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7483 - Formal Amendment 1 Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 9027E257-513A-4EE9-BA67-50679584E7D7 Christa Christian Transmission Line Construction, Amendment 1 - NTE Increase Yes 7483RFP FEBRUARY 23, 2025 JULY 19, 2022 22-1373 1 THE STATE OF TEXAS § § COUNTY OF DENTON § FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND JRD, LLC DBA MASLONKA POWERLINE SERVICES, LLC, 7483 THIS FIRST AMENDMENT TO CONTRACT 7483 (this “Amendment”) by and between the City of Denton, Texas (“City”) and JRD, LLC dba Maslonka Powerline Services, LLC. (“Contractor”) to that certain contract executed on February 23, 2021, in the original not-to-exceed amount of $15,880,000 (the “Agreement”); for services related to transmission line emergency services. WHEREAS, the City deems it necessary to further expand the services provided by Contractor to the City pursuant to the terms of the Agreement, and to provide an additional not-to-exceed amount $3,776,000 with this First Amendment for an aggregate not-to- exceed amount of $19,656,000; and WHEREAS, this amendment incorporates any previously executed documents between the parties including but not limited to pricing adjustments. WHEREAS, the City deems it necessary to further expand the goods/services provided by Contractor to the City; and WHEREAS, the original not-to-exceed amount may not be increased by more than 25.0% as provided in Texas Local Government Code Sec. 252.048; and NOW THEREFORE, the City and Contractor (hereafter collectively referred to as the “Parties”), in consideration of their mutual promises and covenants, as well as for other good and valuable considerations, do hereby AGREE to the following First Amendment, which amends the following terms and conditions of the said Agreement, to wit: 1. This Amendment modifies the Agreement amount to provide an additional $3,776,000 for additional services and materials to be provided in accordance with the terms of the Agreement with a revised aggregate not-to-exceed total of $19,656,000. 2. The additional services described in Exhibit “A” of this Amendment, attached hereto and incorporated herein for all purposes, for professional services related to Emergency Services to Transmission Line Poles, are hereby authorized to be performed by supplier. For and in consideration of the additional services to be performed by Supplier, the City agrees to pay, based on the cost estimate detail attached as Exhibit “A” to this Amendment, attached hereto and incorporated herein for all purposes. DocuSign Envelope ID: 9027E257-513A-4EE9-BA67-50679584E7D7 2 The Parties hereto agree, that except as specifically provided for by this Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in the Agreement remain in full force and effect. IN WITNESS WHEREOF, the City and the Contractor, have each executed this Amendment, by and through their respective duly authorized representatives and officers on this date_______________________________________. “CONTRACTOR” JRD, LLC dba Maslonka Powerline Services, LLC, By: _____________________________ AUTHORIZED SIGNATURE, TITLE “CITY” CITY OF DENTON, TEXAS A Texas Municipal Corporation By: _____________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY By: _________________________________ ATTEST: ROSA RIOS, CITY SECRETARY By: _________________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE DocuSign Envelope ID: 9027E257-513A-4EE9-BA67-50679584E7D7 DME General Manager Antonio Puente 07/19/2022 Maslonka Powerline Services P.O. Box 28840, Spokane, WA 99228 509-241-3941 ______________________________________________________________________ Emergency Work Terms and Conditions This Emergency Work Terms and Conditions agreement (“Agreement”) is entered into by and between Maslonka Powerline Services (“MPS”) and the City of Denton . MPS is a provider of industry-leading power line construction techniques servicing all facets of power line transmission projects. From time-to-time DME requires the services and support of MPS to assist DME in the repair of DME’s powerline transmission systems as a result of damages caused by natural storm events, such as tornados, winter weather, damages caused by natural or man-made events, or transmission line failures that pose an imminent threat to the functionality of DME’s powerline transmission systems (“Emergency”). MPS agrees to provide its services to assist DME in recovering from damages to DME’s powerline transmission systems resulting from an Emergency “(Emergency Services”) under the following terms and conditions: 1.0 Crews and Equipment Provided by MPS. 1.1 Within eight (8) hours of a request from DME for Emergency Services, MPS agrees to deploy the following crews and equipment as needed to service DME’s Emergency Services request: Category: Number Crew Supervision: Superintendent 1 Crews: Crew 1: Track Equipment Crew: Crew: Working Foreman 1 Lineman 2 Apprentice 1 Operator 2 Ground hand 1 Equipment: JRD303 pick-up truck 1 JRD 216-217 1-ton crew trucks 2 Exhibit “A” DocuSign Envelope ID: 9027E257-513A-4EE9-BA67-50679584E7D7 JRD290 track bucket trucks (minimum 80’) 1 JRD291 track boom truck (minimum 30 ton) 1 JRD10 track digger derrick 1 JRD335 Mantis 70-ton Crane 1 Crew 2: Conventional Equipment Crew: Crew: Working Foreman 1 Lineman 2 Apprentice 1 Operator 2 Ground hand 1 Equipment: JRD229 pick-up truck 1 JRD386-387 1-ton crew truck 2 JRD318-319 bucket trucks (minimum 80’) 2 JRD241 digger derrick 1 JRD379 boom truck (minimum 30 ton) 1 1.2 Specialized Equipment. Specialized equipment such as wire stringers, bulldozers, track equipment, etc. will be provided as necessary depending on the scope of work for the Emergency Services. Specialized equipment will be provided at an additional cost at according to MPS’s “Storm Equipment Rates” schedule attached as Exhibit A. The Storm Equipment Rate schedule does not include the cost of fuel and oil. Fuel and oil for all specialized equipment will be invoiced separately. 1.3 Mobilization of Crews. Crews and equipment can be mobilized and deployed to areas near an affected area prior to an anticipated Emergency Services event, such as freezing weather for example. Crews and equipment can begin working on the Emergency Services request as soon as conditions allow. Crew labor rates for Emergency Services are defined in Exhibit B “Storm Labor Rates”. 1.4 Priority. MPS agrees to prioritize all DME Emergency Services requests above other requests to MPS for similar services. 1.5 Billing for Delays. Any delays caused by an act or neglect of DME or any of its representatives, any Architect/Engineer or of an employee of either, or of any third-party contractor employed by DME, or by changes in the Scope of Work, or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties, pandemic, or other causes beyond MPS’s control shall be billed to DME at MPS’s Emergency Services Storm Equipment Rates and Storm Labor Rates and other rates as defined in this Agreement for all MPS labor and equipment dedicated to the Emergency Services. DocuSign Envelope ID: 9027E257-513A-4EE9-BA67-50679584E7D7 2.0 Materials, Services, and Information Provided by DME. 2.1 Upon DME’s request for Emergency Services from MPS, DME shall provide the following to MPS upon such request: a. a written description of the Emergency Services requested by DME to be completed by MPS (“Scope of Work”). b. the most recent survey/plan & profile describing the physical characteristics, legal limits, utility locations, and a permanent benchmark for the site of the Emergency Services “(Project Site”). c. environmental site assessments for the Project Site if available that are in DME’s possession or readily accessible to them. d. at DME’s expense, each of the following: 1) all necessary approvals, easements, assessments, and charges required for construction, use, or occupancy of permanent structures or for permanent changes in existing facilities affected by the Emergency Services. 2) traffic control as may be required. 3) any storm water pollution prevention plan (SWPPP) as may be required by TCEQ. 4) all materials needed for completion of the Emergency Services as defined in the Scope of Work. 3.0 Obligations of MPS to DME during Emergency Services. 3.1 While MPS is providing Emergency Services to DME, MPS shall: a. MPS shall employ a competent superintendent who shall be in attendance at the Project Site during performance of the Emergency Services. b. ensure the safety of the Project Site and the provision of the Emergency Services at all times by: 1) Maintaining and supervising all safety precautions and programs in connection with providing the Emergency Services; 2) grounding all power transmission lines being serviced; 3) complying with all applicable City, County, State, and Federal health and safety regulations and with all other industry standard safety regulations; DocuSign Envelope ID: 9027E257-513A-4EE9-BA67-50679584E7D7 c. MPS will enforce strict discipline and good order among its employees and all other persons carrying out the Emergency Services. d. prior to the re-energization of any power transmission line, communicate with DME engineering to determine if proper clearances have been obtained to reenergize the power transmission line and to ensure all communication protocols are in place for such re-energization. e. except as is otherwise specifically provided in this Agreement as being the responsibility of the DME, MPS shall provide and pay for labor, equipment, tools, construction equipment and machinery, transportation, and other facilities and services necessary for proper execution and completion of the Emergency Services as defined in the Scope of Work. 3.2 Emergencies While Providing Emergency Services. MPS shall act, at their discretion and in their best judgment, to prevent or mitigate any actual or threatened damage, injury, or loss encountered by MPS while providing the Emergency Services that affects the health and safety of any person or property. 4.0 Retainer 4.1 MPS agrees to hold the necessary equipment and personnel in stand-by mode ready to respond to a request by DME for MPS to provide Emergency Services under this Agreement. 4.2 DME agrees to pay an annual retainer in the amount of $150,000.00 (one hundred & fifty thousand dollars) (“Retainer”) to MPS for standing ready to provide Emergency Services. The Retainer shall be paid by DME to MPS upon execution of this Agreement. The Retainer shall be held by MPS in its regular operating account and DME shall not receive credit for any accrued interest. 4.3 MPS shall invoice DME for all Emergency Services performed at the rates described in this Agreement. DME shall then pay the balance due on all invoices as described below. 4.4 Upon the expiration of the annual term of this Agreement, the retainage amount shall be considered payment by DME to MPS as a fee for standing ready to provide Emergency Services. 5.0 Invoices 5.1 MPS shall invoice DME for all Emergency Services performed at the rates described in this Agreement. Each invoice shall contain an itemized description of services and rates charged by MPS. Invoices shall be sent to DME on a weekly basis during extended periods of Emergency Services and upon the completion of the Emergency Services for periods less than DocuSign Envelope ID: 9027E257-513A-4EE9-BA67-50679584E7D7 one week. DME shall pay the balance due on all invoices within thirty (30) days after DME’s receipt of the invoice without withholding any amount as retention. 5.2 All Emergency Services provided under this Agreement shall be on a time and equipment basis according to the rates described in this Agreement. Time will be charged portal to portal whether mobilizing from MPS’s yard or another project ad returning to MPS’s yard or the other project, or to and from the project yard on a daily basis as work is completed. Time will be tracked by the project superintendent or project manager on a daily basis. 5.3 All materials, special tooling, equipment rented or purchased, and overnight lodging for crew shall be billed at cost plus 15%. 6.0 Effective Date / Term / Renewal. 6.1 This Agreement will become effective on the Effective Date indicated below and shall remain in effect for one year from that date. DME shall have the option to renew this Agreement for one additional year with adjustments to the Retainer as necessary. The new negotiated Retainer shall be paid upon renewal. 7.0 Non-Emergency Services. 7.1 All requests for services by DME from MPS that are not considered an Emergency will not be included in a request for Emergency Services. 7.2 All non-emergency requests for services, such as routine maintenance, must be negotiated and scheduled prior to the request. The negotiated request will include an appropriate response time to ensure the availability of MPS crews and equipment. 8.0 Entire Agreement. This Agreement contains the entire agreement between the parties and replaces any and all prior agreements between the parties with respect to the transaction contemplated. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 9.0 Force Majeure. Should performance of any party’s obligation created under this Agreement become illegal or impossible by reason of , epidemic or other national or regional emergency, fire, flood, storm, act of God, governmental authority (local, state, or federal), labor disputes, war, failure of carriers to transport or furnish facilities for transportation, curtailment of transportation facilities, order or requisition or necessity of the government, terrorist threats or acts, or any other cause not enumerated herein but which is beyond the reasonable control of the party, then the performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected party provides reasonable notice to the other party of the event of force majeure and exercises all reasonable diligence to remove the cause of force majeure. The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under DocuSign Envelope ID: 9027E257-513A-4EE9-BA67-50679584E7D7 this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 10.0 Notices. All notices or other communications required by this Agreement shall be sufficiently made or given if personally delivered, mailed by certified mail, postage pre-paid, or by commercial carrier (e.g. FedEx, UPS, etc. when such carrier maintains proof of delivered notices or other communications) with delivery fee paid by sender for next day or second day delivery, addressed to the address stated in the signature block below, or to the last address specified in writing by the intended recipient. 11.0 No Waiver. The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect the right of such party to require performance of that provision. Any waiver by either party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement. 12.0 Dispute Resolution. In the event of any dispute between the MPS and DME relating to this Agreement, the party believing itself aggrieved shall send to the other party written notice of such dispute describing the dispute and requesting a negotiation to settle the dispute. The parties agree to negotiate in good faith to resolve any dispute related to this Agreement. If the dispute cannot be resolved by these informal negotiations between the parties within forty-five (45) calendar days of receipt of such notice, the parties agree to submit the dispute to mediation before initiating litigation. Each party shall be responsible for their own costs and expenses of attending mediation including, but not limited to mediator fees. In the event of litigation between the parties concerning this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs, and expenses from the other party. The covenant shall survive the termination or expiration of this Agreement. 13.0 Independent Contractors / No Partnership. The parties are independent contractors as that term is defined by Texas Workers’ Compensation Act, Texas Labor Code, Sec. 406.141(2). Nothing in this Agreement will be construed to place either party in the relationship with other as an employee, partner, joint venture, or fiduciary of the other party. Any and all such relationships are hereby expressly denied, and the parties expressly state that they have not formed, either expressly or impliedly, any such relationship. 14.0 Governing Law. The parties agree that this Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas and jurisdiction and venue shall be within the State. DocuSign Envelope ID: 9027E257-513A-4EE9-BA67-50679584E7D7 15.0 Modification. This Agreement may be modified or amended from time to time only by a written agreement between the parties. 16.0 Effect of Partial Invalidity. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, those provisions, to the extent enforceable, and all other provisions shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included in this Agreement and the remaining provisions had been executed by the Parties subsequent to the expungement of the invalid provision. 17.0 Representations and Authority. Each party represents to the other party that they have read this Agreement in its entirety and understand its terms and that each party has the full right, capacity and authority to enter into this Agreement and agrees that they will be bound by these terms. 18.0 Validity. This agreement is not valid unless signed by and delivered to each party. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall be deemed one and the same instrument. 19.0 Insurance. As additional security for DME and as a separate obligation of MPS not in conjunction with any other provision of this Agreement, MPS agrees to the Minimum Insurance Requirements as set forth in Exhibit “C” attached hereto and incorporated herein. The Minimum Insurance Requirements shall not in any way limit MPS’s liability to DME for breach or otherwise under this Agreement. 20.0 MPS acknowledges that the City of Denton must strictly comply with the Public Information Act, Chapter 552, Texas Government Code in responding to any request for public information related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. All material submitted by MPS to the City of Denton shall become property of the City upon receipt. Any portions of such material claimed by MPS to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, chapter 552, and Texas Government Code. 21.0 The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by Licensee (the City of Denton) of any immunities from suit or from liability that the City of Denton may have by operation of law. Agreed, Accepted, and Executed the dates written below, to be effective as of the Effective Date. DocuSign Envelope ID: 9027E257-513A-4EE9-BA67-50679584E7D7 Maslonka Powerline Services P.O. Box 28840 Spokane, WA 99228 509-241-3941 By: _____________________________________ (Signature) ______________________________________ Printed Name and Title Effective Date: _______________ Denton Municipal Electric Physical Address: 1685 Spencer Rd. Mailing Address: 1685 Spencer Rd. Denton, TX 76205 Phone: 940-349-7169 By: _____________________________________ (Signature) ______________________________________ Printed Name and Title Date: _______________ Attachments: 1. Exhibit A - Storm Equipment Rates 2. Exhibit B - Storm Labor Rates 3. Exhibit C - Minimum Insurance Requirements [The remainder of this page is blank. Exhibits follow.] Exhibit A Dusty Maslonka, Vice President & COO 6/15/22 DocuSign Envelope ID: 9027E257-513A-4EE9-BA67-50679584E7D7 07/19/2022 City ManagerSara Hensley Maslonka Powerline Services Storm Equipment Rates Note: Rates shown are for equipment only. Fuel and Oil will be billed separately. DocuSign Envelope ID: 9027E257-513A-4EE9-BA67-50679584E7D7 DocuSign Envelope ID: 9027E257-513A-4EE9-BA67-50679584E7D7 Crane 250ton AT With Operator & Rigger (Mob & Demob add $14,400) $ 1,294.00 Pick up 1500 $ 28.00 Pick up 2500 $ 28.00 Wheel Loader - Komatsu 270 $ 61.00 Wheel Loader - 966 $ 79.00 Dozer - D6 $ 69.00 Dozer - D8 $ 105.00 Dozer - SagCat $ 99.00 Skid Steer $ 39.00 Water Bowser $ 48.00 Dump Truck $ 39.00 Splice Truck - 6X6 $ 43.00 CAT Challenger - Rubber Tracks $ 79.00 Truck 6X6 w/24' Flatbed $ 46.00 Trailer Mounted Air Compressor $ 30.00 Drill - Watson 3110 Crawler $ 221.00 Drill - Watson EX 130 $ 292.00 Drill - Watson 2500 $ 214.00 Drill - Watson - EDT 18 $ 292.00 Drill - OshKosh RS700L $ 122.00 Road Sweeper $ 30.00 Fuel Truck $ 43.00 Winch Truck - OshKosh $ 52.00 Fuel Truck $ 43.00 FUEL WILL BE BILLED SEPERATELY DocuSign Envelope ID: 9027E257-513A-4EE9-BA67-50679584E7D7 Exhibit B Maslonka Powerline Services Storm Labor Rates Time and half will be charged after 8 hours per day. Double time will be charged on Sundays and Holidays. DocuSign Envelope ID: 9027E257-513A-4EE9-BA67-50679584E7D7 Exhibit C Minimum Insurance Requirements AS ADDITIONAL SECURITY FOR DME AND AS SEPARATE OBLIGATION OF CONTRACTOR NOT IN CONJUNCTION WITH ANY OTHER PROVISIONS OF THIS AGREEMENT, CONTRACTOR AGREES TO CARRY AND MAINTAIN DURING THE TERM OF THIS AGREEMENT (INCLUDING ALL WARRANTY PERIODS) WITH COVERAGES AND LIMITS OF LIABILITY NOT LESS THAN THOSE SHOWN HEREIN. ALL COVERAGES SHALL APPLY ON AN OCCURRENCE BASIS, WITH THE EXCEPTION OF PROFESSIONAL LIABILITY COVERAGE, WHICH SHALL APPLY ON A CLAIMS-MADE BASIS. THE INSURANCE COVERAGE REQUIREMENTS IN THIS AGREEMENT WILL IN NO WAY BE CONSTRUED AS LIMITING THE SCOPE OF INDEMNIFICATION HEREIN. EACH OF CONTRACTOR’S SUBCONTRACTORS, IF ANY, SHALL ALSO PROVIDE AND MAINTAIN DURING THE TERM OF THEIR RESPECTIVE AGREEMENTS THE INSURANCE COVERAGES SPECIFIED AS FOLLOWS, WITH LIMITS OF LIABILITY DETERMINED APPROPRIATE BY CONTRACTOR. IN THE EVENT WORK IS PERFORMED BY A SUBCONTRACTOR, CONTRACTOR SHALL BE PRIMARILY RESPONSIBLE FOR ANY LIABILITY ARISING DIRECTLY OR INDIRECTLY OUT OF THE SERVICES PERFORMED THAT IS NOT OTHERWISE COVERED BY ANY SUBCONTRACTOR’S INSURANCE. ALL SUCH INSURANCE SHALL BE PRIMARY WITH RESPECT TO ANY OTHER INSURANCE OR SELF-INSURANCE PROGRAMS AFFORDED TO OR MAINTAINED BY OR FOR THE BENEFIT OF DME, AND SHALL NOT REQUIRE THE EXHAUSTION OF ANY OTHER COVERAGE AT ALL LAYERS. CONTRACTOR SHALL PROMPTLY NOTIFY DME WHEN ANY INSURANCE POLICY REQUIRED IS NOT REASONABLY AVAILABLE AND SHALL STATE THE REASONS THEREFORE. CONTRACTOR SHALL PROCURE AT ITS EXPENSE, AND MAINTAIN, AND SHALL REQUIRE ALL OF ITS SUBCONTRACTORS, IF ANY, TO PROCURE AND MAINTAIN IN FULL FORCE DURING THE FULL TERM OF THIS CONTRACT, INSURANCE POLICIES, FROM AN INSURER, OR INSURERS, LICENSED (ADMITTED) TO DO BUSINESS IN THE STATE OF TEXAS (WITH AN AM BEST RATING OF A VII OR BETTER) WHERE THE WORK HEREUNDER IS TO BE PERFORMED, AND EACH OF WHICH INSURERS SHALL BE SATISFACTORY TO DME; AND THE SAID POLICIES SHALL PROVIDE INSURANCE OF THE TYPE AND IN THE AMOUNTS BELOW INDICATED: a) COMMERCIAL GENERAL LIABILITY AND UMBRELLA/EXCESS LIABILITY INSURANCE POLICY/POLICIES MUST HAVE A COMBINED LIMIT OF NOT LESS THAN $11,000,000 PER OCCURRENCE AND IN AGGREGATE AND WILL BE PRIMARY AND NON-CONTRIBUTORY WITH ANY OTHER COVERAGE ELSEWHERE AFFORDED OR AVAILABLE TO THE DME, AS WELL AS PROVIDE PRIMARY COVERAGE FOR ALL LOSSES AND DAMAGES RELATED TO OR ARISING OUT OF THE WORK, AND SHALL NOT REQUIRE THE EXHAUSTION OF ANY OTHER COVERAGES AFFORDED OR AVAILABLE TO DME. THE POLICY/POLICIES MUST BE UNDER AN OCCURRENCE POLICY FORM (UNMODIFIED ISO OCCURRENCE FORM CG 0001 04/13, OR A SUBSTITUTE FORM PROVIDING EQUIVALENT COVERAGE). COVERAGE SHALL INCLUDE BUT NOT BE LIMITED TO LIABILITY ASSUMED BY CONTRACTOR UNDER THE AGREEMENT, INCLUDING THE TORT LIABILITY OF ANOTHER ASSUMED IN A BUSINESS CONTRACT, AND SHALL INCLUDE UNMODIFIED SEPARATIONS OF INSUREDS COVERAGE FOR PREMISES/OPERATIONS, PERSONAL INJURY LIABILITY, PRODUCTS/COMPLETED OPERATIONS, (WITH RESPECT TO THE WORK PERFORMED UNDER THE AGREEMENT IN IDENTICAL COVERAGE, FORM AND AMOUNT, INCLUDING REQUIRED ENDORSEMENTS FOR THE MINIMUM OF 4 YEARS PAST COMPLETION OF PROJECT). THE POLICY/POLICIES MUST BE ENDORSED TO PROVIDE A DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT (ISO CG 25 03 05/09, OR A SUBSTITUTE FORM PROVIDING EQUIVALENT COVERAGE) AND A DESIGNATED PROJECT(S) PRODUCTS-COMPLETED OPERATIONS AGGREGATE LIMIT (ISO CG 25 45, OR A SUBSTITUTE FORM PROVIDING EQUIVALENT COVERAGE). DocuSign Envelope ID: 9027E257-513A-4EE9-BA67-50679584E7D7 IF THE PROJECT INCLUDES THE FOLLOWING, THE POLICY/POLICIES SHALL BE ENDORSED TO INCLUDE COVERAGE FOR AND STATED ON THE CERTIFICATE OF INSURANCE: i. ANY CONSTRUCTION OR WORK ON OR WITHIN 50 FEET OF A RAILROAD. ii. THE APPLICATION OF HERBICIDE OR PESTICIDE. iii. THE USE OF AN UNMANNED AIRCRAFT. THE POLICY/POLICIES MAY NOT CONTAIN ANY OF THE FOLLOWING EXCLUSIONS: i. ACTION OVER: NO POLICY REQUIRED HEREUNDER SHALL EXCLUDE OR LIMIT LIABILITY WITHIN THE POLICY LIMITS FOR PERSONAL OR BODILY INJURY OR DAMAGES OR DEATH OF AN EMPLOYEE OF CONTRACTOR OR DME OR ANY OTHER ENDORSEMENT MODIFYING THE EMPLOYER’S LIABILITY EXCLUSION. ii. WILDFIRE OR LOSS CAUSED BY WILDFIRE. iii. “ANY INSURED VS. ANY INSURED” EXCEPT NAMED INSURED VS. NAMED INSURED. iv. AMENDMENT OF INSURED CONTRACT DEFINITION (ISO CG 24 26). v. CLASSIFICATION OF BUSINESS DESCRIPTION. vi. FORESTRY SERVICES. vii. CONTRACTUAL LIABILITY LIMITATION (ISO CG 21 39). viii. EXPLOSION, COLLAPSE AND UNDERGROUND PROPERTY DAMAGE HAZARD (ISO CG 21 42 OR CG 21 43). ix. LIMITATION OF COVERAGE TO DESIGNATED PREMISES, PROJECT OR OPERATION (ISO CG 21 44). x. PUNITIVE, EXEMPLARY OR MULTIPLIED DAMAGES (WHERE PERMITTED BY LAW IS ACCEPTABLE). xi. WORK HEIGHT. xii. ANY OTHER EXCLUSION OR LIMITATION REASONABLY UNACCEPTABLE TO DME. b) BUSINESS AUTOMOBILE LIABILITY AND UMBRELLA/EXCESS LIABILITY INSURANCE POLICY/POLICIES MUST HAVE A COMBINED LIMIT OF NOT LESS THAN $11,000,000 PER OCCURRENCE COVERING LIABILITY ARISING OUT OF ANY AUTO (OWNED, HIRED AND NON-OWNED) AND WILL BE PRIMARY AND NON-CONTRIBUTORY WITH ANY OTHER COVERAGE ELSEWHERE AFFORDED OR AVAILABLE TO THE DME, AS WELL AS PROVIDE PRIMARY COVERAGE FOR ALL LOSSES AND DAMAGES RELATED TO OR ARISING OUT OF THE WORK, AND SHALL NOT REQUIRE THE EXHAUSTION OF ANY OTHER COVERAGES AFFORDED OR AVAILABLE TO DME.. THE POLICY MUST BE ENDORSED TO PROVIDE BROADENED POLLUTION COVERAGE FOR COVERED AUTOS USING ISO FORM CA 99 48 03/06 (OR A SUBSTITUTE FORM PROVIDING EQUIVALENT COVERAGE). DocuSign Envelope ID: 9027E257-513A-4EE9-BA67-50679584E7D7 c) STATUTORY COVERAGE WORKERS’ COMPENSATION INSURANCE (INCLUDING OCCUPATIONAL DISEASE COVERAGE) IN ACCORDANCE WITH THE LAWS OF THE STATES WHERE THE SERVICES ARE TO BE PERFORMED. COVERAGE SHALL INCLUDE ALTERNATE EMPLOYER ENDORSEMENT WITH DME SHOWN AS THE ALTERNATE EMPLOYER ON THE ENDORSEMENT. EMPLOYER’S LIABILITY AND UMBRELLA/EXCESS LIABILITY INSURANCE POLICY/POLICIES MUST HAVE A COMBINED LIMIT OF NOT LESS THAN $11,000,000 BODILY INJURY BY ACCIDENT; AND $11,000,000 BY DISEASE EACH EMPLOYEE; $11,000,000 BODILY INJURY BY DISEASE POLICY LIMIT. d) PROFESSIONAL LIABILITY (ENGINEER'S ERRORS AND OMISSIONS) INSURANCE, IN THE EVENT CONTRACTOR IS PERFORMING DESIGN, ENGINEERING OR OTHER PROFESSIONAL SERVICES, WITH LIMITS OF AT LEAST $5,000,000 EACH CLAIM AND $5,000,000 IN THE AGGREGATE. A PROFESSIONAL LIABILITY ENDORSEMENT TO A GENERAL LIABILITY POLICY IS NOT ACCEPTABLE. THE POLICY MAY NOT CONTAIN ANY EXCLUSION FOR PROPERTY DAMAGE OR BODILY INJURY. ANY RETROACTIVE DATE MUST BE EFFECTIVE PRIOR TO BEGINNING OF SERVICE FOR THE DME. e) POLLUTION LIABILITY INSURANCE, COVERING LOSSES CAUSED BY POLLUTION CONDITIONS THAT ARISE FROM THE OPERATIONS OF CONTRACTOR COVERAGE OF NOT LESS THAN $1,000,000 EACH INCIDENT AND IN THE AGGREGATE. THIS CAN BE ACHIEVED THROUGH A STANDALONE POLLUTION LIABILITY POLICY WITH LIMITS NOT LESS THAN $1,000,000 PER OCCURRENCE AND IN THE AGGREGATE OR THROUGH THE ADDITION OF A POLLUTION LIABILITY TIME ELEMENT OR SUDDEN AND ACCIDENTAL ENDORSEMENT ONTO THE GENERAL LIABILITY POLICY WITH LIMITS NOT LESS THAN $1,000,000 PER OCCURRENCE AND IN THE AGGREGATE AND TIME ELEMENT CONDITION OF AT LEAST A 7/21* DAY COVERAGE TRIGGER. f) AVIATION LIABILITY INSURANCE, IF REQUIRED OR USED IN THE PERFORMANCE OF THE WORK, FOR THE OWNERSHIP, OPERATION AND USE (INCLUDING CHARTERING) OF ANY AIRCRAFT AND/OR RENTAL OF ANY AIRCRAFT HANGAR. THE POLICY SHALL BE NO LESS THAN $10,000,000 PER OCCURRENCE AND ANNUAL AGGREGATE. COVERAGE FOR UNMANNED AIRCRAFTS TO THE EXTENT NOT ENDORSED ON THE COMMERCIAL GENERAL LIABILITY POLICY. ANY UMBRELLA/EXCESS LIABILITY INSURANCE POLICY/POLICIES MUST CONTAIN THE RIGHT AND DUTY TO DEFEND WHEN THE UNDERLYING INSURANCE DOES NOT PROVIDE COVERAGE OR WHEN THE UNDERLYING INSURANCE LIMITS HAVE BEEN EXHAUSTED. IF THE CONTRACTOR MAINTAINS BROADER COVERAGE AND/OR HIGHER LIMITS THAN THE MINIMUMS SHOWN ABOVE, THE DME REQUIRES AND SHALL BE ENTITLED TO THE BROADER COVERAGE AND/OR HIGHER LIMITS MAINTAINED BY THE CONTRACTOR. ANY AVAILABLE INSURANCE PROCEEDS IN EXCESS OF THE SPECIFIED MINIMUM LIMITS OF INSURANCE AND COVERAGE SHALL BE AVAILABLE TO THE DME. WAIVER OF SUBROGATION: CONTRACTOR HEREBY WAIVES ALL RIGHTS OF SUBROGATION AGAINST DME AND THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, AGENTS AND INSURERS, AND ALL POLICIES OF INSURANCE PROVIDED FOR ABOVE SHALL CONTAIN A PROVISION AND/OR ENDORSEMENT STATING THAT THE INSURANCE CARRIERS AND UNDERWRITERS WAIVE ALL RIGHTS OF SUBROGATION IN FAVOR OF DME AND ITS RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, AGENTS AND INSURERS. ADDITIONAL INSURED: ALL POLICIES (EXCEPT FOR WORKERS’ COMPENSATION/EMPLOYERS LIABILITY AND PROFESSIONAL LIABILITY) WILL NAME, BY POLICY ENDORSEMENT, DME AS ADDITIONAL INSURED DocuSign Envelope ID: 9027E257-513A-4EE9-BA67-50679584E7D7 AND MUST PROVIDE COVERAGE TO THE MAXIMUM EXTENT PERMITTED BY LAW, INCLUDING, BUT NOT LIMITED TO CHAPTER 151.103 OF THE TEXAS INSURANCE CODE WHICH ALLOWS FOR COVERAGE AS TO LIABILITY OF DME FOR BODILY INJURY OR DEATH OF AN EMPLOYEE OR AGENT OF CONTRACTOR OR ITS SUBCONTRACTOR FOR THE NEGLIGENCE OR FAULT OF DME, INCLUDING THE SOLE NEGLIGENCE OF DME. THE GENERAL LIABILITY POLICY SHALL BE ENDORSED USING ISO FORM CG 20 10 10/01 AND CG 20 37 10/01 (OR A SUBSTITUTE FORM PROVIDING EQUIVALENT COVERAGE). PRIMARY & NON-CONTRIBUTORY: DME AND CONTRACTOR INTEND THAT THE CONTRACTOR SHALL ENSURE THAT ALL POLICIES PURCHASED IN ACCORDANCE WITH THIS SECTION WILL PROTECT DME AND CONTRACTOR, AND WILL BE PRIMARY AND NON-CONTRIBUTORY WITH ANY OTHER COVERAGE ELSEWHERE AFFORDED OR AVAILABLE TO DME, AS WELL AS PROVIDE PRIMARY COVERAGE FOR ALL LOSSES AND DAMAGES CAUSED BY THE PERILS COVERED THEREBY RELATED TO OR ARISING OUT OF THE WORK, AND SHALL NOT REQUIRE THE EXHAUSTION OF ANY OTHER COVERAGES AFFORDED OR AVAILABLE TO DME. i. GENERAL LIABILITY INSURANCE POLICY SHALL BE ENDORSED USING ISO FORM CG 20 01 04/13 (OR A SUBSTITUTE FORM PROVIDING EQUIVALENT COVERAGE). ii. BUSINESS AUTOMOBILE LIABILITY INSURANCE POLICY SHALL BE ENDORSED USING ISO FORM CA 04 49 11/16. iii. UMBRELLA/EXCESS LIABILITY INSURANCE POLICY/POLICIES “OTHER INSURANCE” CONDITION MUST READ OR BE EQUIVALENT AS FOLLOWS: “IF YOU SPECIFICALLY AGREE IN A WRITTEN CONTRACT OR AGREEMENT THAT THE INSURANCE PROVIDED TO ANY PERSON OR ORGANIZATION THAT QUALIFIES AS AN ADDITIONAL INSURED UNDER THIS INSURANCE MUST APPLY ON A PRIMARY BASIS, OR A PRIMARY AND NON-CONTRIBUTORY BASIS, THEN INSURANCE PROVIDED UNDER COVERAGE A IS SUBJECT TO THE FOLLOWING PROVISIONS: THIS INSURANCE WILL APPLY BEFORE ANY “OTHER INSURANCE” THAT IS AVAILABLE TO SUCH ADDITIONAL INSURED WHICH COVERS THAT PERSON OR ORGANIZATION AS A NAMED INSURED, AND WE WILL NOT SHARE WITH THAT “OTHER INSURANCE”, PROVIDED THAT THE INJURY OR DAMAGE FOR WHICH COVERAGE IS SOUGHT IS CAUSED BY AN “EVENT” THAT TAKES PLACE OR IS COMMITTED SUBSEQUENT TO THE SIGNING OF THAT CONTRACT OR AGREEMENT BY YOU.” SEVERABILITY & CROSS LIABILITY: THE POLICIES SHALL ALSO INCLUDE STANDARD SEVERABILITY PROVISIONS THAT STATE EACH INSURED IS PROVIDED COVERAGE AS THOUGH A SEPARATE POLICY HAD BEEN ISSUED TO EACH, EXCEPT WITH RESPECTS TO LIMITS OF INSURANCE. THE POLICIES SHALL NOT CONTAIN A CROSS LIABILITY OR A CROSS-SUIT EXCLUSION THAT PREVENT DME FROM ASSERTING CLAIMS AGAINST THE CONTRACTOR OR ANY OTHER INSURED UNDER THE POLICIES. NOTICE OF CANCELLATION, MATERIAL CHANGE AND NON-RENEWAL: ALL INSURANCE REQUIRED HEREIN SHALL BE ENDORSED TO PROVIDE A 30 DAY NOTICE OF CANCELLATION, MATERIAL CHANGE AND NON-RENEWAL TO CONTRACTOR TO THE EXTENT COMMERCIALLY AVAILABLE. IF THIS ENDORSEMENT CANNOT BE PROVIDED, CONTRACTOR WILL IMMEDIATELY PROVIDE WRITTEN NOTICE TO DME SHOULD DocuSign Envelope ID: 9027E257-513A-4EE9-BA67-50679584E7D7 ANY OF THE INSURANCE POLICIES REQUIRED HEREIN BE CANCELLED, LIMITED IN SCOPE, OR NOT RENEWED UPON EXPIRATION. SAID NOTICE MUST BE PROVIDE NO LATER THAN THIRTY (30) DAYS PRIOR (EXCEPT 10 DAYS FOR NONPAYMENT OF PREMIUM) TO ANY SUCH ACTION BEING TAKEN. PROOF OF INSURANCE: PRIOR TO COMMENCEMENT OF THE SERVICES, CONTRACTOR SHALL FURNISH DME INSURANCE CERTIFICATE(S) ON A FORM SATISFACTORY TO DME EXECUTED BY AN AUTHORIZED REPRESENTATIVE OF THE INSURER, AND IF REQUESTED BY DME, FOR EACH POLICY, A COPY OF THE DECLARATION PAGE; IF NOT ON THE DECLARATIONS PAGE, A COPY OF ANY SCHEDULE SHOWING THE LIMITS OF INSURANCE AND A LIST OF ALL ENDORSEMENTS TO THE POLICY, TOGETHER WITH A COPY OF EACH ENDORSEMENT HEREIN REQUESTED AND CERTIFIED COPIES OF INSURANCE POLICIES, WITH ENDORSEMENTS, EVIDENCING THE APPLICABLE POLICIES, COVERAGES AND LIMITS, INCLUDING THOSE OF ITS SUBCONTRACTORS. DME’S RECEIPT OF OR FAILURE TO OBJECT TO ANY INSURANCE CERTIFICATES OR POLICIES SUBMITTED BY CONTRACTOR OR ITS SUBCONTRACTORS DOES NOT RELEASE OR DIMINISH IN ANY MANNER THE LIABILITY OR OBLIGATIONS OF CONTRACTOR OR ITS SUBCONTRACTORS OR CONSTITUTE A WAIVER OF ANY OF THE INSURANCE REQUIREMENTS UNDER THIS AGREEMENT. REPLACEMENT CERTIFICATES OF INSURANCE EVIDENCING CONTINUATION OF SUCH COVERAGE SHALL BE FURNISHED TO DME PRIOR TO THE EXPIRATION OF THE CURRENT POLICIES. SHOULD CONTRACTOR OR ANY SUBCONTRACTOR AT ANY TIME NEGLECT, REFUSE TO PROVIDE OR CANCEL THE INSURANCE REQUIRED HEREIN, DME SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT OR PURSUE ANY REMEDY AVAILABLE AT LAW. DocuSign Envelope ID: 9027E257-513A-4EE9-BA67-50679584E7D7 Certificate Of Completion Envelope Id: 9027E257513A4EE9BA6750679584E7D7 Status: Completed Subject: Please DocuSign: City Council Contract 7483, Amendment 1 - NTE Increase Source Envelope: Document Pages: 20 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 6/17/2022 2:44:56 PM 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: 6/17/2022 3:13:25 PM Viewed: 6/17/2022 3:13:35 PM Signed: 6/17/2022 3:13:54 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: 6/17/2022 3:13:56 PM Viewed: 6/17/2022 4:37:12 PM Signed: 6/17/2022 4:37:35 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 6/17/2022 4:37:37 PM Viewed: 6/22/2022 3:58:33 PM Signed: 6/22/2022 3:59:53 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Dustin Maslonka dustym@maslonkapowerline.com VP Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 174.246.132.61 Signed using mobile Sent: 6/22/2022 3:59:55 PM Viewed: 6/22/2022 4:00:42 PM Signed: 6/22/2022 4:01:25 PM Electronic Record and Signature Disclosure: Accepted: 6/22/2022 4:00:42 PM ID: b8539d01-c41e-4868-8fc1-cb84ceb243ef Signer Events Signature Timestamp Antonio Puente 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: 6/22/2022 4:01:27 PM Viewed: 6/22/2022 4:10:32 PM Signed: 6/22/2022 4:10:43 PM Electronic Record and Signature Disclosure: Accepted: 6/22/2022 4:10:32 PM ID: 6ecc1b82-2c14-440a-98aa-4868e423212d Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 6/22/2022 4:10:47 PM Viewed: 7/20/2022 7:56:28 AM Signed: 7/20/2022 7:56:54 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 107.77.200.213 Signed using mobile Sent: 7/20/2022 7:56:57 AM Viewed: 7/20/2022 8:06:38 AM Signed: 7/20/2022 8:06:46 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: 7/20/2022 8:06:50 AM Viewed: 7/20/2022 12:53:37 PM Signed: 7/20/2022 12:54:11 PM Electronic Record and Signature Disclosure: Accepted: 7/20/2022 12:53:37 PM ID: e3eb61b7-2371-4838-94a5-d6e276ef5a4d 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 Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 6/17/2022 3:13:56 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 6/22/2022 4:10:46 PM Viewed: 6/23/2022 9:51:52 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 7/20/2022 12:54:14 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mark Zimmerer mark.zimmerer@cityofdenton.com Electric Engineering Supervisor Security Level: Email, Account Authentication (None) Sent: 7/20/2022 12:54:15 PM Electronic Record and Signature Disclosure: Accepted: 7/18/2022 1:28:41 PM ID: 79c223f8-d900-4558-9eb9-21104dba1e4e Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/17/2022 3:13:25 PM Certified Delivered Security Checked 7/20/2022 12:53:37 PM Signing Complete Security Checked 7/20/2022 12:54:11 PM Completed Security Checked 7/20/2022 12:54:15 PM 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: Dustin Maslonka, Antonio Puente, Rosa Rios, Mark Zimmerer 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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