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8031-007 - Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance Docusign Envelope ID: CB8C17EA-BAA2-4ABA-8D94-1C46CA9EF7A8 PSA Christa Christian Not Applicable DISTRIBUTION DESIGN SERVICES 8031-007 DECEMBER 17, 2027 DECEMBER 17, 2024 24-2408 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 1 of 20 CITY OF DENTON, TEXAS STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONAL SERVICES FILE 8031-007 This AGREEMENT is between the City of Denton, a Texas home-rule municipality ("CITY"), and Burns & McDonnell Engineering Company, Inc. with its corporate office at 777 Main Street, Suite 2500, Fort Worth TX 76102, and authorized to do business in Texas, ("ENGINEER"), for a PROJECT generally described as: Distribution Design Services (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 $1,900,000.00 in the manner and in accordance with the fee schedule as set forth in Attachment B. 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, the AGREEMENT term will be three (3) years, effective from the notice to proceed as determined by the City of Denton Purchasing Department. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months, or 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. Docusign Envelope ID: CB8C17EA-BAA2-4ABA-8D94-1C46CA9EF7A8 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 2 of 20 SECTION 3 Terms of Payment Payments to the ENGINEER will be made as follows: 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 Docusign Envelope ID: CB8C17EA-BAA2-4ABA-8D94-1C46CA9EF7A8 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 3 of 20 circumstances and professional license; and (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer. If ENGINEER fails to meet the foregoing Standard of Care, ENGINEER will re-perform at its own cost, and without reimbursement from CITY, the professional services necessary to correct negligent errors and omissions which are caused by ENGINEER’s failure to comply with the above Standard of Care, and which are reported to ENGINEER within one year from the completion of ENGINEER’s professional services. This obligation to re-perform the professional services necessary to correct negligent errors and omissions which are caused by ENGINEER’s failure to comply with the above Standard of Care is ENGINEER’s sole obligation and CITY’s sole and exclusive remedy with respect to defects in the quality of ENGINEER’s professional services. 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. Docusign Envelope ID: CB8C17EA-BAA2-4ABA-8D94-1C46CA9EF7A8 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 4 of 20 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. Any and all deliverables are specifically prepared and intended to be utilized exclusively for the PROJECT and location contemplated under the Agreement. Any completion extension, or modification, by CITY or others without participation by ENGINEER, or written authorization by ENGINEER, or any reuse by CITY of ENGINEER’s deliverables other than for the specific purpose intended will be at CITY’s sole risk and without liability or legal exposure to ENGINEER. ENGINEER shall, at all times, retain ownership of ENGINEER’s intellectual property, computer programs and models, copyrights, trade secrets, patented, patent pending, or other patentable technology, processes, or business practices). 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 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 Docusign Envelope ID: CB8C17EA-BAA2-4ABA-8D94-1C46CA9EF7A8 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 5 of 20 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, 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. Docusign Envelope ID: CB8C17EA-BAA2-4ABA-8D94-1C46CA9EF7A8 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 6 of 20 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. Notwithstanding anything to the contrary herein, in no event shall CITY be entitled to audit the composition of any agreed upon fixed rates or percentage multipliers nor shall it be entitled to audit any rates, charges, costs, hours worked or expenses related to work performed on a lump sum or fixed price basis. (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 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/excess insurance with a limit of $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 Docusign Envelope ID: CB8C17EA-BAA2-4ABA-8D94-1C46CA9EF7A8 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 7 of 20 endorsement or a substitute providing equivalent coverage, and under the commercial umbrella/excess, if any. This insurance shall apply as primary insurance with respect to any other commercial general liability insurance or self-insurance programs maintained by the CITY. The Commercial General Liability insurance policy shall have no exclusions or endorsements that would remove coverage for: 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 officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella/excess liability insurance maintained in accordance with this AGREEMENT. b. Business Auto – the ENGINEER shall maintain business auto liability and, if necessary, commercial umbrella/excess liability insurance with a limit of $1,000,000 each accident. Such insurance shall cover liability caused by “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. i. ENGINEER waives all rights against the CITY and its officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella/excess 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/excess liability insurance with a limit of $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 by disease. i. ENGINEER waives all rights against the CITY and its 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/excess insurance obtained by ENGINEER pursuant to this AGREEMENT. d. Professional Liability – ENGINEER shall maintain professional liability, a claims-made policy, with a limit of $1,000,000.00 per claim and Docusign Envelope ID: CB8C17EA-BAA2-4ABA-8D94-1C46CA9EF7A8 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 8 of 20 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 3 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. The Commercial General Liability policy shall be endorsed to include 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, and volunteers as respects the contracted services. b. Certificate(s) of insurance shall document that insurance coverage specified in this AGREEMENT are provided under applicable policies documented thereon. c. Any failure on part of the CITY to attach the required insurance documentation hereto shall not constitute a waiver of the insurance requirements. d. A minimum of thirty (30) days notice of cancellation shall be provided to the CITY. ENGINEER shall provide CITY with notice of any change that reduces the insurance coverage below what is required herein. 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. e. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of A-:VII 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. f. The Commercial General Liability, Business Auto, and Workers’ Compensation policies shall each be endorsed with a waiver of subrogation in favor of the CITY as respects the PROJECT. g. The CITY shall be entitled, upon its request to review the ENGINEER’S Certificate of Insurance with relevant endorsements. h. 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 Docusign Envelope ID: CB8C17EA-BAA2-4ABA-8D94-1C46CA9EF7A8 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 9 of 20 state that the coverage is claims-made. i. 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. j. The CITY shall not be responsible for the direct payment of any insurance premiums required by this AGREEMENT. k. 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 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 Docusign Envelope ID: CB8C17EA-BAA2-4ABA-8D94-1C46CA9EF7A8 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 10 of 20 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 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 Docusign Envelope ID: CB8C17EA-BAA2-4ABA-8D94-1C46CA9EF7A8 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 11 of 20 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 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. (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 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. Docusign Envelope ID: CB8C17EA-BAA2-4ABA-8D94-1C46CA9EF7A8 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 12 of 20 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 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. (3) If the Project involves on-site construction, construction contractors shall be required to provide Owner’s Protective Liability Insurance naming CITY as a Named Insured and ENGINEER as an Additional Insured or to endorse CITY and ENGINEER using ISO forms CG 20 10 0704 & CG 20 37 0704 endorsements or their equivalents as Additional Insureds on all construction contractor's liability insurance policies covering claims for personal injuries and property damage in at least the amounts required of ENGINEER in Section 4.J. above. Construction contractors shall be required to provide certificates evidencing such insurance to CITY and ENGINEER. (4) CITY and ENGINEER release each other and waive all rights of subrogation against each other and their officers, directors, agents, or employees for damage covered by property insurance and self-insurance during and after the completion of ENGINEER's services. A provision similar to this shall be incorporated into all construction contracts entered into by CITY, and all Docusign Envelope ID: CB8C17EA-BAA2-4ABA-8D94-1C46CA9EF7A8 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 13 of 20 construction contractors shall be required to provide additional insured coverage and waivers of subrogation in favor of CITY and ENGINEER for damage covered by any construction contractor's policies of insurance may maintain property insurance on certain pre-existing structures associated with the PROJECT. 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. 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 Docusign Envelope ID: CB8C17EA-BAA2-4ABA-8D94-1C46CA9EF7A8 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 14 of 20 (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 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 Docusign Envelope ID: CB8C17EA-BAA2-4ABA-8D94-1C46CA9EF7A8 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 15 of 20 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. 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 Docusign Envelope ID: CB8C17EA-BAA2-4ABA-8D94-1C46CA9EF7A8 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 16 of 20 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 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. Docusign Envelope ID: CB8C17EA-BAA2-4ABA-8D94-1C46CA9EF7A8 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 17 of 20 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 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 23-1165 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. Certificate of Interested Parties Electronic Filing Docusign Envelope ID: CB8C17EA-BAA2-4ABA-8D94-1C46CA9EF7A8 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 18 of 20 In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/filinginfo/1295/ 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 8031-007 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. S. 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: Attachment A - Scope of Services Attachment B - Compensation Rate Sheet 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 Docusign Envelope ID: CB8C17EA-BAA2-4ABA-8D94-1C46CA9EF7A8 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 19 of 20 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 the date subscribed by the City of Denton Purchasing Department Manager. P. Waiver of Consequential Damages/Limitation of Liability In no event shall ENGINEER or its subcontractors or subconsultants, of any tier, be liable in contract, tort, strict liability, warranty or otherwise, for any special, incidental, exemplary or consequential damages, such as, but not limited to, delay, disruption, loss of product, loss of anticipated profits or revenue, loss of use of the equipment or system, non- operation or increased expense of operation of other equipment or systems, cost of capital, or cost of purchase or replacement equipment, systems or power. In addition, to the fullest extent permissible by law, and notwithstanding any other provision of this Agreement or any work order, the total liability, in the aggregate, of ENGINEER, its officers, directors, shareholders, employees, agents, subcontractors and subconsultants, and any of them, to CITY and anyone claiming by, through or under CITY, for any and all claims, losses, liabilities, costs or damages whatsoever arising out of, resulting from or in any way related to the Services or this Agreement or any work order from any claim, including, but not limited to, tort claims, claims of negligence (of any degree), professional errors or omissions, breach of contract, breach of warranty, indemnity claims and strict liability of ENGINEER, its officers, directors, shareholders, employees, agents, subcontractors and subconsultants, and any of them, shall not exceed $1,900,000.00. BY: CITY OF DENTON, TEXAS BY: ENGINEER Sara Hensley, City Manager Burns & McDonnell Engineering Company, Inc Authorized Agent, Title Full Name: ________________________ __2024-___________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER Docusign Envelope ID: CB8C17EA-BAA2-4ABA-8D94-1C46CA9EF7A8 1238988 Scott Clark City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 20 of 20 ATTEST: LAUREN THODEN, 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: CB8C17EA-BAA2-4ABA-8D94-1C46CA9EF7A8 Electric 11/14/2024 Antonio Puente 8031-007 Scope of Work 1 CITY OF DENTON, TEXAS REQUEST FOR QUOTE/ESTIMATE FOR DISTRIBUTION DESIGN SERVICES GENERAL: The City of Denton, through Denton Municipal Electric’s (DME) Electric Engineering Division provides a diverse set of services including Planning, Design and Project Management, Operational Technology, Inspections, Construction and Material Standards, and other engineering services as required (inclusively known as the PROJECT) required to maintain high level of service quality and reliability for its customers. The Contractor shall provide a variety of distribution design services to support DME’s Electric Engineering in execution of the Project. Contractor shall render the following professional services through one or more personnel in connection with projects or tasks required and requested by DME Electric Engineering. DME retains the right of refusal for staffing or replacement for any proposed Contractor staff that assists or participates with delivering these RFQ engineering services. A. Distribution System Planning 1. Contractor shall assign a lead person, who is a subject matter expert with using Synergi Electric software. Synergi Electric software is used by DME for distribution electric system analysis and planning purposes. 2. Synergi compliant reporting and results 3. Maintain a load map based on known and anticipated revenue projects. 4. EV growth Studies 5. Solar Penetration Studies 6. Familiarity with developing and recommending distribution planning: a. Load forecasting and flow b. Capacitors c. System coordination (substation, feeder, branch) d. Circuit, conductor, and cable loading e. Feeder loading f. Planning for system expansion and service flexibility g. Contingency Planning (N-1 Scenarios) 7. Develop a Ten-year CIP plan for electric distribution system expansion and upgrades based on known criteria such as substations, feeder limitation, anticipated load growth and other inputs as determined by DME. 8. Contractor will attend scheduled meetings to provide status, final results, and receive new assignments. B. Distribution Design Provide design and project management services for distribution projects as identified by DME and as directed by the DME Division Engineering Manager or his assigns. The duties and responsibilities of the Project Representative may include any or all of the following: 1. Assist with easement acquisition, project design, estimating, surveying, line staking, construction drawings, material requirements summaries, project management and documentation, project close-out or any other action required through normal practices, etc. associated with any project assignments and related tasks. These designs may include TxDOT relocation agreements that require stamped drawings. 2. Survey Permission Docusign Envelope ID: CB8C17EA-BAA2-4ABA-8D94-1C46CA9EF7A8 ATTACHMENT A 8031-007 Scope of Work 2 a. Secure permission to conduct a civil survey on all parcels impacted by an assigned project. Survey permission will be secured in written form on a format acceptable and pre-approved by DME, Legal, and City ROW Department. b. Should survey permission be denied, Project Representative will submit necessary information to DME to support legal efforts to gain property access. 3. Respond to inquiries verbally and/or in writing within two business days. 4. Project Administration a. Maintain current status reports of all projects and project activities and provide weekly updates or as requested by DME. b. Participate in project review meetings as requested. c. Provide copies of all incoming and outgoing correspondence as generated if requested. d. Maintain copies of all correspondence and contacts. e. Update database(s) with current status information and documentation. 5. Permits: As needed, or when requested, the Project Representative will collect required data and information necessary to submit permits required by agencies. The agencies may include, but are not limited to; Texas Department of Transportation, City of Denton, Railroads, Denton County Transit Authority, Dallas Area Rapid Transit, etc. The permits will be completed on the form(s), and in the format, required by that agency. 6. Schedules: Keep DME management and supervision aware of ability to meet service schedules and information on why schedule may be delayed. 7. Conferences and Meetings: Attend and provide support for conferences and meetings, including open meetings or open houses, related to projects assigned to Project Representative. 8. Liaison: Attend meetings as directed. These meetings can include meetings with customers, DME engineering and technical staff, management, etc. 9. Seal: Project Representative must be able to personally, or gain from Contractor, the capability to properly seal, with a State of Texas Professional Engineering seal, any project design or document the Project Representative has developed as required by DME. 10. Review and seal distribution design plans developed by DME. C. Electric Distribution Construction Standards, Material Standards and Specifications: 1. Contractor will review current and proposed Construction Standards and develop Material Standards and specifications as requested by DME, and verify their compliance with current codes, standards, and other regulatory requirements. a. Construction Standards: Contractor will participate in meetings as necessary to discuss current and proposed new standards and materials and provide status reports to DME’s Construction Standards Committee related to the revision or preparation of construction standards for overhead, underground, metering, or any other task related to development and documentation of construction standards. 1. Contractor will meet as necessary with DME staff and make revisions needed to the Electric Construction Standards in AutoCAD. These revisions will be supplied to DME for review and completeness. Upon approval by DME’s Construction Standards Committee, Contractor will provide updated drawings and material lists to be placed in the standards books. Contractor will be responsible for keeping detailed notes related to changes and ensuring approval signatures from Construction, Maintenance, Metering, and Electric Engineering are included. 2. Develop sub-assembly drawings and material lists of all material used by DME Docusign Envelope ID: CB8C17EA-BAA2-4ABA-8D94-1C46CA9EF7A8 8031-007 Scope of Work 3 b. Material Standards: Contractor will work with DME Engineering to review and modify new and current material standards as requested by DME to assure they are in compliance with current codes and regulatory requirements and provide reports and recommendations to DME’s Construction Standards Committee. c. Material Specifications: Contractor is responsible for making any and all changes or corrections to DME’s Material specifications, in a format approved by DME, as directed by DME. Contractor will be responsible for keeping detailed notes related to changes and ensuring approval signatures from Construction, Maintenance, Metering, and Electric Engineering are included. d. Contractor will attend scheduled meetings as requested by DME to provide status, final results, and receive new assignments. D. Inspection Services: 1. Conformance to Construction Standards: Contractor shall provide personnel and equipment to inspect approximately 10 percent of new DME construction projects to verify and document conformance to new DME Construction Standards. Documentation shall identify items not conforming to the standards and determine whether it is the design or the construction that is not in conformance. Documentation shall include photo images of the non-conformance issues. 2. Thermal Inspections: The Contractor shall perform thermal inspections as requested. 3. Clearance Inspections per Texas House Bill HB4150: Contractor Shall provide personnel and equipment to provide clearance inspections as requested by DME to meet HB4150 requirements and ensure NESC compliance. Documentation shall identify items not conforming to the requirements and providing recommendations for corrective actions. Documentation shall include photo images of the non-compliance issues. The Contractor shall provide training on TX HB4150 as needed on a needed basis. 4. Drone Inspections: utilizing visual, thermal, LiDAR, or other sensors for aerial images of utility equipment. 5. Tagging pole hardware such as fuse ratings 6. Pole inspection and inventory: The Contractor shall provide personnel and equipment to inspect DME poles, equipment, and hardware as requested by DME to verify and document condition, location, foreign attachments, maintenance needs, or any other items deemed necessary by DME. Documentation shall include photo images of each field asset. 7. Other: Contractor Shall provide personnel and equipment to provide other inspection services deemed necessary by DME throughout the term of this contract. E. Distribution Operational Technology (OT): As DME moves its technology and distribution system towards automation, there may be opportunities where engineering input and support will be critical to the successful planning and implementation. The Contractor shall assist DME with: 1. OT System Road Map 2. IoT and related technologies 3. OT System Management (OTSM) with emphasis on the following: a. Insight into all hardware and software in the network to ensure vulnerabilities are identified quickly b. Properly updated and configured systems to reduce opportunities for cyberattacks c. Operationally efficient systems update to provide automation on key operational tasks Docusign Envelope ID: CB8C17EA-BAA2-4ABA-8D94-1C46CA9EF7A8 8031-007 Scope of Work 4 d. Consistent reporting and monitoring across IT and OT for simplified progress documentation e. Effective advanced security controls built with proper visibility and access to the underlying endpoints and network data f. Assist DME to develop workflows, practices, and policies of organizational tasks including development of a responsibility matrix. g. Establish policies and procedures that match the specific OT environment for the organization. h. Develop DME’s talent and workforce (the personnel responsible for OTSM, techs and local IT staff). i. Identify relevant tools and automation. j. Align leadership on priorities. k. OT data management 4. Assist DME with vetting of potential software and hardware related to operational technologies from an engineering aspect. 5. Help identify and document potential integration points and procedures to minimize integrations between existing City/DME and OT Systems. 6. The Contractor may be required to attend scheduled meetings to provide status, results, and receive new assignments. F. Additional Services: Additional services to be performed by Contractor, if specifically authorized in writing by DME, which are not included in the above-described Basic Services, are described as follows: 1. Preparing data and reports for assistance to DME in preparation for hearings before regulatory agencies, courts, arbitration panels or any other mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration pane or mediator unless such litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings or hearings are caused by actions or negligence of Contractor or one of its sub-consultants. 2. Assist DME in documenting Standard Operating Procedures (SOPs) 3. Assisting DME in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceeding in the defense of prosecution of claims disputes with Contractor (s) unless such litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in defense or prosecution of claims disputes with Contractor (s) are caused by actions or negligence of Contractor or one of its sub-consultants. 4. Assisting DME in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this AGREEMENT unless such litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor (s) are caused by actions or negligence of Contractor or one of its sub-consultants. Such services, if any, shall be furnished by Contractor on a fee basis negotiated by the respective parties outside of and in addition to this AGREEMENT. 5. Prepare interconnection studies for distributed generation sources including, but not limited to solar and/or wind, to identify weaknesses or issues associated with interconnection with DME’s electric distribution grid and assure the interconnection is in compliance with regulatory and Docusign Envelope ID: CB8C17EA-BAA2-4ABA-8D94-1C46CA9EF7A8 8031-007 Scope of Work 5 operational requirements (i.e., Public Utility Commission of Texas, Electric Reliability Council of Texas, City of Denton, et. al.) 6. General Engineering Services related to Civil, Structural and Electrical work as requested by DME Engineering. DME may on occasion have a need for Contractor to design, review, comment, recommend, analyze, or otherwise provide engineering services that are not specifically described or included above. 7. Additional Engineering support and services as required by DME Engineering. G. Ownership and Use of Documents 1. Drawings, Specifications, and other documents prepared by the Contractor are instruments of the Design and Project Management Professional’s service and shall become the property of DME upon termination or completion of the AGREEMENT. The Design Professional is entitled to retain copies of all such documents. Such documents are intended only be applicable to the services covered under this AGREEMENT, and DME’s use of such documents in other projects shall be at DME’s sole discretion. In the event DME uses any of the information or materials developed pursuant to the AGREEMENT in other projects or for other purposes than specified in the AGREEMENT, the Design Professional is released from any and all liability related to their use in that Project. 2. Submission or distribution of documents to meet official regulatory requirements of for similar purposes is not to be construed as publication in derogation of the Design Professional’s reserved rights. H. Reimbursable Expenses: Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Design Professional and Design Professional’s employees and consultants in the interest of the Project, as identified in the following Clauses: 1. Expense of transportation in connection with the Project; expenses in connection with authorized out-of-town travel; long-distance communications; and fees paid for securing approval of authorities having jurisdiction over the Project. 2. Expense of reproductions (except the reproductions of the sets of documents that can be printed and assembled at DME), postage and handling of Drawings, Specifications, and other drawings if necessary. 3. If authorized by DME, expense of overtime work requiring higher than regular rates for projects or timelines that are time sensitive and must remain on-schedule or that could affect other City of Denton departments or DME Customers. 4. Expense of renderings, models, and mock-ups requested by DME. 5. Expense of computer-aided design and drafting equipment time when used in connection with the Project. 6. Other expenses that are approved in advanced in writing by DME. Docusign Envelope ID: CB8C17EA-BAA2-4ABA-8D94-1C46CA9EF7A8 Schedule of Hourly Professional Service Billing Rates (2024) DMEDIST-2024 Personnel Classification Classification Level Personnel Role Minimum Qualifications Hourly Rate BMI CADD 1 Drafting or Detailing (BMI - Burns & McDonnell India Pvt. Ltd.) Drafting experience in engineering field. Experience ranging from less than 1 year to 15 years of progressive drafting experience. $76 BMI Design 2 Designing (BMI - Burns & McDonnell India Pvt. Ltd.) Design experience in engineering field. Experience ranging from less than 1 year to 20 years of progressive designing experience. $98 Administrative* 3 Administrative I High School diploma/GED. $61 4 Administrative II High School diploma/GED and 3 years of experience. $67 Drafting Technician* 5 Drafting Technician I High School diploma/GED. $80 6 Drafting Technician II High School diploma/GED and 1 year of experience, or 3 years of experience. $86 7 Drafting Technician III High School diploma/GED and 3 years of experience, or 5 years of experience. $94 Technician* 8 Technician I Bachelor's or associate degree. $111 9 Technician II Bachelor's or associate degree and 2 year of experience, or 4 years of experience. $126 10 Technician III Bachelor's or associate degree and 4 years of experience, or 6 years of experience. $141 Project Technician* 11 Project Technician I Bachelor's or associate degree and 6 years of experience, or 8 years of experience. $155 12 Project Technician II Bachelor's or associate degree and 8 years of experience, or 10 years of experience. $168 13 Project Technician III Bachelor's or associate degree and 10 years of experience, or 12 years of experience. $180 Design Engineer 14 Design Engineer I Bachelor's degree in engineering, or 2 years of distribution experience. $150 15 Design Engineer II Bachelor's degree in engineering and 2 years of experience, or 4 years of distribution experience. $164 Docusign Envelope ID: CB8C17EA-BAA2-4ABA-8D94-1C46CA9EF7A8 ATTACHMENT B Schedule of Hourly Professional Service Billing Rates (2024) DMEDIST-2024 Personnel Classification Classification Level Personnel Role Minimum Qualifications Hourly Rate Consultant 16 Consultant I Bachelor's degree in engineering. $162 17 Consultant II Bachelor's or an Advanced degree in engineering and 1 years of experience. $191 Project Engineer 18 Project Engineer I Bachelor's degree in engineering and 4 years of experience, or 6 years of distribution experience. $176 19 Project Engineer II Bachelor's degree in engineering and 6 years of experience, or 8 years of distribution experience. $186 Senior Engineer 20 Senior Engineer I Bachelor's degree in engineering and 8 years of experience, or 10 years of distribution experience. $198 21 Senior Engineer II Bachelor's degree in engineering and 10 years of experience, or 12 years of distribution experience. $210 Project Manager 22 Project Manager I Bachelor's degree and 5 years of experience, or 8 years of distribution experience. $193 23 Project Manager II Bachelor's degree and 7 years of experience, or 10 years of distribution experience. $202 Senior Consultant 24 Consultant III Bachelor's or an Advanced degree in engineering and 3 years of experience. $217 25 Consultant IV Bachelor's or an Advanced degree in engineering and 5 years of experience. $238 Principal 26 Principal Engineer Bachelor's degree in engineering and 12 years of experience, or 14 years of distribution experience. $221 Associate Consultant 27 Consultant V Bachelor's or an Advanced degree in engineering and 7 years of experience. $271 28 Consultant VI Bachelor's or an Advanced degree in engineering and 9 years of experience. $293 29 Consultant VII Bachelor's or an Advanced degree in engineering and 11 years of experience. $303 Docusign Envelope ID: CB8C17EA-BAA2-4ABA-8D94-1C46CA9EF7A8 Schedule of Hourly Professional Service Billing Rates (2024) DMEDIST-2024 Personnel Classification Classification Level Personnel Role Minimum Qualifications Hourly Rate BMI Consulting Project Support 30 Consulting Project Support Support experience in engineering and data management project support field. Experience ranging from less than 1 year to 15 years of progressive project support experience. $85 BMI Planner 31 Planning Analyst Planning analysis experience in planning field. Experience ranging from less than 1 year to 20 years of progressive planning experience. $105 NOTES: 1. Project time spent by corporate officers will be billed at the Grade 29 rate plus 20 percent. 2. For any nonexempt personnel in positions marked with an asterisk (*), overtime will be billed at 1.5 times the hourly labor billing rates shown. 3. For outside expenses incurred by Burns & McDonnell, such as authorized travel and sustenance, and for services rendered by others such as subcontractors, the client shall pay the cost to Burns & McDonnell plus 10%. 4. A charge will be applied at a rate of $9.95 per labor hour for technology usage, software, hardware, printing & reprographics, shipping, and telecommunications. Specialty items are not included in the technology charge. 5. Monthly invoices will be submitted for payment covering services and expenses during the preceding month. Invoices are due upon receipt. A late payment charge of 1.5% per month will be added to all amounts not paid within 30 days of the invoice date. 6. The services of contract/agency and/or any personnel of a Burns & McDonnell subsidiary or affiliate shall be billed to Owner according to the rate sheet as if such personnel is a direct employee of Burns & McDonnell. 7. The rates shown above are effective for services through December 31, 2024, and are subject to revision, thereafter. 8. To meet staffing demands and avoid swings in its permanent labor force caused by hiring and firing, Burns & McDonnell may engage temporary staffing agencies or obtain assistance from its affiliates and subsidiaries including, without limitation, Burns & McDonnell Global, Inc. (“Labor Sources”) to fulfill Supplier’s performance obligations under this Agreement. The Parties agree that contracts, purchase orders or similar agreements between Burns & McDonnell and any Labor Sources are not subcontracts as that term is used in this Article. Docusign Envelope ID: CB8C17EA-BAA2-4ABA-8D94-1C46CA9EF7A8 Certificate Of Completion Envelope Id: CB8C17EA-BAA2-4ABA-8D94-1C46CA9EF7A8 Status: Completed Subject: Please DocuSign: City Council Contract 8031-007 DISTRIBUTION DESIGN SERVICES Source Envelope: Document Pages: 29 Signatures: 5 Envelope Originator: Certificate Pages: 6 Initials: 1 Christa Christian AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Christa.Christian@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 11/8/2024 5:59:13 PM Holder: Christa Christian Christa.Christian@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christa Christian christa.christian@cityofdenton.com Purchasing Supervisor City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 11/8/2024 6:09:13 PM Viewed: 11/8/2024 6:09:22 PM Signed: 11/8/2024 6:09:27 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/8/2024 6:09:29 PM Viewed: 11/8/2024 6:12:13 PM Signed: 11/11/2024 9:16:41 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Senior Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 35.135.179.188 Sent: 11/11/2024 9:16:44 AM Viewed: 11/11/2024 9:35:28 AM Signed: 11/12/2024 4:28:45 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Scott Clark spclark@burnsmcd.com Sr. Vice President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 99.10.101.99 Sent: 11/14/2024 1:51:04 PM Viewed: 11/14/2024 5:21:40 PM Signed: 11/14/2024 5:21:40 PM Electronic Record and Signature Disclosure: Accepted: 11/14/2024 5:20:33 PM ID: 354dfccd-13b5-4d05-ab70-4fbbaaa31181 Signer Events Signature Timestamp Antonio Puente Antonio.Puente@cityofdenton.com DME General Manager Denton Municipal Electric Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 174.244.80.76 Signed using mobile Sent: 11/14/2024 5:21:43 PM Viewed: 11/14/2024 5:24:50 PM Signed: 11/14/2024 5:53:26 PM Electronic Record and Signature Disclosure: Accepted: 11/14/2024 5:24:50 PM ID: 0852a234-25fe-4a42-800c-367a723742da 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: 11/14/2024 5:53:30 PM Viewed: 11/14/2024 5:55:17 PM Signed: 12/18/2024 9:36:02 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: 12/18/2024 9:36:07 AM Viewed: 12/18/2024 9:38:13 AM Signed: 12/18/2024 9:38:17 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lauren Thoden lauren.thoden@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 166.205.54.27 Sent: 12/18/2024 9:38:20 AM Viewed: 12/18/2024 10:42:58 AM Signed: 12/18/2024 10:43:29 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign 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: 11/8/2024 6:09:29 PM Viewed: 11/8/2024 6:09:50 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Hirst, Steve shirst@burnsmcd.com Security Level: Email, Account Authentication (None) Sent: 11/14/2024 1:51:08 PM Viewed: 11/19/2024 11:09:14 AM Electronic Record and Signature Disclosure: Accepted: 11/13/2024 2:18:28 PM ID: eeea66f8-1aae-4190-bf7e-df128fa77608 Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 11/14/2024 5:53:29 PM Viewed: 11/14/2024 5:54:19 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 12/18/2024 10:43:32 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jerry Looper jerry.looper@cityofdenton.com JL Security Level: Email, Account Authentication (None) Sent: 12/18/2024 10:43:33 AM Electronic Record and Signature Disclosure: Accepted: 12/4/2024 3:08:44 PM ID: 6cf970dd-213b-4214-a282-70cd1f196033 Aaron Bennion aaron.bennion@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 12/18/2024 10:43:34 AM Electronic Record and Signature Disclosure: Accepted: 9/13/2024 10:18:58 AM ID: 45b71445-eacb-4140-a5f2-8fe4e285fcbe Trietsch, William (Will) wtrietsch@burnsmcd.com Security Level: Email, Account Authentication (None) Sent: 12/18/2024 10:43:36 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/8/2024 6:09:13 PM Certified Delivered Security Checked 12/18/2024 10:42:58 AM Signing Complete Security Checked 12/18/2024 10:43:29 AM Completed Security Checked 12/18/2024 10:43:36 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. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. 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: Scott Clark, Antonio Puente, Hirst, Steve, Jerry Looper, Aaron Bennion 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.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. 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By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.