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Engineering Services-5089-Amendment 2
Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Granicus # Ordinance # DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 Rebecca Hunter FILE Black & Veatch 2nd Amendment - Engineering Services 4-5-2016 5089 STATE OF TEXAS § COUNTY OF DENTON § SECOND AMENDMENT TO A PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES [FILE NO. 5089] This “Second Amendment to a Professional Services Agreement for Engineering Services” (hereafter the “Second Amendment”) is made and entered into as of the _____ day of ____________, 2016; by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called “OWNER;” and Black & Veatch Corporation, a Delaware Corporation, with its office at 11401 Lamar Avenue, Overland Park, Kansas 66211, hereinafter called “B&V;” each party acting herein, by and through their duly authorized officials, officers and representatives. Previously, on November 6, 2012, the City of Denton, Texas engaged the firm of Black & Veatch Corporation, by a “Professional Services Agreement for Engineering Services Incident to the Denton Electric Transmission System” (hereafter the “Agreement”), in order to perform professional services related to the Denton Municipal Electric (“DME”) Transmission System. The Agreement provided for an expenditure of not-to-exceed $564,000 for such professional services and particularly described the services to be rendered therein; the City Council, by Ordinance No. 2012-303, enacted on November 6, 2012, approved said Agreement; and As work progressed with B&V under the Agreement, it became necessary for the expansion of scope of services under the original Agreement because of the necessity to include services for engineering and design services for the ARCO Substation and other related projects of Denton Municipal Electric, resulting in an increased amount of not-to-exceed $781,400, and a total price for services of not-to-exceed $1,345,400; these expanded services were set forth and described in a fifteen (15) page document entitled “Amendment for Substation Design and Automation Services” which document is appended to said First Amendment; the Council approved the First Amendment on the 17th day of December, 2013, and enacted Ordinance No. 2013-340; and The OWNER and B&V have proposed this “Second Amendment to a Professional Services Agreement for Engineering Services” (hereafter the “Second Amendment”); which Second Amendment provides for additional professional services fees for engineering services in an amount not-to-exceed $2,220,000, aggregating a total of not-to-exceed $3,565,400; and request that this Second Amendment be approved in order to continue and provide the necessary additional and expanded services by B&V on the DME System; and WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree to amend the terms of the original Agreement relating to the Project for the second time (the “Second Amendment”) as follows: DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 5th April 2 ARTICLE I INCREASE OF COMPENSATION AMOUNT The amount to be paid for professional services in this Second Amendment is not-to- exceed $2,220,000. This is the aggregate of the Agreement price of not-to-exceed $564,000, plus the additional amount authorized by this First Amendment of $781,400, and now the additional amount of $2,220,000, aggregating a grand total of $3.565,400. ARTICLE II EFFECT OF THIS SECOND AMENDMENT B&V and OWNER hereto agree, that except as specifically provided for by this Second Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in the original Agreement, as well as the First Amended Agreement shall be, and will remain in full force and effect. ARTICLE III ADDITIONAL SERVICES B&V and OWNER hereby agree that Exhibit “A”, being an eighty (80) page document attached hereto as Exhibit “A,” hereby states the additional services to be rendered to OWNER by B&V, in addition to those services previously contracted for under the original Agreement and the First Amendment. IN WITNESS HEREOF, the City of Denton, Texas has executed this Second Amendment, by its duly authorized City Manager; and CONSULTANT has executed this Second Amendment by and through its duly authorized undersigned officer on this the ____ day of ____________, 2016. “OWNER” THE CITY OF DENTON, TEXAS A Texas Municipal Corporation By: ______________________________________ GEORGE C. CAMPBELL, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY By: __________________________________ DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 5th April 3 APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: ______________________________ “B&V” BLACK & VEATCH CORPORATION A Delaware Corporation By: _____________________________ DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 PROPOSAL FOR A SECOND AMENDMENT FOR A PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES (REFERENCE: FILE NO. 5089) PREPARED FOR Denton Municipal Electric 9 FEBRUARY 2016 ® ®©Black & Veatch Holding Company 2013 All rights reserved. DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 Denton Municipal Electric | SUBSTATION DESIGN AND AUTOMATION SERVICES BLACK & VEATCH | PROFESSIONAL SERVICES AGREEMENT AMENDMENT i Table of Contents 1.0 Engineering Services Description ................................................................................................. 1‐1 2.0 Relay Design and Setting Consultation ........................................................................................ 2‐1 2.1 NERC/ERCOT/TRE Compliance Support ................................................................................... 2‐1 2.2 Relay Design and Setting Consultation ....................................................................................... 2‐1 3.0 Technical and Engineering Consultation .................................................................................... 3‐1 3.1 Substation Site Conceptual Design and Analysis .................................................................... 3‐1 3.2 Substation Design and Technical Support ................................................................................. 3‐2 3.2.1 Spencer Interchange Upgrade ..................................................................................... 3‐2 3.2.2 Brinker Substation Construction ................................................................................ 3‐2 3.2.3 Anticipated Additional Substation Design Project Assignments ................... 3‐2 3.2.4 GIS Substation Design Projects.................................................................................... 3‐2 3.3 Additional Engineering and Technical Support ...................................................................... 3‐2 4.0 Budgetary Estimate ............................................................................................................................ 4‐2 4.1 Current Project Estimated Costs .................................................................................................... 4‐2 4.2 Amendment 2 Estimated Costs ...................................................................................................... 4‐3 LIST OF APPENDICES A.1 Professional Services Agreement with Amendment 1.………….…..……………………………….A‐1 A.2 Proposal for Substation Design Services for Spencer Interchange Upgrade Project…...A‐2 A.3 Proposal for Substation Design Services for Brinker Substation Project………….………….A‐3 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 Denton Municipal Electric | SUBSTATION DESIGN AND AUTOMATION SERVICES BLACK & VEATCH | PROFESSIONAL SERVICES AGREEMENT AMENDMENT A.1 1.0 Engineering Services Description The purpose of this document is to propose a second amendment to the Black & Veatch Professional Services Agreement dated November 6, 2012, and amended on December 17, 2013, to include additional substation design and automation services requested by Denton Municipal Electric (DME). The Professional Services Agreement with Amendment 1 is attached as Appendix A.1. The services will include but not be limited to substation physical and structural designs, protective relay and control systems designs, preparation and review of protective relay settings, technical and engineering consultation, technical operations consultation, development of NERC, ERCOT, and TRE compliance studies and reports, and other engineering and operational support tasks as requested by DME. Descriptions of these services will be expanded in the following sections. The budgetary estimate will include a commentary on how the remaining budget will be utilized and how much will be required for future projects. 2.0 Relay Design and Setting Consultation 2.1 NERC/ERCOT/TRE COMPLIANCE SUPPORT This task will include periodically updating the DME transmission system model, updating the relay coordination study, updating the relay loadability study, and completing other documents and studies required for compliance. Lastly, the work will include aiding in the completion of any NERC, ERCOT, or Texas Reliability Entity compliance documentation that may arise related to DME’s power system. Relay coordination studies will include setting review and coordination for transmission line relays, breaker failure relays, autotransformer relays, bus relays, distribution circuit relays, and any other DME owned protective relay system or related equipment. Coordination recommendations will include relays that cover assets that are connected to neighboring utilities. The process, format, and deliverables for the coordination studies will follow what has been set forth on previous studies and may be adjusted to meet the requirements that DME must address. 2.2 RELAY DESIGN AND SETTING CONSULTATION Acting as a general design consultant, this portion of the work will include answering any project or non‐project specific questions that may arise and attending any necessary meetings. Additional tasks to include but not be limited to supplying DME with relay setting and philosophy training, relay setting assistance, relay design and setting consultation, relay design and setting technical review, CIP support, and additional support as requested by DME to provide general compliance and operational support. 3.0 Technical and Engineering Consultation 3.1 SUBSTATION SITE CONCEPTUAL DESIGN AND ANALYSIS Acting as a general design consultant, tasks are to include but not be limited to supplying DME with conceptual plans for new substation sites, providing preliminary analysis and recommendations for substation layouts, and additional support as requested by DME to provide general compliance and DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 Denton Municipal Electric | SUBSTATION DESIGN AND AUTOMATION SERVICES BLACK & VEATCH | PROFESSIONAL SERVICES AGREEMENT AMENDMENT A.1 operational support. This portion of the work will also include answering any project or non‐ project specific questions that may arise over the course of the project, and attending any necessary meetings. 3.2 SUBSTATION DESIGN AND TECHNICAL SUPPORT This task to include technical and engineering consultation, technical and engineering review, substation design, project design, project consultation, compliance and operational support, and other tasks as requested by DME for complete projects, portions of projects, or to assist with issues related to substation operation. Substation design to include all services Black & Veatch currently provides for DME on projects. Each new substation project will have a proposal submitted to confirm scope of work and an estimated amount for design services to be provided. 3.2.1 Spencer Interchange Upgrade This task is for project design for upgrades to the Spencer Interchange which will include replacement of four oil circuit breakers, addition of one transmission line terminal, replacement of the control building, and replacement of the protective relay and control system. The scope of work for this design project is provided in the attached Spencer Interchange Upgrade Proposal. See Appendix A.2. 3.2.2 Brinker Substation Construction This task is for completion of project design for construction of the new Brinker Substation. The scope of work for this design project is provided in the attached Brinker Substation Proposal. See Appendix A.3. Design for this project was assigned previously by DME. B&V understands that the project had to be placed on hold pending resolution of siting issues. 3.2.3 Anticipated Additional Substation Design Project Assignments This item is to identify the possibility that additional project designs could be requested by DME. Pricing included for this item is for two complete project designs and one partial design project. 3.2.4 GIS Substation Design Projects This item is to provide additional substation design engineering for the initial stages of GIS substation design should DME request. Amendment of the contract would be required to add funds for the full cost of design. 3.3 ADDITIONAL ENGINEERING AND TECHNICAL SUPPORT Black & Veatch will provide additional project design, engineering, and technical operational support as requested by DME but that is not specifically covered in the above listings. 4.0 Budgetary Estimate 4.1 CURRENT PROJECT ESTIMATED COSTS Two projects are being performed by Black & Veatch at the request of DME under the current contract. The estimated costs to complete these projects are greater than the amount remaining on DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 Denton Municipal Electric | SUBSTATION DESIGN AND AUTOMATION SERVICES BLACK & VEATCH | PROFESSIONAL SERVICES AGREEMENT AMENDMENT A.1 the current contract and will need funds from Amendment 2 to fund to completion. The below table illustrates the required funds for the two projects, what is expected to be spent by the end of May 2016, and what will be required in Amendment 2 to see the projects to completion. MAN‐ HOURS REQUIRED ESTIMATED COST REQUIRED ESTIMATED COST SPENT END OF MAY 2016 ESTIMATED COST REMAINING SPENCER INTERCHANGE UPGRADE 2241 $338,000 $68,000 $270,000 BRINKER SUBSTATION CONSTRUCTION 4649 $675,000 $35,000 $640,000 TOTAL $1,013,000 $103,000 $910,000 4.2 AMENDMENT 2 ESTIMATED COSTS The following table is an estimate of needed man‐hours and costs to support DME in the tasks mentioned previously. The work will be defined by the descriptions set forth earlier in this document but will not be limited to this work. SECTION NO. TASK ESTIMATED MAN‐ HOURS ESTIMATED COST NERC/ERCOT/TRE COMPLIANCE SUPPORT 2.1 NERC/ERCOT/TRE COMPLIANCE SUPPORT 2045 $210,000 RELAY DESIGN AND SETTING CONSULTATION 2.2 RELAY DESIGN AND SETTING CONSULTATION 730 $75,000 SUBSTATION SITE CONCEPTUAL DESIGN AND ANALYSIS 3.1 SUBSTATION SITE CONCEPTUAL DESIGN AND ANALYSIS 585 $60,000 SUBSTATION DESIGN AND TECHNICAL SUPPORT 3.2.1 SPENCER INTERCHANGE UPGRADE 2630 $270,000 3.2.2 BRINKER SUBSTATION CONSTRUCTION 6235 $640,000 3.2.3 ANTICIPATED ADDITIONAL SUBSTATION DESIGN 8720 $895,000 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 Denton Municipal Electric | SUBSTATION DESIGN AND AUTOMATION SERVICES BLACK & VEATCH | PROFESSIONAL SERVICES AGREEMENT AMENDMENT A.1 SECTION NO. TASK ESTIMATED MAN‐ HOURS ESTIMATED COST PROJECT ASSIGNMENTS 3.2.4 GIS SUBSTATION DESIGN PROJECTS 200 $20,500 3.2 SUBSTATION DESIGN AND TECHNICAL SUPPORT SUBTOTAL 17,785 $1,825,500 ADDITIONAL ENGINEERING AND TECHNICAL SUPPORT 3.3 ADDITIONAL ENGINEERING AND TECHNCIAL SUPPORT 480 $49,500 TOTAL 21,625 $2,220,000 The estimated costs for NERC/ERCOT/TRE Compliance Support will support coordination studies for approximately three years. The estimated costs for Substation Design and Technical Support will cover up to four substation projects depending on the scope of the projects for which DME requests Black & Veatch’s support. The above estimates are based on the anticipation that all funds approved by the contract and Amendment No. 1 will remain available. DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 Denton Municipal Electric | SUBSTATION DESIGN AND AUTOMATION SERVICES BLACK & VEATCH | PROFESSIONAL SERVICES AGREEMENT AMENDMENT A.1 Appendix A.1 Professional Services Agreement with Amendment 1 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 VO4 ‘110-4-0o STATE OF TEXAS COUNTY OF DENTON § PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES INCIDENT TO THE DENTON ELECTRIC TRANSMISSION SYSTEM THIS AGREEMENT is made and entered into as of the o4 day of 2012, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called OWNER" and Black & Veatch Corporation, with its corporate office at 11401 Lamar Avenue, Overland Park, Kansas 66211, hereinafter called "CONSULTANT," acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I EMPLOYMENT OF CONSULTANT The OWNER hereby contracts with the CONSULTANT, as an independent contractor, and the CONSULTANT hereby agrees to perform the services herein in connection with the Project as stated in the sections to follow, with diligence and in accordance with the professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall mean the engineering services for the OWNER's transmission system. ARTICLE II SCOPE OF SERVICES The CONSULTANT shall perform the following services in a professional manner: A. To perform all those services set forth in CONSULTANT's proposal attached hereto as Exhibit"A"and incorporated by reference as if set forth fully herein. DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 B. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits. ARTICLE III ADDITIONAL SERVICES Additional services for the Project may be performed by the CONSULTANT, if mutuallyagreed. ARTICLE IV PERIOD OF SERVICE This Agreement shall become effective upon execution of this Agreement by the OWNER and the CONSULTANT and upon issue of a notice to proceed by the OWNER, and shall remain in force for the period which may reasonably be required for the completion of the Project, including Additional Services, if any, and any required extensions approved by theOWNER. This Agreement may be sooner terminated in accordance with the provisions hereof. The CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the OWNER, acting through itsCityManagerorhisdesignee. ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. "Subcontract Expense" is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services in the nature of N/A 2. "Direct Non-Labor Expense" is defined as that expense for any assignmentincurredbytheCONSULTANTforsupplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate detail at an hourly rate shown in Exhibit "C" which is attached hereto and is incorporated by reference as if set forth fully in this Agreement, a total fee, includingreimbursementfordirectnon-labor expenses not to exceed$564,000. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his Page 2 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. In the event OWNER disputes any invoice item, OWNER shall give CONSULTANT written notice of such disputed item within twenty days after receipt of such invoice and shall pay to CONSULTANT the undisputed portion of the invoice according to the provisions hereof. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III "Additional Services," without obtaining prior written authorization from the OWNER. C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit "C." Payments for additional services shall be due and payable upon submission by the CONSULTANT, and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. D. PAYMENT: If the OWNER fails to make undisputed payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT's undisputed statement thereof, prompt payment act interest as set forth in Chapter 2251 of the Texas Government Code shall be paid on the amounts due the CONSULTANT. In addition, the CONSULTANT may, if it has not received payment by the thirty-first (31s) day after receipt of payment, after giving ten (10) days' written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges, provided, however, nothing herein shall require the OWNER to pay prompt payment act interest if the OWNER has a bona fide dispute with the CONSULTANT concerning the payment or if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, Compensation." ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. Page 3 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER when CONSULTANT has been compensated for services rendered The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER's use of these documents in other projects shall be at OWNER's sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. Nothing contained in this Article shall be construed as limiting or depriving CONSULTANT of its rights to use its basic knowledge and skills to design or carry out other projects or work for itself or others, whether or not such other projects or work are similar to the Project. Rights to intellectual property developed, utilized, or modified in the performance of the services shall remain the property of CONSULTANT. CONSULTANT hereby grants to OWNER an irrevocable (except in the event of a breach of this license), nonexclusive, royalty- free license to utilize CONSULTANT's proprietary property provided to OWNER as part of the services to the extent necessary for the construction, operation, maintenance, repair, or alteration of the facilities; provided that OWNER shall not use, or distribute to others, any CONSULTANT statement or opinion for the purposes of a prospectus, other investment memorandum or financing decision, except with CONSULTANT's prior written consent, which shall not be unreasonably withheld. OWNER shall not acquire any rights to any of CONSULTANT's, its subcontractors' or vendors' proprietary computer software that may be used in connection with the services except as may be separately agreed. ARTICLE VIII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from ' employee status. ARTICLE IX INDEMNITY AGREEMENT The CONSULTANT shall indemnify and save and hold harmless the OWNER and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the OWNER, and including, without limitation, damages for bodily injury, death and third party property damage, to the extent resulting from the negligent acts or omissions of the Page 4 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 CONSULTANT or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE X INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: A. Comprehensive General Liability Insurance with bodily injury limits of $500,000 for each occurrence and $500,000 in the aggregate, and with property damage limits of 100,000 for each occurrence and $100,000 in the aggregate. B. Automobile Liability Insurance with bodily injury limits of$500,000 for each person and 500,000 for each accident, and with property damage limits of $100,000 for each accident. C. Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of$100,000 for each accident. D. Professional Liability Insurance with limits of$1,000,000 annual aggregate. E. The CONSULTANT shall furnish insurance certificates at the OWNER's request to evidence such coverages. The insurance policies shall name the OWNER as an additional insured on all such policies, and shall contain a provision that such insurance shall not be canceled without thirty (30) days' prior written notice to OWNER and CONSULTANT. In such event, the CONSULTANT shall, prior to the effective date of the cancellation, serve substitute policies furnishing the same coverage. The parties hereby waive all claims for property damage, and shall, to the extent possible, require their insurers to waive subrogation rights against the other party under any applicable policy of property insurance. ARTICLE XI ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation. No mediation arising out of or relating to this Agreement may proceed without the agreement of both parties to submit the dispute to mediation. The location for the Page 5 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 mediation shall be the City of Denton, Denton County, Texas unless a different location is agreed to by the parties. ARTICLE XII TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty(30)days' advance written notice to the other party. B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and, if other than non-payment of compensation, not less than thirty(30) calendar days to commence to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty(30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V "Compensation." Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XIII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. CONSULTANT retains design responsibility and liability at all times during this Agreement and after completion of this Agreement during the Warranty Period. CONSULTANT warrants that it will perform the services in accordance with the standards of care and diligence normally practiced by recognized engineering firms in performing services of a similar nature in existence at the time of performance of the services. If, during the one year period following completion of the services Warranty Period"), it is shown there is an error in the services caused solely by Page 6 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 CONSULTANT's failure to meet such standards and OWNER has notified CONSULTANT in writing of any such error within that period, CONSULTANT shall re-perform, at no additional cost to OWNER, such services within the original scope of services as may be necessary to remedy such error. CONSULTANT shall have no liability for defects in the services attributable to CONSULTANT's reliance upon or use of data, design criteria, drawings, specifications, or other information furnished by OWNER or other third parties retained by OWNER. Since CONSULTANT has no control over the cost of labor, materials, or equipment furnished by others, or over the resources provided by others to meet construction schedules, CONSULTANT's opinion of probable costs and of construction schedules shall be made on the basis of experience and qualifications as a professional engineer. CONSULTANT does not guarantee that proposals, bids, or actual construction costs will not vary from CONSULTANT's cost estimates or that actual schedules will not vary from CONSULTANT's projected schedules. The obligations and representations contained in this Article XIII are CONSULTANT's sole warranty and guarantee obligations and OWNER's exclusive remedy in respect of quality of the services. EXCEPT AS PROVIDED IN THIS ARTICLE, CONSULTANT MAKES NO OTHER WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, RELATING TO CONSULTANT'S SERVICES AND CONSULTANT DISCLAIMS ANY IMPLIED WARRANTIES OR WARRANTIES IMPOSED BY LAW INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ARTICLE XIV NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3)days' mailing: To CONSULTANT: To OWNER: Black&Veatch Corporation City of Denton, Texas Attn: Legal Department City Manager 11401 Lamar Avenue 215 East McKinney Overland Park, Kansas 66211 Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three(3) days' mailing. ARTICLE XV ENTIRE AGREEMENT Page 7 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 This Agreement, consisting of 12 pages and 3 exhibit(s), constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XVI SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XVII COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read orhereinafterbeamended. ARTICLE XVIII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, orphysicalhandicap. ARTICLE XIX PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. C. In those instances deemed necessary by the OWNER, the CONSULTANT, its employees and/or its Sub-consultants shall be required to submit to background checks. Page 8 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 ARTICLE XX ASSIGNABILITY The CONSULTANT shall not assign any of its scope of work under in this Agreement, and shall not transfer any of its scope of work under this Agreement (whether by assignment,novation, or otherwise) without the prior written consent of the OWNER. Should the CONSULTANT assign any part of the monies due under this Agreement, CONSULTANT is required to provide written notice of the same to OWNER. Any assignment of monies due under this Agreement shall not change any of the terms or conditions of this Agreement to include but not limited to the terms and conditions for payment under this Agreement. ARTICLE XXI MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will notbewaivedunlessassetforthherein. ARTICLE XXII MISCELLANEOUS A. Venue of any suit or cause of action under this Agreement shall lie exclusively in DentonCounty, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. B. For the purpose of this Agreement, the key persons who will perform most of the workhereundershallbeGlenPatton. However, nothing herein shall limit CONSULTANT from using other qualified and competent members of its firm to perform the services required herein. CONSULTANT understands that OWNER is to be informed of the removal or loss of any of the key persons working under this Agreement. CONSULTANT also agrees to provide the OWNER with notice of the name(s) of who it intends to replace the key person. OWNER shall have a right to reject any replacementkeyperson(s) and CONSULTANT agrees to name a replacement key person(s) acceptable to the OWNER. C. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. Page 9 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 D. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT'S disposal all available information pertinent to the Project, including previous reports, anyotherdatarelativetotheProject, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property asrequiredfortheCONSULTANTtoperformservicesunderthisAgreement. E. The captions of this Agreement are for informational purposes only, and shall not in anywayaffectthesubstantivetermsorconditionsofthisAgreement. ARTICLE XXIII RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to CONSULTANT's direct costs under this Agreement. The CONSULTANT shall retain such books, records, documents and other evidence pertaining tosuchdirectcostsduringthecontractperiodandforanadditionalthreeyearsthereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the CONSULTANT shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All such books and records will be made available at CONSULTANT's offices in Kansas upon written request. The purpose of any auditshallbeonlyforverificationofsuchdirectcostsandCONSULTANTshallnotberequiredto keep records of or provide access to those of its costs expressed as fixed rates, a lump sum, or ofcostswhichareexpressedintermsofpercentagesofothercosts. The cost of the audit will bebornebytheOWNERunlesstheauditrevealsanoverpaymentof1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs,must be borne by the CONSULTANT which must be payable within five business days ofreceiptofaninvoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER'S sole discretion, grounds for termination thereof. ARTICLE XXIV LIMITATIONS 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 suchdamages; or for any special, consequential, incidental, indirect or exemplary damages. Exceptforanobligationtomakepayments, neither party shall be in default to the extent anynonperformanceiscausedbyacircumstancebeyondsuchparty's reasonable control. The warranties, obligations, liabilities and remedies of the parties, as provided herein, are exclusive and in lieu of any others available at law or in equity. CONSULTANT's total aggregate liability Page 10 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 under this Agreement shall not exceed the compensation received by CONSULTANT under this Agreement, and to the extent provided by applicable law OWNER agrees to release, defend, indemnify, and hold CONSULTANT harmless from and against any and all further liabilityarisinginanymannerfromtheServices. Releases from, and limitations of liability shall apply notwithstanding the breach of contract, tort including negligence, strict liability or other theoryoflegalliabilityofthepartyreleasedorwhoseliabilityislimited. Page 11 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed byitsdulyauthorizedCityManager, and CONSULTANT has executed this greement throw h its duly authorized undersigned officer on this the oi/ day ofOW/ /Ai , 20 /Z . CITY OF DENTON, TEXAS A Texas Municipal Corporation By: ORGE . CAMPBELL, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: /, /L I APP VED A•10 LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: CONSULTANT 4- SMH WITNESS: BY: 04,L,.. ( DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 BLACK&VEATCH Building a world of difference! EXHIBIT A CONCEPTUAL SITE ANALYSIS AND COORDINATION STUDY DME TRANSMISSION SYSTEM PROJECT SCOPE SUMMARY Denton Municipal Electric(DME) is initiating the design for multiple substation projects in its CIP.The first steps in the design are to develop concept plans for various site options. Preparing concept plans will be a cooperative effort with,and provide engineering support for,the site selection process. The end product will be the site plan that will be used to design each substation. It is anticipated that concept plans will be required for up to 15 substation projects. The work will also encompass a relay coordination study for theentiretyofDME's 138kV and 69kV electrical transmission. Lastly,the work will include consultation and engineering support as needed on conceptual relay design,relay setting review,NERC compliance,and operations issues. PROJECT APPROACH AND DELIVERABLES SITE LAYOUT OPTIONS This portion of the project will include providing site development options for up to fifteen substation sites. Each site development project will include an average of three different site layout options. The layouts will be based on DME's standard structure and equipment dimensions,and will use the DME standard substation layout as a starting point. A list of pros and cons will be provided with each proposed layout, and a budgetary cost estimate for each proposed site will be included. A significant portion of this work will be done in conjunction with DME's land acquisition and public involvement processes. Item Deliverables Site La out 0.dons 1 Electronic .er Site AgoziabaAnal, sis ' o Evaluation of Pros Cons 1 Per Site Bud:eta Estiinate r Final Re.ort 1 Electronic .er Site RELAY COORDINATION STUDY The project will include the setting review and coordination of the associated transmission line relays, breaker failure relays,autotransformer,and bus relays for the DME owned transmission equipment. Relays will be coordinated with neighboring utility interconnections. The project will follow the approachasdefinedbelow: Review Relay Data Provided by DME Conduct site visit of DME substations to verify relays and data provided by DME. Develop ASPEN model and input relay settings. Perform short circuit and breaker duty analysis. Perform relay coordination study. Develop relay setting files for recommended setting changes. Develop final report. www.bv.com I DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 1111/ BLACK&VEATCH Building a world of difference! Item Deliverables ASPEN One Line Diagram 1 Electronic Model i Ai al is-„,... „a 1 . ,Re®ortl,, " , Tabulation Comparing Fault 1 Per Report Levels to Equipment lnterru.tin: Ratin•s e `S" _-N ra tcTimeovecTrentrelayxReo°rt coordination generated b, ASPEN OneLinery; n , _ Impedance coordination plots 1 Per Report generated by ASPEN OneLiner Tabulahon existing.an d+ r 1)PerReport = = sW : recommended srelay settings including-overcu rrent, 1.: differential,impedancet'rno Ytimin_elements Final Resort 2 Hard cosies, 1 Electronic The following relay systems and breakers will be included in the engineering analysis and coordination study. JIM CHRISTAL 138kV SUBSTATION 138kV Denton West Line Relaying 138kV North Denton Line Relaying 138kV Breaker Failure Relaying 138kV Bus 1 Differential Primary and Backup Relaying 138kV Bus 2 Differential Primary and Backup Relaying FORT WORTH 138kV SUBSTATION 138kV Denton West Line Relaying 138kV Teasley Line Relaying 138kV Breaker Failure Relaying TEASLEY 138kV SUBSTATION 138kV Fort Worth Line Relaying 138kV Spencer Interchange Line Relaying 138kV Breaker Failure Relaying POCKRUS 138kV SUBSTATION www.bv.com 14 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 F, BLACK&VEATCH Building a world of difference! 138kV Line Sectionalizing Scheme INDUSTRIAL 138kV SUBSTATION 138kV Spencer Interchange Line Relaying 138kV Arco Line Relaying 138kV Breaker Failure Relaying R.D. WELLS 138kV SUBSTATION 138kV Denton West Line Relaying 138kV Breaker Failure Relaying 138kV Bus A/B Differential Relaying 138/69kV Auto 1 Primary and Backup Relaying 138/69kV Auto 2 Primary and Backup Relaying NORTH DENTON 69kV SUBSTATION 69kV North Lakes Line Relaying 69kV Kings Row Line Relaying 69kV Breaker Failure Relaying 69kV Bus 1 Differential Primary and Backup Relaying 69kV Bus 2 Differential Primary and Backup Relaying KINGS ROW 69kV SUBSTATION 69kV North Denton Line Relaying 69kV Woodrow Line Relaying 69kV Breaker Failure Relaying 69kV Bus 1 Differential Primary and Backup Relaying 69kV Bus 2 Differential Primary and Backup Relaying WOODROW 69kV SUBSTATION 69kV Kings Row Line Relaying 69kV Spencer Line Relaying 69kV Breaker Failure Relaying 69kV Bus 1 Differential Primary and Backup Relaying 69kV Bus 2 Differential Primary and Backup Relaying SPENCER 69kV SUBSTATION 69kV Woodrow Line Relaying 69kV Locust Line Relaying 69kV Spencer Interchange Line/Bus Relaying 69kV Spencer Plant Line/Bus 1 Relaying 69kV Spencer Plant Line/Bus 2 Relaying 69kV Breaker Failure Relaying LOCUST 69kV SUBSTATION 69kV Spencer Line Relaying 69kV Hickory Line Relaying 69kV Breaker Failure Relaying 69kV Bus 1 Differential Primary and Backup Relaying www.bv.com DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 1=4i BLACK&VEATCH Building a world of difference! 69kV Bus 2 Differential Primary and Backup Relaying 69kV Bus 3 Differential Primary and Backup Relaying HICKORY 69kV SUBSTATION 69kV Locust Line Relaying 69kV R.D.Wells Line Relaying 69kV Bonnie Brae Line Relaying 69kV Breaker Failure Relaying 69kV Bus/Transformer 1 Differential Primary and Backup Relaying 69kV Bus 2 Differential Primary and Backup Relaying 69kV Bus 3 Differential Primary and Backup Relaying BONNIE BRAE 69kV SUBSTATION 69kV North Lakes Line Relaying 69kV Hickory Line Relaying 69kV Breaker Failure Relaying 69kV Bus 1 Differential Primary and Backup Relaying 69kV Bus 2 Differential Primary and Backup Relaying R.D. WELLS 69kV SUBSTATION 69kV Hickory Line Relaying 69kV Breaker Failure Relaying 69kV Bus 1 Differential Primary and Backup Relaying NORTH LAKES 69kV SUBSTATION 69kV North Denton Line Relaying 69kV Bonnie Brae Line Relaying 69kV Breaker Failure Relaying 69kV Bus 1 Differential Primary and Backup Relaying 69kV Bus 2 Differential Primary and Backup Relaying The ASPEN One-Liner program will be utilized to perform a fault study and relay coordination analysis. Two copies of the final report will be provided and will include an ASPEN generated one-line diagram. New relay setting files will also be provided for all setting changes. DESIGN CONSULTATION AND SETTING REVIEW Acting as a general design consultant,this portion of the work will include answering any project or non- project specific questions that may arise over the course of the project,and attending any necessarymeetings. It will also include updating the DME transmission system model,updating the relay coordination study,and updating the relay loadability study. Lastly,the work will include aiding in the completion of any NERC or Texas Reliability Entity compliance documentation that may arise as DME'stransmissionsystemismodified. MAN-HOUR ESTIMATE Based on the deliverables,we estimate the following man-hours to complete the engineering tasks for the project: www.bv.com 0 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 F41. BLACK&VEATCH Building a world of difference: Task Task Required No. Man-hours 10 Project Administration,Planning& 456 Control 40 Preliminary Engineering-Site 1080 Conceptual Analysis (15 Sites) 41 Preliminary Engineering- Relay 64 Coordination Study 42 Preliminary Engineering-Relay Design 400 and Setting Consultation 50 Design Engineering-Site Conceptual 660 Analysis (15 Sites) 51 Design Engineering- Relay Coordination 320 Study 52 Design Engineering-Relay Design and 1000 Setting Consultation 90 Engineering Completion 160 Total 4140 COST ESTIMATE Based on the deliverables,we estimate the following not to exceed costs to complete the engineeringservicesfortheproject: Task Task Cost No. 10 Project Administration,Planning& 62,000 Control 40 Preliminary Engineering-Site 136,000 Conceptual Analysis (15 Sites) 41 Preliminary Engineering-Relay 10,000 Coordination Study 42 Preliminary Engineering-Design and 52,000 Setting Consultation 50 Design Engineering-Site Conceptual 93,000 Analysis (15 Sites) 51 Design Engineering-Relay Coordination 53,000 Study 52 Design Engineering-Relay Design and 138,000 Setting Consultation 90 Engineering Completion 20,000 Total 564,000 DM E'S TASKS DME to provide all necessary information from land acquisitions department for each site. www.bv.com 103 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 BLACK&VEATCH Building a world of difference! DME to provide CAD drawings for standard substation layout. DME to provide CAD drawings for all standard substation equipment. DME to provide all substation standard dimensions for phase spacing,driveways,and property set-back. DME to provide protective relay one-lines for each location. DME to coordinate protection engineer contacts for neighboring utilities. DME to provide relay database export files of current settings for micro-processor relays and setting sheetsforelectromechanicalrelays. DME to provide appropriate personnel to accompany B&V personnel for site visits to verify equipment shown on relay one-lines and existing relay settings. ESTIMATED SCHEDULE AND COST It is anticipated that the project will begin on November 1st,2012,upon receipt of purchase order. The coordination study portion of the project is anticipated to be completed within 6 months after notice to proceed. The remainder of the scope will be completed in accordance with the DME project schedule. Based on the deliverables,we estimate the cost for the engineering services will not exceed$564,000,and will require approximately 4140 man-hours to complete. www.bv.com ( 3 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 Black and Veatch Corporation ENGINEERING MAN-HOUR ESTIMATE Denton Municipal Electric ni Ste Conceptual Analysis and Coordination Study-DME TransmisElan System Eng.Sat Data 10/29/2012 Project: Eng.Compl.Data Phase: Project Dur: Mo. Con.Dur: 0 Mo. Project Project Electrical Control Structural T-Line Clerk/ Manager Engineer Engineer Malaga Engineer Engineer Drafts Typist Total Phase No. 10 PROJECT ADMINISTRATION,PLANNING&CONTROL Project Monitoring,Invoicing,&Admin. 120 120 24 264 Mantan Project Files 24 24 Project Kick-off and Review M eeti ngs(6) 24 64 88 QA Check 40 40 80 Manhour Subtotal 184 64 40 120 0 0 0 48 456 40 PRELIMINARY ENGINEERING-SITE CONCEPTUAL ANALYSIS(15 SITES) Develop Ste Layout Options I 60 180 180 240 660 Review Site Constraints and Consult with Lax'Acquisitions Department 60 180 180 420 Malheur Subtotal 120 360 360 0 0 0 240 0 1080 41 PRELIMINARY ENGINEERING-RELAY COORDINATION STUDY Develop ASPEN I mpedatce Model From PSSIE ERCOT Import 24 24 Input Existing Relay Settings into ASPEN Model 40 0 40 0 Manhour Subtotal 0 64 0 0 0 0 0 0 64 42 PRELIMINARY ENGINEERING-DESIGN CONSULTATION Review/Board/Support Meetings(10) 40 80 40 160 NERC Compliance Documentation 80 40 120 Update Models ax'Studies 80 40 120 0 Manhour Subtotal 40 240 120 0 0 0 0 0 400 50 DESIGN ENGINEERING-SITE CONCEPTUAL ANALYSIS Prepae3 Fns Layout Options 60 60 60 120 300 Develop Report for Pros/Consof 3 Layout Options 60 60 60 180 Develop Budgetay Cost Analysis for Layout Options 60 60 60 180 Mathour Subtotal 180 180 180 0 0 0 120 01 660J DME Site Concepts Hours.xlsx 1 10/12/2012 10:26 AM I I DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 Black and Veatch Corporation ENGINEERING MAN-HOUR ESTIMATE SteConoeptual Andras and Coordination Study-DM E Transmission System Eng.Start Data 10/29/2012 Project: Eng.Compl.Date: Phase: Project Dur: Mo. Const.Dur: 0 Mo. Project Project Electrical Control Structural T-Line Clerk/ Makger Engineer Engines Malgar Engineer Engineer Draf ter Typist Total 51 DESIGN ENGINEERING-RELAY COORDINATION STUDY Fault Current Study ad Breaker Rating And yss 40 40 Relay Coordination Study ad Setting Files 120 40 160 Report Repaation 120 120 Maihour Subtotal 0 280 40 0 0 0 0 0 320 52 DES GN ENGINEERING-DESIGN CONSULTATION Relay Des gn ad Setting Consultation 40 220 160 420 NERC Compliance Documentation 120 80 200 Perform new studies and document results 220 160 380 Maihour Subtotal 40 560 400 0 0 0 0 0 1000 90 ENGINEERING COMPLETION Find ize Report&Close Project 40 40 40 40 160 Maihour Subtotal 40 40 40 0 0 0 0 40 160 Engineering Service-Manhour Total 604 1788 1180 120 0 0 360 88 4140 Raoeit 14.6 432 28.5 2.9 0.0 0.0 8.7 2.1 100.0 OME Site Concepts Hours.xlsx 2 10/12/2012 10:26 AM DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 Exhibit B CITY OF DENTON INSURANCE REQUIREMENTS FOR CONSULTANTS/CONTRACTORS The Offeror's/Bidder's attention is directed to the insurance requirements below. It is highly recommended that offerors/bidders confer with their respective insurance carriers or brokers to determine in advance of its proposal or bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an offeror/apparent low bidder fails to comply strictly with the insurance requirements, that offeror/bidder may be disqualified from award of the contract. Upon award, all insurance requirements shall become contractual obligations, which the successful offeror/bidder shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Consultant/Contractor, the Consultant/Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the insurance coverage as indicated hereinafter. As soon as practicable after notification of award, Consultant/Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the proposal/bid number and title of the project. Consultant/Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Consultants/Contractors are strongly advised to make such requests prior to proposal/bid opening, since the insurance requirements may not be modified or waived after proposal/bid opening unless a written exception has been submitted with the proposal/bid. Consultant/Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A-. Any deductibles or self-insured retentions shall be declared in the proposal or bid. Liability policies shall be endorsed to provide the following: With the exception of Professional Liability, name as additional insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the additional insured with respect to claims covered under the policy and that this Page 13 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled before the expiration date. Should any of the required insurance be provided under a claims-made form, Consultant/Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Consultant/Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. Page 14 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: X] A. General Liability Insurance: General Liability insurance with combined single limits of $500,000.00 per occurrence and in the aggregate, shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability(preferably by endorsement)covering this contract,personal injury liability and broad form property damage liability. X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of$500,000.00 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned, hired and non-owned autos. DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 X] Workers Compensation Insurance Contractor shall purchase and maintain Worker's Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with 406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation Commission(TWCC). Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis, and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least combined bodily injury and property damage per occurrence with a aggregate. X] Professional Liability Insurance Professional liability insurance with limits of $1,000,000.00 per claim and in the aggregate with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a "blanket" basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than each occurrence are required. Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific Page 16 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Page 17 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 ATTACHMENT 1 1 Worker's Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. Services" include, without limitation,providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and Page 18 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 2) no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2) provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3) provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4) obtain from each other person with whom it contracts, and provide to the contractor: a) certificate of coverage, prior to the other person beginning work on the project; and b) a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5) retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6) notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and Page 19 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 7) contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self- insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K.The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Page 20 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a Date Received person who has a business relationship as defined by Section 176.001(1-a)with a local governmental entity and the person meets requirements under Section 176.006(a). 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 person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. JName of person who has a business relationship with local governmental entity. f1 Check this box if you are filing an update to a previously filed questionnaire.I I ( 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 the originally filed questionnaire becomes incomplete or inaccurate.) JName of local government officer with whom filer has an employment or business relationship. Name of Officer This section,(item 3 including subparts A,B,C&D),must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(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 filer of the questionnaire? 0 Yes 0 No B. Is the filer of the questionnaire 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? 0 Yes 0 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 10 percent or more? Yes 0 No D. Describe each affiliation or business relationship. 4 Signature of person doing business with the governmental entity Date Adopted 06/29/2007 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 Exhibit C Black&Veatch Energy Division 2012-2013 Power Delivery Billing Rates Sal Plan/ Job Family Title(Salary Plan) Title Grade Hourly Billing Rate Administrative Support (ADS) Project Support Assistant 1 ADS/002 38.24 Office support including clerical,secretarial, Project Support Assistant 2 ADS/003 47.87 and document control. Project Support Assistant 2 ADS/004 63.35 Executive Support Assistant ADS/005 81.26 Construction Management (CNS)Field Project Support Assistant 2 ADS/003 47.87 Construction management and inspection.Construction Inspector 2 CNS/002 75.37 Construction Inspector 3 CNS/003 85.12 Construction Inspector 4 CNS/004 97.19 Construction Manager 5 CNS/005 113.73 Construction Manager 6 CNS/006 133.08 Senior Constr.Manager 7 CNS/007 149.87 Senior Constr.Manager 8 CNS/008 164.08 Senior Constr.Manager 9 CNS/009 184.48 Senior Constr.Manager 10 CNS/010 198.58 Senior Constr.Manager 11 CNS/011 213.43 Senior Constr.Manager 12 CNS/012 227.16 Engineering (ENG) Engineer 1 ENG/127 82.09 Engineering design and analysis,and Engineer 2 ENG/128 87.33 supervision of design and drawing produc-Design Engineer ENG/129 98.85 tion. Design Engineer ENG/130 111.57 Project Engineer ENG/131 135.96 Project Engineer ENG/132 159.34 Senior Project Engineer ENG/133 183.25 Senior Project Engineer ENG/134 216.89 Senior Project Engineer ENG/135 206.82 Senior Project Engineer ENG/136 244.29 Engineering Services(ENS) Engineering Specialist 2 ENS/128 72.20 Scientific related services Engineering Specialist 3 ENS/129 82.21 including scientists,geologists, Engineering Specialist 4 ENS/130 102.53 surveyors,environmentalists,etc. Engineering Specialist 5 ENS/131 112.05 Senior Engineering Specialist 6 ENS/132 151.10 Senior Engineering Specialist 7 ENS/133 165.50 Engineering Technician (ENT) Engineering Technician 1 ENT/125 55.99 Design and drawing production(graphics)Engineering Technician 2 ENT/126 61.83 Engineering Technician 3 ENT/127 66.29 Engineering Technician 4 ENT/128 75.35 Engineering Technician 5 ENT/129 84.02 Senior Engineering Tech.6 ENT/130 97.74 Senior Engineering Tech.7 ENT/131 121.16 Senior Engineering Tech.8 ENT/132 141.34 Senior Engineering Tech.9 ENT/133 166.19 Department Tech Coordinator ENT/134 182.64 Finance (FIN) Project Accounting Associate 2 FIN/002 53.09 Project accounting and invoice preparation. Project Accounting Associate 3 FIN/003 64.09 Financial Reporting Supervisor FIN/004 79.35 Business Analysis Specialist 5 FIN/005 105.48 Business Analysis Specialist 6 FIN/006 117.11 Business Analysis Specialist 7 FIN/007 142.47 Financial Group Supervisor FIN/008 161.45 Procurement (PCR) Procurement Specialist 1 PCR/001 55.76 Bidding and awarding of contracts and Procurement Specialist 2 PCR/002 66.92 purchase orders for equipment and Procurement Specialist 3 PCR/003 79.17 construction. Expediting of equipment Senior Procurement Spec.4 PCR/004 93.87 delivery.Senior Procurement Spec.5 PCR/005 112.41 Procurement Supervisor 6 PCR/006 126.41 Procurement Supervisor 7 PCR/007 161.86 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 Exhibit C Black&Veatch Energy Division 2012-2013 Power Delivery Billing Rates Sal Plan/ Job Family Title(Salary Plan) Title Grade Hourly Billing RateProjectControls (PJC) Project Controls Specialist 1 PJC/001 72.66Projectplanning,scheduling,and cost Project Controls Specialist 2 PJC/002 85.87 control. Project Controls Specialist 3 PJC/003 97.89 Senior Proj Controls Specialist PJC/004 116.88 Lead Proj Controls Professional PJC/005 135.59 Senior Proj Controls Manager PJC/006 154.95 Senior Proj Controls Manager PJC/007 184.93ProjectManagement (PMT) Project Manager 1 PMT/01 165.34Overallmanagementofprojects,including Project Manager 2 PMT/02 180.59 engineering,procurement,construction, Senior Project Manager 3 PMT/03 192.13 project scheduling and cost management.Project Director 1 PMT/04 199.30 Project Director 2 PMT/05 210.12 Senior Project Director 3 PMT/06 224.54 Senior Project Director 4 PMT/07 250.20 Senior Project Director 5 PMT/08 274.65SpecializedServices(SPC) Staff Specialist 2 SPC/002 67.18Legal,scientific,economic and related Staff Specialist 3 SPC/003 55.74 services,including scientists,geologists, Staff Specialist 4 SPC/004 75.59 surveyors,environmentalists,attorneys, Staff Specialist 5 SPC/005 113.16 economists,etc.Senior Specialist 6 SPC/006 136.44 Senior Specialist 7 SPC/007 158.46 Senior Specialist 8 SPC/008 206.67 Owner Billings Owner shall pay Engineer for the performance of Services the sum of the following amounts.1) The amount of each Black&Veatch Employee's Hourly Billing Rate,as stated above,times the actual hours the Employee spends in performing the Services. The rates shown are for straight time. Nonexempt employees are paid time-and- one-half for overtime hours,which will increase their billing rate accordingly.2) The amount of$9.50 per hour charged to this project by Black&Veatch personnel for office related expenses such as drawing and document reproduction,postage, overnight delivery services,long distance telephone and fax charges,and use of computers and software,etc. 3) An amount equal to the actual out-of-pocket cost for travel and living expenses.4) The actual cost paid by the Engineer to subcontractors plus 10%of the actual cost. Notes: 1. Billing rates include all payroll burden,overheads,and profit. 2. Black&Veatch's accounting year consists of 12 periods,for a total of 2,080 working hours peryear. 3. Billing rates for 2012-2013 are listed in the table above,and are for the period from April 1, 2012 through March 31,2013. Billing rates for 2013 and subsequent years are expected to increase by 5 percent. 4. Billing rates will be automatically adjusted and increased by twenty-five percent(25%)for all time charges directly associated with the preparation of and delivery of expert testimony. This Rate Sheet contains information that may be privileged,confidential,and exempt from disclosure under applicable law. Any unauthorized disclosure, copying,ordistributionofthisdocumentoranyofitscontentisprohibited. DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 City of Denton, Texas Purchase Order No. 160700 This number must appear on ALL invoices, delivery slips, cases, cartons, boxes, packing slips, and bills. 600500 Branch/Plant MATERIALS MANAGEMENT / 901-B TEXAS STREET / DENTON, TEXAS 76209 940/349-7100 FAX 940/349-7302 The standard terms and conditions posted at www.dentonpurchasing.com are applicable to purchase orders issued by the City of Denton Vendor No 927463 ELECTRIC ENGINEERING -SPENCER Ship To Send original invoice with duplicate copy to: BLACK & VEATCH CORPORATION Shipped From 14100 SAN PEDRO STE 310 . Accounts Payable 1685 SPENCER RD SAN ANTONIO TX 78232 215 E McKinney St DENTON TX 76205 Denton, TX 76201-4299 accountspayable@cityofdenton.com Shipping Term: FOB Destination Term Net 30 Days 11/8/2012 Requested 11/8/2012 Ordered E-mail Address: huestecc@bv.com Retainage % Delivery Line Rev Description Description Line 2 Account Number Qty. Ordered U M Unit Price Extended Price Original Order No Professional Eng. Services File 5089 Council 11/06/2012 603187491.1360.3560 LS 564,000.0000 564,000.00 00110391 1 1 Item No Total Order 564,000.00 Sales Tax Total Order Term Net 30 Days Tax Rate *NA* .00 564,000.00 Purchasing Authorization 363531 S i g n a t u r e O n F i l e Smith, Karen karen.smith@cityofdenton.com DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 Denton Municipal Electric | SUBSTATION DESIGN AND AUTOMATION SERVICES BLACK & VEATCH | PROFESSIONAL SERVICES AGREEMENT AMENDMENT A.1 Appendix A.2 Proposal for Substation Design Services for Spencer Interchange Upgrade Project DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 SUBSTATION DESIGN SERVICES ADDENDUM FOR DME P.O. 160700 DENTON SPENCER INTERCHANGE UPGRADE PROJECT PREPARED FOR Denton Municipal Electric 12 JANUARY 2016 ® ®©Black & Veatch Holding Company 2014 All rights reserved. DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 Denton Municipal Electric | SUBSTATION DESIGN SERVICES BLACK & VEATCH | PROFESSIONAL SERVICES AGREEMENT ADDENDUM i Table of Contents 1.0 ENGINEERING SERVICES DESCRIPTION ........................................................................................... 1 2.0 CONCEPTUAL DESIGN ............................................................................................................................ 1 2.1 SUBSTATION CONCEPTUAL DESIGN DEVELOPMENT ............................................................. 1 2.2 DME TASKS .................................................................................................................................................. 1 3.0 DETAIL DESIGN ........................................................................................................................................ 2 3.1 ENGINEER’S TASKS .................................................................................................................................. 2 3.2 DME’S TASKS .............................................................................................................................................. 3 3.3 GENERAL CLARIFICATIONS ................................................................................................................. 3 4.0 PROJECT SCHEDULES AND BUDGETARY ESTIMATE ................................................................... 3 4.1 PROJECT SCHEDULE ................................................................................................................................ 4 4.2 ENGINEERING COST ESTIMATE ......................................................................................................... 4 LIST OF APPENDICES A.1 Engineering Man‐hour Estimates for Design Services…………….………………………………….A‐1 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 BLACK & VEATCH | PROFESSIONAL SERVICES AGREEMENT ADDENDUM 1 1.0 ENGINEERING SERVICES DESCRIPTION This addendum defines Black & Veatch’s proposed scope of services for the Denton Spencer Interchange Upgrade Project that will include a new Denton Municipal Electric (DME) control house. The work will be performed as an amendment to the Black & Veatch Professional Services Agreement dated November 6, 2012, resulting amendment dated December 17, 2013, and within the budget defined by the DME purchase order number 160700. The design services will include a layout for a new pre‐fabricated control building which will contain the relaying and controls for the equipment in the existing Spencer Interchange substation yard. The control building will be sized to accommodate the ultimate buildout of the station. The control building will include HVAC, lighting, AC and DC house service equipment, SCADA and communication equipment. The design services will also include protective relay and control panel design for all substation equipment, communication and HMI panel design, upgrade of the existing substation to 3000A bus, breakers, and switches, and a new raceway plan to route cables from substation equipment to the new control building. 2.0 CONCEPTUAL DESIGN Conceptual design will include the following activities. 2.1 SUBSTATION CONCEPTUAL DESIGN DEVELOPMENT The Substation Conceptual Design Development will be based on the following deliverables and tasks: 1. Kick off Meeting. DME and Black & Veatch will meet to establish project design criteria. 2. One‐line Equipment Diagram. Prepare a conceptual switching one line equipment diagram and a conceptual relaying one line diagram for review and approval by DME. 3. Control House Layout and Arrangement. Prepare a conceptual control house layout and arrangement drawing for review and approval by DME. 4. Substation Design Memorandum. On the basis of design criteria provided by DME, Black & Veatch will prepare a Substation Design Memorandum that documents the following. ● Project description ● Site description and development ● Substation arrangement ● Foundation criteria ● Control Building design criteria ● Project One‐Lines ● Protection and control systems 2.2 DME TASKS DME will perform the following Conceptual Design tasks. DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 BLACK & VEATCH | PROFESSIONAL SERVICES AGREEMENT ADDENDUM 2 ● Review the conceptual site and control building arrangement drawings and the one line drawings prepared by Black & Veatch, and provide approval and/or comments to the Engineer within two (2) weeks after receipt. 3.0 DETAIL DESIGN Detail design will include modification of existing drawings and the addition of new drawings for the Denton Spencer Interchange Control Redirection Project. The following types and quantities of design drawings are anticipated. Appendix A.1 includes a detailed description of each of the anticipated design tasks and drawing deliverables. Drawing Type No. of Drawings Communication, Relay, and Switching One Line Diagrams 4 138kV Substation Installation Drawings 20 Protective Relay and Control Schematics and Wiring 91 Total 115 3.1 ENGINEER’S TASKS ● Provide a monthly progress report for project and schedule status. ● Four design coordination meetings will be held with DME over the course of the project: kickoff, 30%, 60%, and 90%. Coordination meetings will be held at DME or Black & Veatch College Station office. ● Attend a site visit to investigate and verify site conditions and finalize layouts. ● Provide bill of materials and equipment specifications for equipment procurement by DME. ● Provide relay settings for the various relays. ● Provide contractor supplied material drawing review and engineering coordination. ● Provide support during project construction and cutover of the new control building. Installation and testing includes Black & Veatch engineers to support DME personnel or DME construction contractors. One week is included in estimate. ● Prepare “Conformed to Construction Records” drawings to document changes that were made during the course of construction. Black & Veatch will provide all as‐left configuration files. ● Provide design for new DME DFR panel. DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 BLACK & VEATCH | PROFESSIONAL SERVICES AGREEMENT ADDENDUM 3 3.2 DME’S TASKS ● Provide the Engineer with the necessary drawings and documents to complete the project. ● Provide all fault study and load flow study data needed by the Engineer for the design of the project at the kick‐off meeting. ● Review the Engineer’s drawings, bill of material and specifications and provide comments for acceptance to the Engineer within two (2) weeks after receipt. ● DME will perform all procurement tasks for substation yard equipment, control house and panel equipment, and miscellaneous equipment required for the project. ● DME to obtain and file for all building and site permits required for the project with support from Black & Veatch. 3.3 GENERAL CLARIFICATIONS ● Black & Veatch’s estimate of Costs for the project are based on this scope of services, and specifically on performing the tasks and providing the deliverables stated. Black & Veatch may request changes to the Estimated Project Total Cost for the project if tasks performed or deliverables provided are different from those stated in this document. ● Cost estimate does not include converting all physical/substation drawings to vector drawings. Estimate includes converting modified raster drawings to vector. ● The Pockrus Line Panel will be relocated from the existing control building to the new control building. Hours have been included to update these drawings to fit new design. ● All new drawings prepared for the Project by the Engineer will be prepared using AutoCAD 2010 software and in accordance with DME’s graphics standards. ● Black & Veatch will base design on DME’s current design standards. ● Temporary control wiring design for the cut‐over sequence is not included in the scope of work. Once a cut‐over sequence has been established, the need for temporary control wiring will be determined along with an estimated scope of work to perform the associated design. ● Black & Veatch design will support a construction start date of Fall 2016 and an in service date of May 2017. ● Black & Veatch has not included any trips to equipment manufacturer plants for drawing review, inspection, or testing. ● Black & Veatch has not included costs for Construction Management or Construction Inspection in this scope of services. ● If future DME requested scope changes include individual tasks that are not already included in this Scope of Services document, Black & Veatch will prepare a Change‐of‐Scope Request form and submit it to DME for review and approval. 4.0 PROJECT SCHEDULES AND BUDGETARY ESTIMATE Based on the project scope, Black & Veatch has developed the following project schedule and budgetary estimate for the Denton Spencer Interchange Control Redirection Project. DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 BLACK & VEATCH | PROFESSIONAL SERVICES AGREEMENT ADDENDUM 4 4.1 PROJECT SCHEDULE The anticipated project duration has been established at approximately 12 months from the start of engineering to the completion of construction. 4.2 ENGINEERING COST ESTIMATE Based on the deliverables, we estimate the following not to exceed costs and man‐hours to complete the engineering services defined in this proposal. The costs are estimates and billing will be for actual hours spent. See Appendix A.1 for detailed summary. Substation Design Services Task No. Task Estimated Man-hours Estimated Cost 10 Project Administration, Planning & Control 188 $30,700 40 Preliminary Engineering 168 $30,800 50 Design Engineering 1378 $165,000 60 Relay Settings 216 $30,300 70 Material and Equipment Procurement 21 $3,100 80 Construction Support 140 $18,300 90 Engineering Completion 130 $15,700 Subtotal 2241 $293,900 Contingency (15%) - $44,100 Total 2241 $338,000 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 BLACK & VEATCH | PROFESSIONAL SERVICES AGREEMENT AMENDMENT A.1 Appendix A.1 Engineering Man‐hour Estimates for Design Services DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 Denton Municipal ElectricSpencer Interchange Control RedirectionEng. Start Date: 01/04/2016Project: Eng. Compl. Date: 8/01/2016201 Phase: Project Dur: 7 Mo. Constr. Dur: 5 Mo.No of PD‐Project PD‐Project PD‐Electrical Control PD‐ Sr. Civil PD‐CivilDwgs Manager Engineer Engineer Manager Engineer Engineer Drafter Admin Total10 PROJECT ADMINISTRATION, PLANNING & CONTROLProject Monitoring, Schedules, Progress Reports, Invoicing, & Admin. 24 24 20 68Maintain Project Files24 24Project Kick‐off and Schedule/Progress Meetings 16 16 16 12 60Site Visit/Office Meetings (2 round‐trips) 12 12 12 36Manhour Subtotal0 5228 162424 0 044 18840 Preliminary Engineering and Equipment SpecificationBasic one line112 2 5Relay one line 2 2 20 16 38Communication one line 1 1 4 4 9Substation site arrangement 1 1 4 8 13Control Building Layout 1 1 4 4 9Relay Panel BOM 8 4 32 24 60Project Instruction Memorandum/Project Design Memorandum 16 8 4 2 4 34Manhour Subtotal14 026 74042 584 16850 Design Engineering Protective Relaying & ControlNew Relay and Breaker Schematics (7 panels) 63 7 315 315 2 639New Relay Panel Wiring Diagrams (7 Panels) 7 7 35 35 2 79Development of New Bus Protection Panel (1 Panel) 10 10 50 50 2 112AC/DC One Line, Station Service Diagrams 3 3 6 6 2 17QA Check4848Installation DesignGeneral Site Plan & Electrical Arrangement 1 1 12 16 2 31Section Drawings 5 5 25 60 2 92BOM Drawings 1 2 8 12 2 24Cable Schedule21618Electrical Details/ Grounding Details/ Conduit Details 4 4 20 32 2 58Foundation Plan, Schedule, Details 4 4 2 20 55 45 2 128Grounding Plan 1 1 4 12 2 19DME_Spencer_Interchange_Control_Redirection-Engineer-Estimate-Rev 0.xlsx 11/12/2016 1:40 PMDocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 Denton Municipal ElectricSpencer Interchange Control RedirectionEng. Start Date: 01/04/2016Project: Eng. Compl. Date: 8/01/2016201 Phase: Project Dur: 7 Mo. Constr. Dur: 5 Mo.No of PD‐Project PD‐Project PD‐Electrical Control PD‐ Sr. Civil PD‐CivilDwgs Manager Engineer Engineer Manager Engineer Engineer Drafter Admin TotalRaceway Plan 3 3 24 24 2 53QA Check40 12 52Manhour Subtotal 102 0 137 517 0 32 55 607 22 137060 Relay and SCADA SettingsRelay Protection Settings (26 Relays)65 91156DFR Conifguration File and Settings20 4060Manhour Subtotal0085131000 00 21670 Material and Equipment Procurement SupportMaterial and Equipment Procurement Support 1 12 821Manhour Subtotal0 112 8000 00 2180 Construction Support Construction Support40 40 10 10 40 140Manhour Subtotal 0 0 40 40 0 10 10 40 0 14090 Engineering CompletionConformed to Construction Records8 40 2 4 40 8 102Project Close Out44 4 44 8 28Manhour Subtotal0 412 44068 4016 130ENGINEERING SERVICES ‐ MAN‐HOUR TOTAL 116 57 340 830 24 76 75 745 86 2233DME_Spencer_Interchange_Control_Redirection-Engineer-Estimate-Rev 0.xlsx 21/12/2016 1:40 PMDocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 Denton Municipal Electric | SUBSTATION DESIGN AND AUTOMATION SERVICES BLACK & VEATCH | PROFESSIONAL SERVICES AGREEMENT AMENDMENT A.1 Appendix A.3 Proposal for Substation Design Services for Brinker Substation DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 SUBSTATION DESIGN SERVICES ADDENDUM FOR DME P.O. 160700 DENTON BRINKER SUBSTATION PROJECT PREPARED FOR Denton Municipal Electric 30 SEPTEMBER 2014 ® ®©Black & Veatch Holding Company 2014 All rights reserved. DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 Denton Municipal Electric | SUBSTATION DESIGN SERVICES BLACK & VEATCH | PROFESSIONAL SERVICES AGREEMENT ADDENDUM i Table of Contents 1.0 ENGINEERING SERVICES DESCRIPTION ........................................................................................... 1 2.0 CONCEPTUAL DESIGN ............................................................................................................................ 2 2.1 SUBSTATION CONCEPTUAL DESIGN DEVELOPMENT ............................................................. 2 2.2 DME TASKS .................................................................................................................................................. 2 3.0 DETAIL DESIGN ........................................................................................................................................ 3 3.1 ENGINEER’S TASKS .................................................................................................................................. 3 3.2 DME’S TASKS .............................................................................................................................................. 3 3.3 GENERAL CLARIFICATIONS ................................................................................................................. 4 4.0 PROJECT SCHEDULES AND BUDGETARY ESTIMATE ................................................................... 4 4.1 PROJECT SCHEDULE ................................................................................................................................ 4 4.2 ENGINEERING COST ESTIMATE ......................................................................................................... 4 LIST OF APPENDICES A.1 Engineering Man‐hour Estimates for Design Services…………….………………………………….A‐1 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 BLACK & VEATCH | PROFESSIONAL SERVICES AGREEMENT ADDENDUM 1 1.0 ENGINEERING SERVICES DESCRIPTION Denton Municipal Electric (DME) is initiating a project to install a new 138kV substation which will be named Brinker. Brinker Substation will ultimately be a ten bay inverted breaker and a half substation with two control buildings. Build out for this project will consist of two full bays and five partial bays for a total of seven bays. There will be a breaker in each main bus run that will enable the substation to be split into a six bay inverted breaker and a half substation and a four bay breaker and a half substation. Design will consist of using current DME standards. These standards will include foundations, steel structures, equipment layouts, material callouts, and protective relaying, control, and communication panels. DME’s current method of utilizing a modular approach to physical design will be employed. The following design scope will be provided to accommodate construction of Brinker Substation: Substation Layout o Six (6) transmission line positions Woodrow McKinney Cooper Creek Mayhill Spencer Interchange 1 Spencer Interchange 2 o Three (3) distribution transformer and switchgear building position o Eighteen (18) 138kV breakers o Forty six (46) 138kV breaker disconnect switches o Nine (9) 138kV line/transformer disconnect switches o Three (3) 138kV PTs per bay position o Each line position will have a hot line indication 138kV PT (as required) o Six bay side of station will have two (2) sets of 138kV PTs per bus o Four bay side of station will have one (1) set of 138kV PTs per bus o Six (6) 138kV disconnect switches off of bus to allow for construction of future bays without taking a bus outage Control Building 1 o Three (3) line relay panels with breaker control Woodrow McKinney Spencer Interchange 1 o Six (6) 138kv breaker control panels o Three (3) distribution transformer breaker control panels o One (1) HMI panel o Two (2) bus differential panels o One (1) DFR Panel o One (1) set of transformer metering and secondary panels for each distribution transformer for a total of three of each panel (panels to be located in switchgear buildings) Control Building 2 DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 BLACK & VEATCH | PROFESSIONAL SERVICES AGREEMENT ADDENDUM 2 o Three (3) line relay panels with breaker control Cooper Creek (Future Arco) Mayhill Spencer Interchange 2 o Three (3) 138kv breaker control panels o One (1) HMI panel o One (1) DFR Panel o Two (2) bus differential panels 2.0 CONCEPTUAL DESIGN Conceptual design will include the following activities. 2.1 SUBSTATION CONCEPTUAL DESIGN DEVELOPMENT The Substation Conceptual Design Development will be based on the following deliverables and tasks: 1. Kick off Meeting. DME and Black & Veatch will meet to establish project design criteria. 2. Site Arrangement. Provide conceptual general arrangement drawings for review and approval by DME. 3. One‐line Equipment Diagram. Prepare a conceptual switching one line equipment diagram and a conceptual relaying one line diagram for review and approval by DME. 4. Control House Layout and Arrangement. Prepare a conceptual control house layout and arrangement drawing for review and approval by DME. 5. Substation Design Memorandum. On the basis of design criteria provided by DME, Black & Veatch will prepare a Substation Design Memorandum that documents the following. ● Project description ● Site description and development ● Substation arrangement ● Foundation criteria ● Control Building design criteria ● Project One‐Lines ● Protection and control systems 2.2 DME TASKS DME will perform the following Conceptual Design tasks. ● Review the conceptual site and control building arrangement drawings and the one line drawings prepared by Black & Veatch, and provide approval and/or comments to the Engineer within two (2) weeks after receipt. DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 BLACK & VEATCH | PROFESSIONAL SERVICES AGREEMENT ADDENDUM 3 3.0 DETAIL DESIGN Detail design will include creation of new drawings for the Brinker Substation Project. The following types and quantities of design drawings are anticipated. Appendix A.1 includes a detailed description of each of the anticipated design tasks and drawing deliverables. Drawing Type No. of Drawings Switching, Communication, and Relay One Line Diagrams 11 138kV Substation Installation Drawings 133 Protective relay and Control Schematics and Wiring 259 Total 403 3.1 ENGINEER’S TASKS ● Provide a monthly progress report for project and schedule status. ● Four design coordination meetings will be held with DME over the course of the project: kickoff, 30%, 60%, and 90%. Coordination meetings will be held at DME or Black & Veatch College Station office. ● Attend a site visit to investigate and verify site conditions and finalize layouts (if necessary). ● Provide bill of materials for equipment procurement by DME. ● Provide relay settings for the various relays. ● Provide contractor supplied material drawing review and engineering coordination. ● Provide support during project construction. Installation and testing includes Black & Veatch engineers to support DME personnel or DME construction contractors. One week is included in estimate. ● Prepare “Conformed to Construction Records” drawings to document changes that were made during the course of construction. Black & Veatch will provide all as‐left configuration files. 3.2 DME’S TASKS ● Provide the Engineer with the necessary drawings and documents to complete the project. ● Provide all fault study and load flow study data needed by the Engineer for the design of the project at the kick‐off meeting. ● Review the Engineer’s drawings, bill of material and specifications and provide comments for acceptance to the Engineer within four (4) weeks after receipt. DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 BLACK & VEATCH | PROFESSIONAL SERVICES AGREEMENT ADDENDUM 4 ● DME will perform all procurement tasks for substation yard equipment, control house and panel equipment, and miscellaneous equipment required for the project. ● DME to obtain and file for all building and site permits required for the project with support from Black & Veatch. 3.3 GENERAL CLARIFICATIONS ● Black & Veatch’s estimates of Costs for the project are based on this scope of services, and specifically on performing the tasks and providing the deliverables stated. Black & Veatch may request changes to the Estimated Project Total Cost for the project if tasks performed or deliverables provided are different from those stated in this document. ● Costs for determining fence foundation and bottom of panel elevations has not been included in this estimate. Black & Veatch feels this is a task that should be included in the site development scope of work. ● Costs have been included for a subcontractor to perform soil resistivity testing once site development is complete. ● Costs have not been included for a subcontractor complete soil borings and supply a soil report. It is expected that this information will be provided by DME. ● All new drawings prepared for the Project by the Engineer will be prepared using AutoCAD 2010 software and in accordance with DME’s graphics standards. ● Black & Veatch will base design on DME’s current design standards. ● Black & Veatch design will support a construction start date of Fall 2016 and an in service date of May 2017. ● Black & Veatch has not included any trips to equipment manufacturer plants for drawing review, inspection, or testing. ● Black & Veatch has not included costs for Construction Management or Construction Inspection in this scope of services. ● If future DME requested scope changes include individual tasks that are not already included in this Scope of Services document, Black & Veatch will prepare a Change‐of‐Scope Request form and submit it to DME for review and approval. 4.0 PROJECT SCHEDULES AND BUDGETARY ESTIMATE Based on the project scope, Black & Veatch has developed the following project schedule and budgetary estimate for the Denton North Interchange Control Redirection Project. 4.1 PROJECT SCHEDULE The anticipated project duration has been established at approximately 20 months from the start of engineering to the completion of construction. 4.2 ENGINEERING COST ESTIMATE Based on the deliverables, we estimate the following not to exceed costs and man‐hours to complete the engineering services defined in this proposal. The costs are estimates and billing will be for actual hours spent. See Appendix A.1 for detailed summary. DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 BLACK & VEATCH | PROFESSIONAL SERVICES AGREEMENT ADDENDUM 5 Substation Design Services Task No. Task Estimated Man-hours Estimated Cost 10 Project Administration, Planning & Control 297 $50,800 40* Preliminary Engineering 292 $47,200 50 Design Engineering 3209 $398,300 60 Relay Settings 522 $74,000 70 Material and Equipment Procurement 25 $3,900 80 Construction Support 120 $18,200 90 Engineering Completion 184 $23,000 Sub Total 4649 $615,400 10% Contingency $61,540 Total $676,940 *Includes $10,000 for subcontractor to perform soil resistivity testing. DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 BLACK & VEATCH | PROFESSIONAL SERVICES AGREEMENT AMENDMENT A.1 Appendix A.1 Engineering Man‐hour Estimates for Design Services DocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 Denton Municipal Electric138kV Brinker SubstationEng. Start Date: 9/1/15Project: Eng. Compl. Date: 5/31/17Phase: Project Dur: 20 MonthsNo of PD‐Project PD‐Project PD‐Electrical Control PD‐ Sr. Civil PD‐CivilDwgs Manager Engineer Engineer Manager Engineer Engineer Drafter Admin Total10 PROJECT ADMINISTRATION, PLANNING & CONTROLProject Monitoring, Schedules, Progress Reports, Invoicing, & Admin. 40 15 32 12 99Maintain Project Files1016 26Project Kick‐off and Schedule/Progress Meetings 12 6072Site Visit/Office Meetings (4 round‐trips) 12 32 32 16 8 100Manhour Subtotal 0 64 117 32 32 16 8 0 28 29740 Preliminary Engineering and Equipment SpecificationBasic one line 1 1 2 2 5Relay one line 5 5 30 15 50Communication one line 5 5 20 15 40Substation site arrangement 1 1 8 4 13Control Building Layout 2 2 8 4 14Relay Panel BOM 26 4 104 32 140Project Instruction Memorandum/Project Design Memorandum 16 8 4 2 30Manhour Subtotal40 034180042 720 29250 Design Engineering Protective Relaying & ControlNew Relay and Breaker Schematics (26 panels) 195 26 780 780 1586New Relay Panel Wiring Diagrams (26 Panels) 26 6 104 104 214Development of New DFR Panel (2 Panels) 6 40 80 40 160AC/DC One Line, Station Service Diagrams 6 6 12 12 30QA Check168168Installation DesignGeneral Site Plan & Electrical Arrangement 6 6 48 48 102Section Drawings 16 8 64 96 168BOM Drawings 1 2 8 8 18Section Module Drawings 5 5 60 30 95Cable Schedule216 0 18Electrical Details/ Grounding Details/ Conduit Details 6 6 24 12 42Foundation Plan, Schedule, Details 25 5 13 35 30 50 133Grounding Plan 1 2 8 8 18DME_Brinker_Engineering_Estimate-Rev0.xlsx 110/5/2015 2:02 PMDocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 Denton Municipal Electric138kV Brinker SubstationEng. Start Date: 9/1/15Project: Eng. Compl. Date: 5/31/17Phase: Project Dur: 20 MonthsNo of PD‐Project PD‐Project PD‐Electrical Control PD‐ Sr. Civil PD‐CivilDwgs Manager Engineer Engineer Manager Engineer Engineer Drafter Admin TotalRaceway Plan 9 9 90 72 171Structure Drawings 60 4 6 20 30 20 80Sag Charts05025580Lightning Protection Calculation 1 2 16 8 26QA Check40 60 100Manhour Subtotal 363 0 337 1329 0 165 85 1293 0 320960 Relay and SCADA SettingsRelay Protection Settings (77 Relays)198 264462DFR Conifguration File and Settings20 4060Manhour Subtotal0 0218304000 00 52270 Material and Equipment Procurement SupportMaterial and Equipment Procurement Support 1 8 8 8 25Manhour Subtotal0 18 8080 00 2580 Construction Support Construction Support40 20 40 20 120Manhour Subtotal 0 0 40 20 0 40 20 0 0 12090 Engineering CompletionConformed to Construction Records16 40 8 16 80 160Project Close Out44 44 8 24Manhour Subtotal 0 4 20 40 0 12 20 80 8 184ENGINEERING SERVICES ‐ MAN‐HOUR TOTAL 403 69 774 1913 32 245 135 1445 36 4649DME_Brinker_Engineering_Estimate-Rev0.xlsx 210/5/2015 2:02 PMDocuSign Envelope ID: 52566703-F876-4E26-9342-11A4DE18B7A3 Certificate Of Completion Envelope Id: 52566703F8764E26934211A4DE18B7A3 Status: Completed Subject: Please DocuSign: REVISED 5089 Second Amendment - Black & Veatch Corporation Source Envelope: Document Pages: 84 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 0 Rebecca Hunter AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) rebecca.hunter@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 3/17/2016 12:09:17 PM Holder: Rebecca Hunter rebecca.hunter@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Rebecca Hunter rebecca.hunter@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (Optional) Completed Using IP Address: 129.120.6.150 Sent: 3/17/2016 12:16:11 PM Viewed: 3/17/2016 12:16:20 PM Signed: 3/17/2016 12:17:12 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Richard I. 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