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7804-007 - Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 Not Applicable DEC WINTERIZATION 7804-007PSA Crystal Westbrook DECEMBER 13, 2022 N/A 22-2473 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 1 of 19 CITY OF DENTON, TEXAS STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONAL SERVICES This AGREEMENT is between the City of Denton, a Texas home-rule municipality ("CITY"), and BLACK & VEATCH CORPORATION, with its corporate office at 11401 Lamar Avenue, Overland Park, KS 66021 and authorized to do business in Texas, ("ENGINEER"), for a PROJECT generally described as: DEC Winterization (the "PROJECT"). SECTION 1 Scope of Services A. The CITY hereby agrees to retain the ENGINEER, and the ENGINEER hereby agrees to perform, professional engineering services set forth in the Scope of Services attached hereto as Attachment A. These services shall be performed in connection with the PROJECT. B. Additional services, if any, will be requested in writing by the CITY. CITY shall not pay for any work performed by ENGINEER or its consultants, subcontractors and/or suppliers that has not been ordered in advance and in writing. It is specifically agreed that ENGINEER shall not be compensated for any additional work resulting from oral orders of any person. SECTION 2 Compensation and Term of Agreement A. The ENGINEER shall be compensated for all services provided pursuant to this AGREEMENT in an amount not to exceed $257,000 in the manner and in accordance with the fee schedule as set forth in Attachment A. Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment A. B. Unless otherwise terminated pursuant to Section 6. D. herein, this AGREEMENT shall be for a term beginning upon the effective date, as described below, and shall continue for a period which may reasonably be required for the completion of the PROJECT, until the expiration of the funds, or completion of the PROJECT and acceptance by the CITY, whichever occurs first. ENGINEER shall proceed diligently with the PROJECT to completion as described in the PROJECT schedule as set forth in Attachment A. SECTION 3 Terms of Payment Payments to the ENGINEER will be made as follows: DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 2 of 19 A. Invoice and Payment (1) The Engineer shall provide the City sufficient documentation, including but not limited to meeting the requirements set forth in the PROJECT schedule as set forth in Attachment A to reasonably substantiate the invoices. (2) The ENGINEER will issue monthly invoices for all work performed under this AGREEMENT. Invoices for the uncontested performance of the particular services are due and payable within 30 days of receipt by City. (3) Upon completion of services enumerated in Section 1, the final payment of any balance for the uncontested performance of the services will be due within 30 days of receipt of the final invoice. (4) In the event of a disputed or contested billing, only that portion so contested will be withheld from payment, and the undisputed portion will be paid. The CITY will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until mutually resolved. (5) If the CITY fails to make payment in full to ENGINEER for billings contested in good faith within 60 days of the amount due, the ENGINEER may, after giving 7 days' written notice to CITY, suspend services under this AGREEMENT until paid in full. In the event of suspension of services, the ENGINEER shall have no liability to CITY for delays or damages caused the CITY because of such suspension of services. SECTION 4 Obligations of the Engineer A. General The ENGINEER will serve as the CITY's professional engineering representative under this AGREEMENT, providing professional engineering consultation and advice and furnishing customary services incidental thereto. B. Standard of Care The ENGINEER shall perform its services: (1) with the professional skill and care ordinarily provided by competent engineers practicing in the same or similar locality and under the same or similar circumstances and professional license; and (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer. DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 3 of 19 If during the one year period following completion of construction of the ENGINEER’s designed systems and operation of the improvements ("Warranty Period"), it is shown there is an error in the services caused solely by ENGINEER's failure to meet such standards and CITY has notified ENGINEER in writing of any such error within that period, ENGINEER shall re- perform, at no additional cost to CITY, such services within the original scope of services as may be necessary to remedy such error. The obligations and representations contained in this section are ENGINEER's sole warranty and guarantee obligations and CITY's exclusive remedy in respect of quality of the services. EXCEPT AS PROVIDED IN THIS ARTICLE, ENGINEER MAKES NO OTHER WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, RELATING TO ENGINEER’S SERVICES AND CONSULTANT DISCLAIMS ANY IMPLIED WARRANTIES OR WARRANTIES IMPOSED BY LAW INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. C. Subsurface Investigations (1) The ENGINEER shall advise the CITY with regard to the necessity for subcontract work such as special surveys, tests, test borings, or other subsurface investigations in connection with design and engineering work to be performed hereunder. The ENGINEER shall also advise the CITY concerning the results of same. Such surveys, tests, and investigations shall be furnished by the CITY, unless otherwise specified in Attachment A. (2) In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observations, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect the total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of the ENGINEER. D. Preparation of Engineering Drawings The ENGINEER will provide to the CITY the original drawings of all plans in ink on reproducible mylar sheets and electronic files in .pdf format, or as otherwise approved by CITY, which shall become the property of the CITY. CITY may use such drawings in any manner it desires; provided, however, that the ENGINEER shall not be liable for the use of such drawings for any project other than the PROJECT described herein. E. Engineer's Personnel at Construction Site (1) The presence or duties of the ENGINEER's personnel at a construction site, whether as on-site representatives or otherwise, do not make the ENGINEER or DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 4 of 19 its personnel in any way responsible for those duties that belong to the CITY and/or the CITY's construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the AGREEMENT Documents and any health or safety precautions required by such construction work. The ENGINEER and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. (2) Except to the extent of specific site visits expressly detailed and set forth in Attachment A, the ENGINEER or its personnel shall have no obligation or responsibility to visit the construction site to become familiar with the progress or quality of the completed work on the PROJECT or to determine, in general, if the work on the PROJECT is being performed in a manner indicating that the PROJECT, when completed, will be in accordance with the AGREEMENT Documents, nor shall anything in the AGREEMENT Documents or this AGREEMENT between CITY and ENGINEER be construed as requiring ENGINEER to make exhaustive or continuous on-site inspections to discover latent defects in the work or otherwise check the quality or quantity of the work on the PROJECT. If the ENGINEER makes on-site observation(s) of a deviation from the AGREEMENT Documents, the ENGINEER shall inform the CITY. (3) When professional certification of performance or characteristics of materials, systems or equipment is reasonably required to perform the services set forth in the Scope of Services, the ENGINEER shall be entitled to rely upon such certification to establish materials, systems or equipment and performance criteria to be required in the AGREEMENT Documents. F. Opinions of Probable Cost, Financial Considerations, and Schedules (1) The ENGINEER shall provide opinions of probable costs based on the current available information at the time of preparation, in accordance with Attachment A. (2) In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT, the ENGINEER has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate PROJECT cost or schedule. Therefore, the ENGINEER makes no warranty that the CITY's actual PROJECT costs, financial aspects, economic feasibility, DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 5 of 19 or schedules will not vary from the ENGINEER's opinions, analyses, projections, or estimates. G. Construction Progress Payments Recommendations by the ENGINEER to the CITY for periodic construction progress payments to the construction contractor will be based on the ENGINEER's knowledge, information, and belief from selective sampling and observation that the work has progressed to the point indicated. Such recommendations do not represent that continuous or detailed examinations have been made by the ENGINEER to ascertain that the construction contractor has completed the work in exact accordance with the AGREEMENT Documents; that the final work will be acceptable in all respects; that the ENGINEER has made an examination to ascertain how or for what purpose the construction contractor has used the moneys paid; that title to any of the work, materials, or equipment has passed to the CITY free and clear of liens, claims, security interests, or encumbrances; or that there are not other matters at issue between the CITY and the construction contractor that affect the amount that should be paid. H. Record Drawings Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others, and may not always represent the exact location, type of various components, or exact manner in which the PROJECT was finally constructed. The ENGINEER is not responsible for any errors or omissions in the information from others that is incorporated into the record drawings. I. Right to Audit (1) ENGINEER agrees that the CITY shall, until the expiration of five (5) years after final payment under this AGREEMENT, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of the ENGINEER involving transactions relating to this AGREEMENT. ENGINEER agrees that the CITY shall have access during normal working hours to all necessary ENGINEER facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The CITY shall give ENGINEER reasonable advance notice of intended audits. (2) ENGINEER further agrees to include in all its subconsultant agreements hereunder a provision to the effect that the subconsultant agrees that the CITY shall, until the expiration of five (5) years after final payment under the subcontract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of such subconsultant, involving transactions to the subcontract, and further, that the CITY shall have access during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 6 of 19 compliance with the provisions of this section together with subsection (3) hereof. CITY shall give subconsultant reasonable advance notice of intended audits. (3) ENGINEER and subconsultant agree to photocopy such documents as may be requested by the CITY. The CITY agrees to reimburse ENGINEER for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. J. INSURANCE (1) ENGINEER’S INSURANCE a. Commercial General Liability – the ENGINEER shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance with a limit of not less than $1,000,000.00 per each occurrence with a $2,000,000.00 aggregate. If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this PROJECT or location. i. The CITY shall be included as an additional insured with all rights of defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self- insurance programs afforded to the CITY. The Commercial General Liability insurance policy shall have no exclusions or endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained within the policy, unless the CITY specifically approves such exclusions in writing. ii. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with this AGREEMENT. b. Business Auto – the ENGINEER shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a limit of not less than $1,000,000 each accident. Such insurance shall cover liability arising out of “any auto”, including owned, hired, and non-owned autos, when said vehicle is used in the course of the PROJECT. If the engineer owns no vehicles, coverage for hired or non-owned is acceptable. DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 7 of 19 i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by ENGINEER pursuant to this AGREEMENT or under any applicable auto physical damage coverage. c. Workers’ Compensation – ENGINEER shall maintain workers compensation and employers liability insurance and, if necessary, commercial umbrella liability insurance with a limit of not less than $100,000.00 each accident for bodily injury by accident or $100,000.00 each employee for bodily injury by disease, with $500,000.00 policy limit. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by workers compensation and employer’s liability or commercial umbrella insurance obtained by ENGINEER pursuant to this AGREEMENT. d. Professional Liability – ENGINEER shall maintain professional liability, a claims-made policy, with a minimum of $1,000,000.00 per claim and aggregate. The policy shall contain a retroactive date prior to the date of the AGREEMENT or the first date of services to be performed, whichever is earlier. Coverage shall be maintained for a period of 5 years following the completion of the AGREEMENT. An annual certificate of insurance specifically referencing this PROJECT shall be submitted to the CITY for each year following completion of the AGREEMENT. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that the ENGINEER has obtained all required insurance shall be attached to this AGREEMENT prior to its execution. b. Applicable policies shall be endorsed to name the CITY an Additional Insured thereon, subject to any defense provided by the policy, as its interests may appear. The term CITY shall include its employees, officers, officials, agents, and volunteers as respects the contracted services. c. Certificate(s) of insurance shall document that insurance coverage specified in this AGREEMENT are provided under applicable policies documented thereon. d. Any failure on part of the CITY to attach the required insurance documentation hereto shall not constitute a waiver of the insurance DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 8 of 19 requirements. e. A minimum of thirty (30) days notice of cancellation or material change in coverage shall be provided to the CITY. A ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the respective Department Director (by name), City of Denton, 901 Texas Street, Denton, Texas 76209. f. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of A:V or greater, in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. g. Any deductible or self insured retention in excess of $25,000.00 that would change or alter the requirements herein is subject to approval by the CITY in writing, if coverage is not provided on a first-dollar basis. The CITY, at it sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to the CITY. h. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the CITY as respects the PROJECT. i. The CITY shall be entitled, upon its request and without incurring expense, to review the ENGINEER's insurance policies including endorsements thereto and, at the CITY's discretion; the ENGINEER may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on a claims-made basis, shall contain a retroactive date coincident with or prior to the date of the AGREEMENT. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made. k. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the PROJECT until final payment and termination of any coverage required to be maintained after final payments. l. The CITY shall not be responsible for the direct payment of any insurance premiums required by this AGREEMENT. m. Sub consultants and subcontractors to/of the ENGINEER shall be required by the ENGINEER to maintain the same or reasonably equivalent insurance coverage as required for the ENGINEER. When DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 9 of 19 sub consultants/subcontractors maintain insurance coverage, ENGINEER shall provide CITY with documentation thereof on a certificate of insurance. K. Independent Consultant The ENGINEER agrees to perform all services as an independent consultant and not as a subcontractor, agent, or employee of the CITY. The doctrine of respondeat superior shall not apply. L. Disclosure The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this AGREEMENT and prior to final payment under the AGREEMENT. M. Asbestos or Hazardous Substances (1) If asbestos or hazardous substances in any form are encountered or suspected, the ENGINEER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) If asbestos or other hazardous substances are suspected, the CITY may request the ENGINEER to assist in obtaining the services of a qualified subcontractor to manage the remediation activities of the PROJECT. N. Permitting Authorities - Design Changes If permitting authorities require design changes so as to comply with published design criteria and/or current engineering practice standards which the ENGINEER should have been aware of at the time this AGREEMENT was executed, the ENGINEER shall revise plans and specifications, as required, at its own cost and expense. However, if design changes are required due to the changes in the permitting authorities' published design criteria and/or practice standards criteria which are published after the date of this AGREEMENT which the ENGINEER could not have been reasonably aware of, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT. O. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed per DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 10 of 19 Attachment A to this AGREEMENT. P. Equal Opportunity (1) Equal Employment Opportunity: ENGINEER and ENGINEER’s agents shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this AGREEMENT. (2) Americans with Disabilities Act (ADA) Compliance: ENGINEER and ENGINEER’s agents shall not engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. SECTION 5 Obligations of the City A. City-Furnished Data ENGINEER may rely upon the accuracy, timeliness, and completeness of the information provided by the CITY. B. Access to Facilities and Property The CITY will make its facilities accessible to the ENGINEER as required for the ENGINEER's performance of its services. The CITY will perform, at no cost to the ENGINEER, such tests of equipment, machinery, pipelines, and other components of the CITY's facilities as may be required in connection with the ENGINEER's services. The CITY will be responsible for all acts of the CITY's personnel. C. Advertisements, Permits, and Access Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities; and land, easements, rights-of-way, and access necessary for the ENGINEER's services or PROJECT construction. D. Timely Review The CITY will examine the ENGINEER's studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as the CITY deems appropriate; and render in writing decisions required by the CITY in a timely DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 11 of 19 manner in accordance with the PROJECT schedule prepared in accordance with Attachment A. E. Prompt Notice The CITY will give prompt written notice to the ENGINEER whenever CITY observes or becomes aware of any development that affects the scope or timing of the ENGINEER's services or of any defect in the work of the ENGINEER or construction contractors. F. Asbestos or Hazardous Substances Release. (1) CITY acknowledges ENGINEER will perform part of the work at CITY's facilities that may contain hazardous materials, including asbestos containing materials, or conditions, and that ENGINEER had no prior role in the generation, treatment, storage, or disposition of such materials. In consideration of the associated risks that may give rise to claims by third parties or employees of City, City hereby releases ENGINEER from any damage or liability related to the presence of such materials. Anything herein to the contrary notwithstanding, title to, ownership of, and legal responsibility and liability for any and all such hazardous materials shall at all times remain with Client. (2) The release required above shall not apply in the event the discharge, release or escape of hazardous substances, contaminants, or asbestos is a result of ENGINEER’s sole negligence or if ENGINEER brings such hazardous substance, contaminant or asbestos onto the PROJECT. G. Contractor Indemnification and Claims The CITY agrees to include in all construction contracts the provisions of Article IV.E. regarding the ENGINEER's Personnel at Construction Site, and provisions providing for contractor indemnification of the CITY and the ENGINEER for contractor's negligence. H. Contractor Claims and Third-Party Beneficiaries (1) The CITY agrees to include the following clause in all contracts with construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materials suppliers on the PROJECT, or their sureties, shall maintain no direct action against the ENGINEER, its officers, employees, and subcontractors, for any claim arising out of, in connection with, or resulting from the engineering services performed. Only the CITY will be the beneficiary of any undertaking by the ENGINEER." (2) This AGREEMENT gives no rights or benefits to anyone other than the CITY DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 12 of 19 and the ENGINEER and there are no third-party beneficiaries. (3) The CITY will include in each agreement it enters into with any other entity or person regarding the PROJECT a provision that such entity or person shall have no third-party beneficiary rights under this AGREEMENT. (4) Nothing contained in this Section H. shall be construed as a waiver of any right the CITY has to bring a claim against ENGINEER. I. CITY's Insurance (1) The CITY may maintain property insurance on certain pre-existing structures associated with the PROJECT. (2) The CITY may secure Builders Risk/Installation insurance at the replacement cost value of the PROJECT. The CITY may provide ENGINEER a copy of the policy or documentation of such on a certificate of insurance. J. Litigation Assistance The Scope of Services does not include costs of the ENGINEER for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. In the event CITY requests such services of the ENGINEER, this AGREEMENT shall be amended or a separate agreement will be negotiated between the parties. K. Changes The CITY may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect the ENGINEER's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT with appropriate CITY approval. L. 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. DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 13 of 19 B. To the fullest extent permitted by law, and notwithstanding any other provision of this Agreement, the total liability, in the aggregate, of ENGINEER and ENGINEER's officers, directors, members, partners, agents, employees, and consultants, to CITY and anyone claiming by, through, or under CITY 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 professional errors or omissions, strict liability, breach of contract, indemnity obligations, or warranty express or implied of ENGINEER or ENGINEER's officers, directors, members, partners, agents, employees, or consultants, shall not exceed the total compensation received by ENGINEER under this Agreement, or $5,000,000, whichever sum is greater. SECTION 6 General Legal Provisions A. Authorization to Proceed ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of a written Notice to Proceed from the CITY. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of the ENGINEER, whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by the CITY or by others acting through or on behalf of the CITY of any such instruments of service without the written permission of the ENGINEER will be at the CITY's sole risk. The CITY shall own the final designs, drawings, specifications and documents. C. Force Majeure The ENGINEER is not responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the ENGINEER that prevent ENGINEER’s performance of its obligations hereunder. D. Termination (1) This AGREEMENT may be terminated: a. by the City for its convenience upon 30 days' written notice to ENGINEER. b. by either the CITY or the ENGINEER for cause if either party fails substantially to perform through no fault of the other and the DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 14 of 19 nonperforming party does not commence correction of such nonperformance within 5 days’ written notice or thereafter fails to diligently complete the correction. (2) If this AGREEMENT is terminated for the convenience of the City, the ENGINEER will be paid for termination expenses as follows: a. Cost of reproduction of partial or complete studies, plans, specifications or other forms of ENGINEER'S work product; b. Out-of-pocket expenses for purchasing electronic data files and other data storage supplies or services; c. The time requirements for the ENGINEER'S personnel to document the work underway at the time of the CITY'S termination for convenience so that the work effort is suitable for long time storage. (3) Prior to proceeding with termination services, the ENGINEER will submit to the CITY an itemized statement of all termination expenses. The CITY'S approval will be obtained in writing prior to proceeding with termination services. E. Suspension, Delay, or Interruption to Work The CITY may suspend, delay, or interrupt the services of the ENGINEER for the convenience of the CITY. In the event of such suspension, delay, or interruption, an equitable adjustment in the PROJECT's schedule, commitment and cost of the ENGINEER's personnel and subcontractors, and ENGINEER's compensation will be made. F. Indemnification IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904, THE ENGINEER SHALL INDEMNIFY OR HOLD HARMLESS THE CITY AGAINST LIABILITY FOR ANY DAMAGE COMMITTED BY THE ENGINEER OR ENGINEER’S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE ENGINEER 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. CITY IS ENTITLED TO RECOVER ITS REASONABLE ATTORNEY’S FEES IN PROPORTION TO THE ENGINEER’S LIABILITY. G. Assignment Neither party shall assign all or any part of this AGREEMENT without the prior written consent of the other party. DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 15 of 19 H. Jurisdiction The law of the State of Texas shall govern the validity of this AGREEMENT, its interpretation and performance, and any other claims related to it. The venue for any litigation related to this AGREEMENT shall be Denton County, Texas. I. Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Sections 5.F., 6.B., 6.D., 6.F., 6.H., and 6.I. shall survive termination of this AGREEMENT for any cause. J. Observe and Comply ENGINEER shall at all times observe and comply with all federal and State laws and regulations and with all City 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. ENGINEER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS CITY 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. K. Immigration Nationality Act ENGINEER 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 CITY, ENGINEER shall provide CITY with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this AGREEMENT. ENGINEER 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 ENGINEER employee who is not legally eligible to perform such services. ENGINEER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY ENGINEER, ENGINEER’S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. CITY, upon written notice to ENGINEER, shall have the right to immediately terminate this AGREEMENT for violations of this provision by ENGINEER. L. Prohibition On Contracts With Companies Boycotting Israel Engineer acknowledges that in accordance with Chapter 2271 of the Texas DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 16 of 19 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, Engineer certifies that Engineer’s signature provides written verification to the City that Engineer: (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. M. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Engineer certifies that Engineer’s signature provides written verification to the City that Engineer, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. N. Prohibition on Contracts with Companies Boycotting Certain Energy Companies Engineer acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By signing this agreement, Engineer certifies that Engineer’s signature provides written verification to the City that Engineer: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. O. Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade Associations Engineer acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 17 of 19 the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this agreement, Engineer certifies that Engineer’s signature provides written verification to the City that Engineer: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. Failure to meet or maintain the requirements under this provision will be considered a material breach. P. Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Engineer is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. Q. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. R. Agreement Documents This AGREEMENT, including its attachments and schedules, constitutes the entire AGREEMENT, which supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. This AGREEMENT may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. The following attachments and schedules are hereby made a part of this AGREEMENT: DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 18 of 19 Attachment A - Scope of Services, Compensation, Project Schedule, Location Map These documents make up the AGREEMENT documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the AGREEMENT documents, the inconsistency or conflict shall be resolved by giving precedence first to the written AGREEMENT then to the AGREEMENT documents in the order in which they are listed above. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. Duly executed by each party’s designated representative to be effective on _____________________________. BY: CITY OF DENTON, TEXAS BY: ENGINEER Sara Hensley, City Manager Black & Veatch Corporation Name:_______________________ Title:_________________________ JRL Date: ____________________________ 2022-949134 ________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 11/21/2022 Christopher C. Hueste Associate Vice President 12/13/2022 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 19 of 19 ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ 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: _______________________________ DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 11/21/2022 Electric DME General Manager PROPOSAL FOR OCTOBER 11, 2022 Winterization Project PROPRIETARY AND CONFIDENTIAL ATTACHMENT A DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 Black & Veatch Corporation 166 Century Square, College Station, TX 77840 P +1 979-314-2248 | E HuesteCC@bv.com October 11, 2022 Terry Naulty Assistant General Manager, Denton Municipal Electric 1659 Spencer Rd. Denton, TX 76205 Subject: Black & Veatch Proposal - Winterization at DEC Project – Different Glycol Mixes Detailed Design & Construction Specification Dear Terry: Black & Veatch is pleased to submit this proposal to the Denton Municipal Electric (DME) to provide support for the detailed design as a follow-up to the Winterization study. Please note, 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. Furthermore, we recently assigned myself (Chris Hueste), Black & Veatch officer – Associate Vice President as Project Director to the overall City of Denton as a client to Black & Veatch, alongside Rafat Elahi as the Client Account Manager. Both Chris and Rafat will visit you during the execution of this project to solicit feedback on the performance of our team. 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 Steven Baker (Tel: 713-275-2843, email: BakerSA@bv.com) or me at Tel: 979- 314-2248, email: huestecc@bv.com. Very truly yours, BLACK & VEATCH CORPORATION Chris Hueste Associate Vice President & Project Director DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 BV.COM BLACK & VEATCH | TABLE OF CONTENTS i Table of Contents 1.0 EXECUTIVE SUMMARY .............................................................................................. 1 Background ....................................................................................................................................... 1 2.0 PROJECT APPROACH ................................................................................................. 2 Project Management ........................................................................................................................ 2 Task 1 - Kickoff Meeting/Design Basis .............................................................................................. 2 Task 2 – Detailed Design and SPecifications ..................................................................................... 3 Task 3 – Installation Support and As-Builts ....................................................................................... 4 Assumptions and Clarifications ......................................................................................................... 4 Deliverables ...................................................................................................................................... 5 3.0 PROJECT SCHEDULE ................................................................................................... 6 4.0 PROJECT TEAM .......................................................................................................... 7 Project Organization ......................................................................................................................... 7 5.0 COMMERCIAL TERMS ................................................................................................ 9 Contract Terms & Conditions ........................................................................................................... 9 Pricing ............................................................................................................................................... 9 Schedule of Rates ............................................................................................................................. 9 APPENDIX A. 2022 BILLING RATES AND EXPENSE SCHEDULE ........................................ 10 DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 BV.COM BLACK & VEATCH | EXECUTIVE SUMMARY 1 1.0 Executive Summary Black & Veatch was requested to perform detailed design as a follow-up to the winterization study on the Denton Energy Center (DEC). Of the various proposed options, Denton Municipal Electric (DME) elected to proceed with the concept of using different winter and summer glycol mixes and requested us to proceed with detailed design. BACKGROUND The generating capability of the DEC depends on the reliability of 60 large radiator banks which consist of thin copper tubes running through arrays of thin aluminum fins. These radiators are specially designed to reject heat to the environment extremely well, which means during a cold weather event they cool down quickly and also cool the contents in their tubes quickly. The original system design provided freeze protection down to 20°F by using a 19% solution of monopropylene glycol and water as coolant. While freeze protection down to 20°F may be sufficient for most historic winters at the DEC, winter storm Uri in 2021 demonstrated that this level of freeze protection is insufficient for extreme weather events outside of the normal. During winter storm Uri, the ambient air temperature dropped below freezing for almost 11 days straight and below 20°F for over 5 days. The minimum temperature reached during this event was -6°F. In the middle of this extreme cold weather period, the natural gas pressure to the site dropped too low to sustain generation. With the engines not running and maintaining adequate heat to the glycol, this event proved cold enough and long enough in duration to freeze the coolant in the radiators, which initiated leaks at the tube headers from ballooning tubes. The radiators had to thaw before engines could be operated again, and leaking radiators had to be isolated from service. Subsequent costly repairs were also required to return the damaged radiators to service. DME has received recommendations to provide protection of the radiators down to a minimum ambient temperature of -10°F. DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 BV.COM BLACK & VEATCH | PROJECT APPROACH 2 2.0 Project Approach Black & Veatch team agrees with the detailed scope of work provided as follows: To ensure the operation of the Denton Energy Center during a cold weather event, a 40% percentage glycol mix would only be needed during the winter. During the summer a mix with a lower glycol percentage (or no glycol) could be used. The mix not in use could be stored in a tank until needed again the next year. The total volume of coolant in all engines, radiators, and piping is approximately 46,000 gallons. Two storage tanks of approximately 60,000 gallon capacity would be required, one to store the winter mix and one to store the summer mix. A third tank could also be installed to serve as a waste tank, where contaminated coolant could be drained and stored for later disposal. The tank for storing summer mix would be insulated and heated to ensure the tank contents would not freeze during a severe cold weather event. Due to the insulation on the tank and thermal mass of the stored mix and latent heat of the fluid, it would take a significant amount of time to freeze the tank contents even at a very low ambient temperature. Hence, the tank heater would not likely be required to operate very frequently. At a continuous ambient temperature of -10°F and a starting tank temperature of 40°F, it is estimated to require over 6 days to cool the tank contents down to the freezing point of 20°F, and another 12 days to freeze 25% of the contents. The tank heater would be set to maintain the tank contents above the freezing point. The waste tank would also be insulated and have a tank heater to prevent freezing of its contents. The three new storage tanks could potentially be located adjacent to the lube oil tanks. Piping could be run to the oil/ammonia unloading area to allow adding glycol unloading or draining at the same location. A concrete pad foundation would be installed under the tanks with a concrete containment berm around the tanks. The following describes the methodology that Black & Veatch will use to complete the project scope. PROJECT MANAGEMENT Starting during the engineering phase of the project, Black & Veatch will facilitate periodic teleconferences to discuss progress and schedule. These update teleconference meetings will be held as needed throughout the duration of the project. An Action Item List will be developed and maintained to track and document issues and resolutions. Black & Veatch will develop a Level 1 Schedule for the project’s engineering activities, based on a phased approach to project implementation. TASK 1 - KICKOFF MEETING/DESIGN BASIS Black & Veatch will host a web conference to introduce key team members, review scope of work and schedule, discuss DME’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. DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 BV.COM BLACK & VEATCH | PROJECT APPROACH 3 We will issue a suggested meeting agenda prior to the meeting for DME to consider and update. Requested Drawings  Plant layout and GAs  Underground drawings  Existing civil/structural drawings for the area  Electrical drawings (MCC one lines, wiring drawings, etc.)  Circuit schedule  Panel schedule  Logic drawings, schematics, and control documents  Mechanical plan (design lists, piping plan and detailed drawings)  System Description Instructions  Geotech information for foundation design  Updated P&IDs  Logics and screenshots A portion of this data request has already been obtained by Black & Veatch during the study. Black & Veatch will work closely with DME for pertinent additional data required to complete detailed design. Site Visit A team of two Black & Veatch professionals (mechanical and electrical leads) will travel to the site to discuss in detail the Winterization Project. 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. During our walk-down, we will inspect the designated space for clearance, review interface points, such as for piping and electrical interfaces, take photos of equipment that will be impacted, interview site professionals, capture O&M considerations from plant personnel, collect missing drawings, etc. A brief meeting will be conducted at the end of the walk-down to summarize the interfaces, preliminary locations, and discuss any unanticipated findings. Following the completed walk-down and major design criteria discussions, Black & Veatch will summarize decision making into a Design Basis Memorandum for submittal to DME. This document will form the basis for the design including summary of existing drawings to be revised/referenced, assumptions, waste tank justification, final locations, interconnections, equipment sizing, insulation/heating criteria, etc. TASK 2 – DETAILED DESIGN AND SPECIFICATIONS Black & Veatch will prepare technical sections for the Furnish and Install Construction bid package(s). During the site visit, Black & Veatch will coordinate with DME on the schedule advantages for a separate Furnish and Erect Tank Fabrication bid package if allowed with DME’s projected procurement process. To the extent practical, technical specifications will be included as data sheet summaries for equipment and specified on the drawings rather than as a separate document. Where stand-alone technical specification sections are required, they will be developed and incorporated with the Statement of Work document(s). The Statement of Works will be a scoping document defining the responsibilities of the contractor, including data submittal requirements. It will include a Division of Work Matrix ensuring that responsibility for all aspects of the work is assigned and documented. The technical specification DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 BV.COM BLACK & VEATCH | PROJECT APPROACH 4 document(s) and the drawings will be assembled into a single package or two packages as agreed upon and submitted to DME for review. Questions or comments from DME on the draft Bid Package will be resolved via e-mail or teleconference. Black & Veatch will finalize the technical Bid Package documents for issue by DME with their commercial documents. During the bid period Black & Veatch will be available to answer bidder questions and prepare any technical addenda that might be required. Once bids are received, Black & Veatch will perform a technical evaluation of the bids and submit recommendations for award to DME for their consideration. It is anticipated that DME will complete the commercial evaluation of the bids. This task includes allocation for one additional site visit with two Black & Veatch professionals to visit the site for two days. This trip is anticipated for confirmation of pipe routing, structural support review, and/or E/C routing. TASK 3 – INSTALLATION SUPPORT AND AS-BUILTS During construction the Black & Veatch engineering office will continue shop drawing reviews, answer RFIs, and provide technical home office support for field alterations found to be necessary. Upon completion of the work, Black & Veatch will incorporate as-built information collected by the contractor onto the appropriate design drawings, such as P&IDs and wiring diagrams, and submit them to DME for their records. ASSUMPTIONS AND CLARIFICATIONS  At this time, following award, 100 hours have been allocated for general support including primarily shop drawing reviews and technical RFI responding support. Black & Veatch can provide an option price if additional support is requested for complete progress monitoring of procurement or construction activities.  It is assumed that no underground utilities will need to be relocated in the new glycol tank area.  We are assuming that piling will not be required for the tank foundation and containment. Hours have not been included for site piling design or piling contractor. It is assumed that geotech information for the glycol tank area is available for review. If required, Black & Veatch can perform this work as additional scope.  At present, we are expecting the contractor to submit as-builts redline marks for any modifications from the Approved for Construction drawings for Black & Veatch to update drawings to as-builts; however, if DME desires, Black & Veatch can perform this work as additional scope.  Local control panel is not envisioned. All control and monitoring to be from existing plant control system. Black & Veatch will submit I/O list and control write-up for plant technician to develop the programming. If requested by DEC, we can perform programming, testing and commissioning for as additional scope.  Existing plant MCC is assumed to have spare section and / or buckets with the right starter to interface new low voltage loads. DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 BV.COM BLACK & VEATCH | PROJECT APPROACH 5 DELIVERABLES  Design Basis  Level 1 Project Schedule  System Description Instructions  Updated P&IDs  Piping plan construction drawings  Electrical plan construction drawings  Updated wiring drawings  Updated schematics  Equipment data sheets (pump/motor, tanks, heater, valves and instruments)  Controls philosophy, drawings, and procedures to be integrated with the DEC DCS (programming and logics by others). Black & Veatch can perform programming and logics as additional scope.  Civil/Structural foundation construction drawings  Updated GAs  Updated design lists  Furnish and Erect Tank Fabrication Specification, if agreed upon to separate, including: · Technical specifications/data sheets · Statement of Work · Division of Matrix  Furnish and Install Construction Specification, including: · Fabrication & installation documents as listed above · Statement of Work · Division of Work Matrix  Contractor recommendation (Bid tab)  Record (as-built) drawings DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 BV.COM BLACK & VEATCH | PROJECT SCHEDULE 6 3.0 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 Kick-off Call 1 Week from NTP Site Visit 2 weeks after receipt of drawings (relying on confirmation of visitation schedule) Design Basis (Site visit findings memorandum and project design criteria) 2 weeks after site visit Deliverables – Initial Issue for client comments 12 weeks after site visit Deliverables – Final Issue 4 weeks after receipt of client comments Contractor Bid Recommendations (Evaluation complete) 4-6 weeks after receipt of completed bids (assume 2-3 bidders) Bid issued to client contractors As per Owner’s schedule DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 BV.COM BLACK & VEATCH | PROJECT TEAM 7 4.0 Project Team PROJECT ORGANIZATION The following project personnel will provide key contributions to the overall success of this project. Project Director, Chris Hueste, TX P.E. Chris Hueste serves as Project Director for all City of Denton Projects. He is an officer at Black & Veatch and will bring the right leverage of Black & Veatch organization to the benefit of DEC. Chris will visit you in person during the course of the project to solicit feedback on our performance. Project Manager, Steven Baker, TX P.E. Steven A. Baker is a Project Manager within Black & Veatch’s Power business in 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. Steven has prior experience with DEC and understands the client expectations. Assistant Project Manager, Brian Egbert Brian Egbert is an experienced Mechanical Engineer and has good experience with similar work in industrial settings. His past experience with Black & Veatch was as a Piping and Mechanical Engineer supporting Power and Energy projects. Lead Electrical Engineer, Carlos Munoz, TX P.E. Carlos has experience providing electrical engineering design and support for high voltage substations, power system retrofits, process improvement projects at hydro power plants, manufacturing plants and coal-fired power plants. He has experience in power generation systems analysis, fault calculations, modeling, and protective relaying files setting design and implementation. DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 BV.COM BLACK & VEATCH | PROJECT TEAM 8 Lead Civil/Structural Engineer, Nathan Kaiser, TX P.E. Nathan Kaiser is a civil/structural project discipline engineer (PDE) assigned to the Energy projects at Black & Veatch. He has experience as a structural design engineer, with a strong emphasis on retrofits of existing power plants. He has managed design teams, administered design, procurement and erection contracts, managed civil/structural project schedules and budgets, and developed estimates for project proposals. He has developed several guide specifications and civil/structural department design templates. DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 BV.COM BLACK & VEATCH | COMMERCIAL TERMS 9 5.0 Commercial Terms 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 Agreement between the City of Denton and Black & Veatch Corporation dated January 19, 2022 (File 7804-001). Black & Veatch’s proposal is valid for 60 days from the submittal date. PRICING Black & Veatch will provide the services defined in this proposal on a Time and Material (T&M) basis for an estimated price of $199,000. 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 Electrical/Control Deliverables $49,000 Mechanical Deliverables $51,000 Civil/Structural Deliverables $22,000 Tanks Furnish & Erect Specification $14,000 Furnish and Install Construction Specification, Evaluation, Bid Submittal Reviews, and Construction Home Office Support $63,000 Total $199,000 SCHEDULE OF RATES We have provided a copy of Black & Veatch’s 2022 Billing Rates and Expense Schedule in Appendix A (version dated 12/17/2021). DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 BV.COM BLACK & VEATCH | APPENDIX A 10 Appendix A. 2022 Billing Rates and Expense Schedule DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 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: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 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 $418.00 Professionals who provide strategic consulting services with respect to planning, management, market assessment, and other specialty consulting services. Project accounting, financial reporting, planning & analysis, accounting operations, and tax. Professionals who assess the cost related to projects to assist with the preparation of proposals. Specialist staff who provide quality analysis/quality control, business analysis and related services. Project managers and project directors. Professionals who track the cost associated with a project and perform planning and scheduling functions related to projects. Professionals who secure and administer the purchase of goods, commodities, and services. Page 2 12/17/2021 2022 Home Office Rates - File:13.25 Copyright Black & Veatch 2021. All Rights Reserved. City of Denton DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 Calendar Year 2022 HOURLY BILLING RATES (see Client Billings and Notes) Salary Plan/Description/Grade/Hourly Billing Rate ($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: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 PROPOSAL FOR OCTOBER 7, 2022 RFP for Firm Winter Gas Supplies PROPRIETARY AND CONFIDENTIAL DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 Black & Veatch Corporation 166 Century Square, College Station, TX 77840 P +1 979-314-2248 | E HuesteCC@bv.com October 7, 2022 Terry Naulty Assistant General Manager, Denton Municipal Electric 1659 Spencer Rd. Denton, TX 76205 Subject: Black & Veatch Proposal for RFP for Winter Firm Gas Supplies Dear Terry: Black & Veatch is pleased to submit this proposal to the City of Denton to provide support its desire to conduct an RFP for Winter Firm Gas supplies. Black & Veatch has extensive expertise conducting gas supply RFPs and providing an independent evaluation report to support the recommendation. · We have conducted numerous gas supply RFP in ERCOT, WECC and other markets, for various power generators looking to acquire firm gas transportation and gas supplies. · 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 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 Steven Baker (Tel: 713-275-2843, email: BakerSA@bv.com) or me at Tel: 979- 314-2248, email: huestecc@bv.com. Very truly yours, BLACK & VEATCH CORPORATION Chris Hueste Associate Vice President & Project Director DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 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: Draft Request for Proposal (RFP For Firm Winter Gas Supplies) ................................... 1 1.3 Task 2: Solicit Interest and Manage RFP Process ...................................................................... 1 1.4 Task 3: Evaluation of RFP Responses ........................................................................................ 1 1.5 Task 4: Draft and FInal Report .................................................................................................. 1 1.6 Assumptions and Clarifications ................................................................................................. 2 2.0 PROJECT SCHEDULE ................................................................................................... 3 3.0 PROJECT TEAM .......................................................................................................... 4 3.1 Project Organization ................................................................................................................. 4 3.2 Key Team Professionals’ Experience Summaries ...................................................................... 4 4.0 COMMERCIAL TERMS ................................................................................................ 5 4.1 Contract Terms & Conditions ................................................................................................... 5 4.2 Pricing ....................................................................................................................................... 5 4.3 Schedule of Rates ..................................................................................................................... 5 APPENDIX A. 2022 BILLING RATES AND EXPENSE SCHEDULE .......................................... 6 DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 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. 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. Black & Veatch 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. 1.2 TASK 1: DRAFT REQUEST FOR PROPOSAL (RFP FOR FIRM WINTER GAS SUPPLIES) Black & Veatch will prepare a draft RFP for firm winter gas supplies that meets the City of Denton requirements. Black & Veatch will look to minimizing basis risks, credit requirement, potential mismatch between transportation and power sales obligations, and other requires. Upon project kickoff, Consultant will request and review the existing supply, transportation, and other relevant documents. Consultant will interact with Client for comments and feedbacks before finalizing the RFP. 1.3 TASK 2: SOLICIT INTEREST AND MANAGE RFP PROCESS In cooperation with the City of Denton, Black & Veatch will develop the list for potential counterparties, gather interest, address follow-up questions, arrange for meeting as needed, and manage the RFP schedule to meet the Client’s timeline. Black & Veatch will review the potential list of counterparties with the City of Denton and incorporate any feedback or known interested parties. 1.4 TASK 3: EVALUATION OF RFP RESPONSES Black & Veatch will work with the City of Denton to develop an evaluation criteria and a financial model to compare and contrast the RFP responses. Based on the evaluation criteria, Black & Veatch will rank the RFP responses and provide a recommendation to the City of Denton. Black & Veatch will rely upon our EMP for regional gas prices/basis to compare the RFP responses to our independent long-term view of potential upstream supply costs and delivered costs to the power plant. This will provide an independent assessment to understand the projected cost to the City of Denton. 1.5 TASK 4: DRAFT AND FINAL REPORT Black & Veatch will prepare a draft and final 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 the RFP approach, methodology, evaluation process. The City of DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 BV.COM BLACK & VEATCH | PROJECT APPROACH 2 Denton 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. 1.6 ASSUMPTIONS AND CLARIFICATIONS · Bi-Weekly conference calls will be conducted throughout this project to coordinate overall progress. DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 BV.COM BLACK & VEATCH | PROJECT SCHEDULE 3 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 Oct 21,2022 Task 1: Draft RFP Nov 4, 2022 Task 2: Solicit Interest and Manage RFP Process Dec 1, 2022 Task 3: Evaluation of RFP Responses Jan 16, 2023 Task 4: Draft Report Feb 3, 2023 Final Report 1 Week After Draft Comments Received DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 BV.COM BLACK & VEATCH | PROJECT TEAM 4 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. 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, Dr. Hua Fang Dr. Fang has led many engagements in assessing the market value of natural gas mid- stream infrastructure assets, such as natural gas pipelines, utilities, storage facilities and LNG terminals. She has led several due diligence projects, including transactions on Rockies Express Pipeline, PGW and the Southern Star Central pipeline. She is an expert on projecting natural gas fundamental market trends, by modeling the interaction of natural gas market components, including production, demand, and pipeline infrastructure and LNG imports. Dr. Fang also was the lead author of reports assessing the market and economic impacts of the proposed Atlantic Coast Pipeline, Northeast Energy Direct pipeline, Access Northeast pipeline out of the Marcellus/Utica shale area. PROJECT MANAGER, 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. DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 BV.COM BLACK & VEATCH | COMMERCIAL TERMS 5 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 Agreement between the City of Denton and Black & Veatch Corporation dated January 19, 2022 (File 7804-001). Black & Veatch’s proposal is valid for 60 days from the submittal date. 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 $58,000. 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: Draft RFP $15,000 Task 2: Solicit Interest and Manage RFP Process $12,000 Task 3: Evaluation of RFP Responses $11,000 Task 4: Draft/Final Report $20,000 Total $58,000 4.3 SCHEDULE OF RATES We have provided a copy of Black & Veatch’s 2022 Billing Rates and Expense Schedule in Appendix A (version dated 12/17/2021). DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 BV.COM BLACK & VEATCH | APPENDIX A 6 Appendix A. 2022 Billing Rates and Expense Schedule DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 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: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 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 $418.00 Professionals who provide strategic consulting services with respect to planning, management, market assessment, and other specialty consulting services. Project accounting, financial reporting, planning & analysis, accounting operations, and tax. Professionals who assess the cost related to projects to assist with the preparation of proposals. Specialist staff who provide quality analysis/quality control, business analysis and related services. Project managers and project directors. Professionals who track the cost associated with a project and perform planning and scheduling functions related to projects. Professionals who secure and administer the purchase of goods, commodities, and services. Page 2 12/17/2021 2022 Home Office Rates - File:13.25 Copyright Black & Veatch 2021. All Rights Reserved. City of Denton DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 Calendar Year 2022 HOURLY BILLING RATES (see Client Billings and Notes) Salary Plan/Description/Grade/Hourly Billing Rate ($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: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 BV.COM BLACK & VEATCH | APPENDIX A 7 © 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: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of Denton Ethics Code, Ordinance 18-757. By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 BLACK & VEATCH CORPORATION CIQ FORM X X 11/21/2022 X X CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code § 176.003(a)(2)(A) and (B): (A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 DocuSign Envelope ID: 1B0CCD00-B255-4256-A485-56B5AFB7F5E3 Certificate Of Completion Envelope Id: 1B0CCD00B2554256A48556B5AFB7F5E3 Status: Completed Subject: Please DocuSign: City Council Contract 7804-007 DEC Winterization Source Envelope: Document Pages: 51 Signatures: 6 Envelope Originator: Certificate Pages: 6 Initials: 1 Crystal Westbrook AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 crystal.westbrook@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 11/16/2022 4:56:47 PM Holder: Crystal Westbrook crystal.westbrook@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Crystal Westbrook crystal.westbrook@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 11/16/2022 4:57:20 PM Viewed: 11/16/2022 4:57:29 PM Signed: 11/16/2022 4:58:28 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: 198.49.140.10 Sent: 11/16/2022 4:58:32 PM Viewed: 11/17/2022 10:43:00 AM Signed: 11/17/2022 10:43:33 AM 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: 11/17/2022 10:43:37 AM Viewed: 11/18/2022 3:57:03 PM Signed: 11/18/2022 3:57:27 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Christopher C. Hueste HuesteCC@bv.com Associate Vice President Black & Veatch Corporation Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 207.237.191.130 Sent: 11/18/2022 3:57:31 PM Viewed: 11/21/2022 8:09:40 AM Signed: 11/21/2022 8:19:32 AM Electronic Record and Signature Disclosure: Accepted: 11/21/2022 8:09:40 AM ID: d8991784-b453-4d04-abb4-7083a7ca528c Signer Events Signature Timestamp Antonio Puente, Jr. antonio.puente@cityofdenton.com DME General Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 47.184.71.41 Signed using mobile Sent: 11/21/2022 8:19:37 AM Viewed: 11/21/2022 8:25:37 AM Signed: 11/21/2022 8:26:16 AM Electronic Record and Signature Disclosure: Accepted: 11/21/2022 8:25:37 AM ID: 511f33a6-5491-4f65-bf0c-163fc0430930 Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 11/21/2022 8:26:22 AM Viewed: 12/14/2022 8:52:44 AM Signed: 12/14/2022 8:52:58 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: 47.190.47.120 Signed using mobile Sent: 12/14/2022 8:53:03 AM Viewed: 12/14/2022 8:53:32 AM Signed: 12/14/2022 8:53:39 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: 12/14/2022 8:53:44 AM Viewed: 12/14/2022 10:44:59 AM Signed: 12/14/2022 10:45:36 AM Electronic Record and Signature Disclosure: Accepted: 12/14/2022 10:44:59 AM ID: d892a4eb-78b7-4eee-8657-8f283b0e2380 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: 11/16/2022 4:58:32 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: 11/21/2022 8:26:22 AM Viewed: 11/21/2022 10:04:01 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 12/14/2022 10:45:40 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cody Tenorio cody.tenorio@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 12/14/2022 10:45:43 AM Electronic Record and Signature Disclosure: Accepted: 12/1/2022 1:18:52 PM ID: e48dcadc-6ceb-47b5-8a5f-f652f9e1941a Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/16/2022 4:57:21 PM Certified Delivered Security Checked 12/14/2022 10:44:59 AM Signing Complete Security Checked 12/14/2022 10:45:36 AM Completed Security Checked 12/14/2022 10:45:43 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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All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Christopher C. Hueste, 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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