guides, computer programs, guide specifications and standardized procedures have been established to ensure consistency, completeness and quality of work across all Black & Veatch projects, regardless of project location or project execution office. This is further supported by internal quality control and assurance requirements of Black & Veatch's quality assurance program. 3.2 KEY TEAM PROFESSIONALS’ EXPERIENCE SUMMARIES The following capability summaries for members of our project team outline how their current capabilities and previous experience will be an asset to this project. These professionals are committed to the successful completion of this assignment and will be a key factor to meeting your goals and objectives. PROJECT DIRECTOR, TOM SHRADER Thomas J. Shrader is a Senior Project Manager and Project Director within Black & Veatch's power business. Tom has more than 40 years of experience in this industry with Black & Veatch. He is primarily responsible for management of electrical power generating facilities design, procurement and construction operations for new build as well as retrofit projects. For the last several years he has been involved with natural gas fired combustion turbine and coal fired generating stations by way of retrofit projects. PROJECT MANAGER, STEVEN BAKER Steven A. Baker is a Project Manager within Black & Veatch’s Power business in San Antonio, Texas. He manages engineering services projects related to all facets of existing plant betterment and retrofit. Recent projects include leading a team of multi-discipline engineers to perform power generating facilities conceptual and detailed design, specification development, equipment and construction procurement, project cost estimating, contract administration, and construction support. Steven is dedicated to providing project solutions that aid Black & Veatch’s clients in meeting their goals. DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 BV.COM BLACK & VEATCH | PROJECT TEAM 7 LNG TECHNOLOGY CONSULTANT, JUSTIN ELLRICH Justin Ellrich is a Principal Process Engineer within Black & Veatch's Oil & Gas business and serves as LNG Systems Leader, lending technical expertise and project guidance across the department and company. He is experienced in designing both grassroots and revamp facilities for cryogenic processing, as well as incorporating project estimates and schedule into detailed economic models. Justin has experience with floating liquefaction and modularization of LNG plants, as well as evaluations of gas conditioning and contaminant removal technologies. He also has experience collaborating with plant operations and guiding clients through startup. Justin has served as Lead Process Engineer for numerous large-scale LNG export FEEDs, culminating in more than $6 billion in EPC contracts. He holds two patents, has authored multiple articles, and has presented at Gastech and World Gas Conference regarding LNG technology and project execution. PRINCIPAL CONSULTANT, DENNY YEUNG Denny Yeung is a principal consultant at Black & Veatch with expertise in natural gas fundamental market analysis, asset valuation and financial analysis. He has led numerous engagements in market assessments of natural gas markets and due diligence review of midstream assets. As the interstate pipeline market lead, he has led the detailed modeling of fundamentals factors in the North America natural gas market and assessing the impact on price and basis on proposed natural gas infrastructure. He has accumulated extensive knowledge on market fundamentals, strategy development and natural gas infrastructure optimization in his experience with Black & Veatch. 3.3 SUPPORTING TECHNICAL EXPERTISE Black & Veatch assigns dedicated project execution teams to individual projects based on specific staffing needs. Each execution team will have engineers and technicians dedicated to each project and will also call upon technical experts for specific areas of expertise. The listing below provides a breakdown of Black & Veatch’s major specialty groups. Our ability to discuss any aspect of power generation, no matter how broad or how detailed, will allow us to meet every project objective and mitigate any potential technical challenge before it becomes a significant risk to the project. Black & Veatch Key Support Groups DISCIPLINE / EXPERTISE WORK DESCRIPTION Thermal Performance & Technologies Specializes in turbines, both steam and combustion type, and other equipment associated with turbine cycles. For steam turbines, this group develops heat balances and defines thermal performance parameters; writes technical specifications; reviews vendor’s quotations; and reviews vendor submittals. Permitting Specializes in obtaining the various federal, state, and local permits and approvals that are required to construct and operate all types of industrial plants, including power generating stations and their ancillary facilities. DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 BV.COM BLACK & VEATCH | PROJECT TEAM 8 DISCIPLINE / EXPERTISE WORK DESCRIPTION Equipment Specializes in the various equipment used in Power projects (turbines, pumps, compressors, pressure vessels, heat exchangers, etc.). Develops equipment specifications, monitors equipment vendor performance, and performs equipment-related studies and assessments. Materials Application Specializes in welding, welding procedures, materials applications, and coatings. Fire Protection Specializes in fire protection systems and code requirements for all power plant fire protection systems. Ability to perform life safety analysis. Heat Rejection Analysis of heat rejection systems with emphasis on cycle heat rejection. Determines optimum configurations for circulating water, condenser, and cooling tower configurations. Perform water hammer analysis. Site Group Specializes in the design of site facilities, including site grading, drainage, underground utilities, etc. Auxiliary Power Contains specialists in transformers and other auxiliary power components Instruments and Control Specializes in instruments and instrument settings. Schematics and Control Specializes in plant control systems, including logic development, and schematic and wiring diagram development. DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 BV.COM BLACK & VEATCH | COMMERCIAL TERMS 9 4.0 Commercial Terms 4.1 CONTRACT TERMS & CONDITIONS Black & Veatch proposes to perform the scope of work outlined in this proposal in accordance with the terms and conditions of the Professional Services Agreement between the City of Denton and Black & Veatch Corporation dated March 21, 2017 (File 6230). Black & Veatch’s proposal is valid for 60 days from the submittal date. This proposal is tendered with the understanding that the impacts of the Coronavirus of the pandemic are changing daily. We are currently executing under a business continuity plan that is continuing to develop with this evolving situation. As we cannot estimate the potential impacts as of the date of this bid, we respectfully reserve the right to amend the proposal, as needed, based on further impacts from this Coronavirus pandemic. If impacts arise, we will discuss them with you prior to making any changes to our proposal, including execution plan, cost or schedule, and we will work collaboratively with you to develop the most effective path forward, given the constraints. 4.2 PRICING Black & Veatch will provide the services defined in this proposal on a Time and Material (T&M) basis for an estimated price of $135,000. This amount will not be exceeded without prior authorization from the City of Denton. The breakdown of the estimated price is as follows: TASK PRICE Task 1: LNG Storage Feasibility And Cost Analysis $25,500 Task 2: North Texas/Barnett Shale Gas Supply Market Assessment $19,100 Task 3: Evaluation Of Alternative Gas Supply Transportation Options $15,000 Task 4: Winterization Analysis $29,000 Task 5: NPV Analysis Of Plant Winterization Options And Firm Fuel Supply Options $23,000 Meetings, Expenses, Administration, and Report $23,400 4.3 SCHEDULE OF RATES We have provided a copy of Black & Veatch’s 2022 Billing Rates and Expense Schedule in Appendix A. DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 BV.COM BLACK & VEATCH | APPENDIX A 10 Appendix A. 2022 Billing Rates and Expense Schedule DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 ADO -- Administrative Services 01 $44.97 02 $53.57 03 $57.39 04 $70.66 05 $81.37 06 $93.64 07 $108.25 ARC -- Architecture 01 $77.57 02 $85.77 03 $98.42 04 $117.62 05 $148.72 06 $168.15 07 $194.70 CNS -- Construction Services 01 $89.38 02 $98.12 03 $109.51 04 $122.70 05 $139.49 06 $164.38 07 $186.00 08 $205.19 09 $226.06 10 $261.53 11 $289.78 12 $365.45 ENG -- Engineering 127 $99.12 128 $108.22 129 $123.09 130 $135.52 131 $162.82 132 $192.70 133 $226.89 134 $246.82 135 $254.43 136 $265.28 ENS -- Engineering Specialist 127 $83.96 128 $96.75 129 $106.74 130 $131.67 131 $143.46 132 $170.80 133 $203.29 134 $240.91 ENT -- Engineering Technician 125 $67.89 126 $74.04 127 $82.86 128 $95.41 129 $105.97 130 $125.12 131 $149.39 132 $178.88 133 $216.59 134 $214.06 Calendar Year 2022 HOURLY BILLING RATES (see Client Billings and Notes) Salary Plan/Description/Grade/Hourly Billing Rate ($USD) CONFIDENTIAL Note 2 Black & Veatch Billing Rates and Expense Schedule for Home Office Consulting Engineering Services Engineering design, analysis, and management. Includes departmental and project assignments including engineering department management. Technical designers and drafters. Construction service functions, including construction management, construction support, resident engineering, and project review. Professionals who provide expertise and project support for engineering and other types of projects. Architectural design, analysis, and management of the architectural function. Office support including clerical and secretarial. Page 1 12/17/2021 2022 Home Office Rates - File:13.25 Copyright Black & Veatch 2021. All Rights Reserved. City of Denton DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 Calendar Year 2022 HOURLY BILLING RATES (see Client Billings and Notes) Salary Plan/Description/Grade/Hourly Billing Rate ($USD) CONFIDENTIAL Note 2 Black & Veatch Billing Rates and Expense Schedule for Home Office Consulting Engineering Services EST -- Estimating 01 $100.37 02 $105.09 03 $112.26 04 $125.47 05 $154.77 06 $189.03 07 $233.94 08 $320.20 09 $293.46 FIN -- Finance 01 $62.27 02 $68.56 03 $78.67 04 $95.49 05 $114.92 06 $149.69 07 $165.87 08 $195.59 PCR -- Procurement 01 $70.99 02 $89.40 03 $104.05 04 $121.38 05 $139.67 06 $178.66 07 $197.88 08 $253.29 09 $275.93 PJC -- Project Controls 01 $90.61 02 $101.06 03 $117.58 04 $138.46 05 $168.40 06 $186.00 07 $234.60 08 $283.60 09 $292.38 PMT -- Project Management 01 $201.77 02 $224.68 03 $247.13 04 $258.23 05 $284.32 06 $294.48 07 $319.41 08 $371.65 SPC -- Specialized Staff 01 $71.98 02 $93.91 03 $101.21 04 $117.06 05 $126.76 06 $168.68 07 $199.32 08 $218.85 09 $278.05 CST - Consulting 01 $206.00 02 $268.00 03 $320.00 04 $371.00 05 $392.00 06 $407.00 07 $418.00 Professionals who provide strategic consulting services with respect to planning, management, market assessment, and other specialty consulting services. Project accounting, financial reporting, planning & analysis, accounting operations, and tax. Professionals who assess the cost related to projects to assist with the preparation of proposals. Specialist staff who provide quality analysis/quality control, business analysis and related services. Project managers and project directors. Professionals who track the cost associated with a project and perform planning and scheduling functions related to projects. Professionals who secure and administer the purchase of goods, commodities, and services. Page 2 12/17/2021 2022 Home Office Rates - File:13.25 Copyright Black & Veatch 2021. All Rights Reserved. City of Denton DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 Calendar Year 2022 HOURLY BILLING RATES (see Client Billings and Notes) Salary Plan/Description/Grade/Hourly Billing Rate ($USD) CONFIDENTIAL Note 2 Black & Veatch Billing Rates and Expense Schedule for Home Office Consulting Engineering Services 6. Overtime applies only to non-exempt personnel as defined by the US Federal Wage and Hour Law. Overtime will be billed as actual hours charged to this project by Black & Veatch personnel in accordance with the rate sheet plus 50%. 2. This Rate Sheet contains information that may be privileged, confidential and exempt from disclosure under applicable law. Any unauthorized disclosure, copying, or distribution of this document or any of its contents is prohibited. 4. Cost of 3rd party services and for non-customary office costs such as production printing will be billed at actual cost plus 10%. 5. Field assignments of longer than 60 days will be billed as actual hours charged to this project by Black & Veatch personnel in accordance with the rate sheet plus uplift as determined by current field services policy. Expenses for field assignments can be per diem, actual expenses, or a combination of both as specific to the assignment. 2. Typical and customary home office expenses, including computer related expenses (network server charges, PC usage charges, software and design application charges, printing, plotting, and server storage), reprographic services, document production, fax, telephone, postage/courier, etc. will be billed at a rate of $9.00 per hour of direct billed labor. 3. Expenses for travel and lodging will be billed at actual cost. These expenses include cost such as air-fare, personal mileage, lodging, meals, motor vehicles rental, telephone, special rental equipment, etc. 1. Billing rates are subject to annual adjustment on each January 1. 7. Any other professionals not specifically identified above will be placed in the most appropriate category above based on function and experience. Client Billings: Client shall pay to Engineer for the performance of the Services the sum of the following amounts unless the compensation is otherwise stated in the specific task assignment. 1. Labor cost will be billed as actual hours charged to this project by Black & Veatch personnel and in accordance with the rates above. Notes: Page 3 12/17/2021 2022 Home Office Rates - File:13.25 Copyright Black & Veatch 2021. All Rights Reserved. City of Denton DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 BV.COM BLACK & VEATCH | APPENDIX A 11 © Black & Veatch Corporation, 2021. All Rights Reserved. The Black & Veatch name and logo are registered trademarks of Black & Veatch Holding Company bv.com DocuSign Envelope ID: F62BEA34-DA2C-4DF9-AE35-AC8BD9AA1B90 Certificate Of Completion Envelope Id: F62BEA34DA2C4DF9AE35AC8BD9AA1B90 Status: Completed Subject: Please DocuSign: City Council Contract 7804-001 Fuel Certainty & Cold Weather Ops Analysis Source Envelope: Document Pages: 38 Signatures: 6 Envelope Originator: Certificate Pages: 6 Initials: 1 Christa Christian AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Christa.Christian@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 12/27/2021 11:43:58 AM Holder: Christa Christian Christa.Christian@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christa Christian christa.christian@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 12/27/2021 3:01:34 PM Viewed: 12/27/2021 3:01:50 PM Signed: 12/27/2021 3:02:32 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 12/27/2021 3:02:34 PM Viewed: 12/27/2021 4:23:41 PM Signed: 12/27/2021 4:24:05 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Catherine Clifton, Interim City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 12/27/2021 4:24:07 PM Viewed: 12/27/2021 4:26:32 PM Signed: 12/27/2021 4:28:29 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Tim McClellan McClellanTJ@bv.com Sr. Attorney Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 68.171.25.109 Sent: 1/7/2022 12:20:02 PM Viewed: 1/7/2022 1:58:30 PM Signed: 1/7/2022 2:29:07 PM Electronic Record and Signature Disclosure: Accepted: 1/7/2022 1:58:30 PM ID: 1059146f-ddee-4849-bc56-86498f68db72 Signer Events Signature Timestamp Roosevelt Huggins HugginsR@bv.com Vice President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 107.146.30.239 Sent: 12/27/2021 4:28:31 PM Resent: 1/4/2022 6:47:22 AM Resent: 1/7/2022 2:29:10 PM Viewed: 1/7/2022 2:36:20 PM Signed: 1/12/2022 10:46:50 AM Electronic Record and Signature Disclosure: Accepted: 1/7/2022 2:36:20 PM ID: f184ecdf-e00f-4cde-8316-6d99ac4e405a Antonio Puente, Jr. Antonio.Puente@cityofdenton.com DME General Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 1/12/2022 10:46:53 AM Viewed: 1/12/2022 1:24:34 PM Signed: 1/12/2022 1:26:29 PM Electronic Record and Signature Disclosure: Accepted: 1/12/2022 1:24:34 PM ID: 5e08ee71-1250-41b6-95e8-a4dcdb236197 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 1/12/2022 10:46:53 AM Viewed: 1/19/2022 11:19:28 AM Signed: 1/19/2022 11:20:04 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com Interim City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 1/19/2022 11:20:09 AM Viewed: 1/19/2022 11:20:39 AM Signed: 1/19/2022 11:20:45 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 1/19/2022 11:20:50 AM Viewed: 1/19/2022 11:48:48 AM Signed: 1/19/2022 11:57:19 AM Electronic Record and Signature Disclosure: Accepted: 1/19/2022 11:48:48 AM ID: 9d82fccf-8fa9-4ffa-98e1-075f8c9d2d8e In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 12/27/2021 3:02:34 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 1/19/2022 11:20:07 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 1/19/2022 11:57:22 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cody Tenorio Cody.tenorio@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 1/19/2022 11:57:23 AM Electronic Record and Signature Disclosure: Accepted: 9/21/2021 10:35:36 AM ID: a23aeec4-285d-46fb-b43d-7beb17c54377 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 12/27/2021 3:01:34 PM Certified Delivered Security Checked 1/19/2022 11:48:48 AM Signing Complete Security Checked 1/19/2022 11:57:19 AM Completed Security Checked 1/19/2022 11:57:23 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Tim McClellan, Roosevelt Huggins, Antonio Puente, Jr., Rosa Rios, Cody Tenorio How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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