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BP Chill storage Water OPA DocuSign Envelope ID: DC8F9F90-E764-4B17-8AFF-9C878CC03959 THE STATE OF TEXAS § COUNTY OF DENTON § WATER UTILITIES OVERSIZE COST PARTICIPATION AGREEMENTBETWEEN THE CITY OF DENTON AND B-BP CHILL DENTON,LLC FOR THE INSTALLATION OF AN SIXTEEN (16) INCH WATER LINE This Water Utilities Oversize Cost Participation Agreement (this "Agreement"), is made and entered into thisll_ooday of oc o er , 2023 (the "Effective Date"), by and between the City of Denton, a Texas Home-Rule Municipal Corporation (hereinafter referred to as the "City"), with its offices located at 215 East McKinney Street, Denton, Texas 76201, and B-BP Chill Denton, LLC a Texas limited corporation (hereinafter referred to as "Developer"), whose business address is 9201 North Central Expressway, OR Dallas, TX 75231. RECITALS: WHEREAS, Developer is the owner of certain real property located in the City of Denton, Texas and being described on Exhibit A, attached hereto and made a part hereof for all purposes(the"Property"); and WHEREAS, Developer is in the process of developing and improving the Property and in connection with the same, must design, construct and install adequate water facilities to service the Property (the"Required Facilities"); and WHEREAS, the City, in accordance with its ordinances, wishes to participate in the cost of designing, constructing and installing said Required Facilities to provide for an "oversized" water main to expand its utility system and insure adequate utility service to other customers, which "oversized water main consists of approximately 1,660 linear feet of eighteen-inch (16") water line and all necessary appurtenances thereto, as shown on Exhibit B, attached hereto and incorporated herein by reference(the"Oversized Facilities"); and WHEREAS,the City and Developer desire to enter in this Agreement under Subchapter C, Section 212 of the Texas Local Government Code, to provide for oversizing of improvements required to increase the capacity of improvements in anticipation of future development in the area; and WHEREAS,the City and Developer desire to set forth,in writing,their understandings and agreement regarding the design, construction and installation of the Required Facilities as more fully set forth herein; and NOW,THEREFORE,in consideration of the mutual promises and covenants contained herein Developer and the City do hereby AGREE as follows: 1. Term This Agreement becomes effective upon the Effective Date and shall remain in effect until the Required Facilities are completed, have been accepted by the City, and the City has reimbursed the Developer for the portion of the construction costs for the Required Facilities attributable to oversizing in accordance with the terms hereof, unless earlier terminated in a DocuSign Envelope ID: DC8F9F90-E764-4B17-8AFF-9C878CC03959 writing that is signed by both the City and Developer. Scope of Work Developer shall design, install,and construct the Oversized Facilities. 2. City and Developer Rights and Responsibilities A. Developer agrees that all City costs related to participation, in accordance with Section 212.072 of the Texas Local Government Code,shall not exceed thirty (30%) of the improvements benefitting the Property, excluding the oversizing of improvements. The amount of the City's Participation shall be limited to an amount not to exceed one hundred percent (100%) of the total cost for any oversizing of improvements. B. Prior to the commencement of construction of the Required Facilities, the Developer shall execute a performance bond for the construction of the improvements in the amount of$561,060.00 to ensure completion of the project. The bond must be executed by a corporate surety in accordance with Chapter 2253 of the Texas Government Code. The performance bond shall be maintained by the Developer until the completion and acceptance of the Required Facilities. Developer shall repair and/or replace all defects due to faulty materials and workmanship that appear within a period of one(1)year from the date of final completion and final acceptance of the Required Facilities by City. Upon completion and acceptance of the Required Facilities, the Developer shall provide a two-year maintenance bond in the amount of the cost of the Required Facilities. C. This Agreement is subject to and governed by the Denton Development Code and any other applicable ordinances of the City of Denton, Texas. D. Developer shall obtain, at Developer's sole cost and expense, all necessary permits, licenses, and easements to construct and install the Required Facilities. The easements, deeds, and plats therefor obtained by the Developer in connection with the construction and installation of the Required Facilities shall be reviewed and approved as to form and substance by the City, which approval shall not be unreasonably withheld. If the Developer is unable to acquire needed easements, the Developer shall provide the City with any reasonably requested documentation of efforts to obtain such easements, including evidence of negotiations and reasonable offers made to the affected property owners. Any easements for the Oversized Facilities obtained by the Developer shall be assigned to the City, if not taken in the City's name, prior to acceptance of the Oversized Facilities,and the Developer warrants clear title to such easements from and against all lawful claims and demands of all persons claiming by, through, or under the Developer, subject however to all easements, covenants, conditions, reservations, restrictions and matters of record and any conditions that would be uncovered by an inspection of the easement area or an accurate survey of the same (collectively, the "Permitted Exceptions"), and will defend the City against any adverse claim made against such title,other than the Permitted Exceptions. E. Developer agrees to design,construct and install the Required Facilities and 2 DocuSign Envelope ID: DC8F9F90-E764-4B17-8AFF-9C878CC03959 to fund Three Hundred Seventeen Thousand Eight Hundred seventy and 00/100 Dollars ($317,870.00) (the"Developer Share's of the construction cost for the Required Facilities. All costs to design, construct and install the Required Facilities in excess of the Developer Share are "Oversizing Costs." The City agrees to make payments to Developer for Oversizing Costs in an amount not to exceed Two Hundred and Forty-Three Thousand, One hundred Ninety and 00/100 Dollars ($243,190.00) subject to appropriation, or approximately Forty-Three and 30/100 percent(43.31/o) of the $561,060.00 shown as the total estimated costs to design, construct and install the Required Facilities as set forth on Exhibit C, attached hereto(the "City Share"). F. The Director of Water Utilities or their designee shall determine the appropriate level of cost participation by the City based upon the incremental cost between the Developer's Required Facilities and the City's requested Oversized Facilities. This cost determination shall be based upon recent bids for similar facilities and/or cost estimates prepared by the City's engineering staff. If the City cannot justify the costs involved in any such contract where City funds or pro-rata repayment is involved, the City shall have the option and right to submit the proposal for sealed bids, and the Developer shall pay its proportionate share of the acceptable low bid. Final approval of all oversize participation agreements between the City and the Developer shall come from the City Council after recommendation from the Public Utilities Board unless the participation amount is less than the expenditure level authorized by the City Manager. G. The City shall not, in any case, be liable for any additional cost because of delays in beginning, continuing, or completing construction; changes in the price or cost of materials, supplies, or labor; unforeseen or unanticipated cost because of topography, soil, subsurface, or other site conditions; differences in the calculated and actual per linear feet of pipe or materials needed for the Oversized Facilities; the Developer's decision as to the contractors or subcontractors used to perform the work; or any other reason or cause, specified or unspecified, relating to the construction of the Oversized Facilities. H. The City shall reimburse Developer for the City Share of Oversizing Costs within sixty (60)days of the completion and acceptance of the construction of the Required Facilities. 1. To confirm the actual cost of the Required Facilities, City shall have the right to inspect any and all records of the Developer, its agents, employees, contractors, or subcontractors, and shall have the right to require the Developer to submit any necessary information, documents, invoices, receipts, or other records to verify the actual cost of the Required Facilities. If the actual costs are lower than those noted on Exhibit C, the City's share in cost shall be reduced pro rata. J. All notices, payments, or communications to be given or made pursuant to this Agreement by the parties hereto, shall be sent to the Developer at the business address given above and to the City Manager for City at the address 3 DocuSign Envelope ID: DC8F9F90-E764-4B17-8AFF-9C878CC03959 given above. K. THE DEVELOPER SHALL INDEMNIFY AND HOLD THE CITY HARMLESS FROM ANY AND ALL CLAIMS, DAMAGES, LOSS, OR LIABILITY OF ANY KIND WHATSOEVER (INCLUDING DEATH), BY REASON OF INJURY TO PROPERTY OR PERSON OCCASIONED BY ANY ACT OR OMISSION, NEGLECT, OR WRONGDOING OF THE DEVELOPER,ITS OFFICERS,AGENTS, EMPLOYEES, INVITEES, OR CONTRACTORS, OR OTHER PERSONS WITH REGARD TO THE PERFORMANCE OF THIS AGREEMENT; AND THE DEVELOPER SHALL, AT ITS OWN COST AND EXPENSE, DEFEND AND PROTECT THE CITY AGAINST ANY AND ALL SUCH CLAIMS AND DEMANDS. NOTWITHSTANDING THE FOREGOING TO THE CONTRARY, THE DEVELOPER'S INDEMNIFICATION OBLIGATIONS HEREUNDER SHALL NOT INCLUDE ANY CLAIMS, DAMAGES, LOSSES, OR LIABILITIES OF ANY KIND WHATSOEVER THAT ARE CAUSED BY THE CITY'S SOLE NEGLIGENCE. IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OR FAULT OF BOTH DEVELOPER AND THE CITY, RESPONSIBILITY AND INDEMNITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT, HOWEVER, WAIVING ANY OF THE DEFENSES OF THE PARTIES UNDER TEXAS LAW. FURTHER, IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OR FAULT OF BOTH DEVELOPER AND THE CITY, RESPONSIBILITY FOR ALL COSTS OF DEFENSE SHALL BE APPORTIONED BETWEEN THE CITY AND DEVELOPER BASED UPON THE COMPARATIVE FAULT OF EACH. L. City may withhold funds, and, if necessary, may demand the return of some or all amounts previously paid to Developer for defective work, to protect City from loss or damage. M. Prior to the final payment by the City: i. The Required Facilities must be (1) completed by the Developer; (ii) reviewed and inspected by the City; and (iii) approved and accepted by the City. During the work on the Required Facilities, the City has the right to review all documents, maps, plats,records,photographs,reports and drawings affecting the construction and to inspect the work in progress; and ii. The City shall conduct a final inspection of the Required Facilities and any deficiencies noted by the City during such inspection shall have been addressed by the Developer to the City's satisfaction. 3. Legal Construction In case any one or more of the provisions contained in this Agreement shall for any 4 DocuSign Envelope ID: DC8F9F90-E764-4B17-8AFF-9C878CC03959 reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be considered as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. 4. Counterparts This Agreement may be executed,including electronically,in one or more counterparts, each of which when so executed shall be deemed to be an original and constitute one and the same instrument. If this Agreement is executed in counterparts, then it shall become fully executed only as of the execution of the last such counterpart called for by the terms of this Agreement to be executed. 5. Assignment Developer shall not sell, assign, transfer or its interest or rights in the Agreement, or any claim or cause of action related thereto in whole or in part,without the prior written consent of the City, which consent shall not be unreasonably withheld. As an express condition of consent to any assignment, Developer shall remain liable for completion of the Required Facilities in the event of default by the successor contractor or assignee. 6. Venue Any and all suits for any breach of this Agreement, or any other suit pertaining to or arising out of this Agreement, shall be brought in a court of competent jurisdiction in Denton County, Texas. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. 7. Entire Agreement This instrument embodies the entire agreement of the parties hereto and there are no promises, terms, conditions, or obligations other than those contained or incorporated herein. This Agreement shall supersede all previous communications, representations, or agreements, whether verbal or written, between the parties hereto with respect to the subject matter of this Agreement. 8. Miscellaneous A. Pursuant to Section 2270.002, Texas Government Code, the Developer hereby (i) represents that it does not boycott Israel, and (ii) subject to or as otherwise required by applicable federal law,including without limitation 50 U.S.C. Section 4607, agrees it will not boycott Israel during the term of the Agreement. As used in the immediately preceding sentence, "boycott Israel" shall have the meaning given such term in Section 2270.001,Texas Government Code. B. The Developer hereby represents that(i) it does not engage in business with Iran, Sudan or any foreign terrorist organization and(ii)it is not listed by the Texas Comptroller under Section 2252.153, Texas Government Code, as a company known 5 DocuSign Envelope ID: DC8F9F90-E764-4B17-8AFF-9C878CC03959 to have contracts with or provide supplies or services to a foreign terrorist organization. As used in the immediately preceding sentence, "foreign terrorist organization" shall have the meaning given such term in Section 2252.151,Texas Government Code. 9. Certification of Execution The person or persons signing and executing this Agreement on behalf of Developer, or representing themselves as signing and executing this Agreement on behalf of Developer, do hereby warrant and certify that he, she or they have been duly authorized by Developer to execute this Agreement on behalf of Developer and to validly and legally bind Developer to all terms, performances and provisions herein set forth. [Signature pages follow] 6 DocuSign Envelope ID: DC8F9F90-E764-4B17-8AFF-9C878CC03959 EXECUTED in duplicate original counterparts by the undersigned dgy6Buthorized officA%bgpd officers of the City and the Developer, on this the day of 2023. CITY OF DENTON A Texas Municipal Corporation DocuSigned by: By: SARA HENSLEY, CITY MANAGER ATTEST: JESUS SALAZAR, CITY SECRETARY DocuSigned by: -k sus Satol'ar By: 2437C77B897541D_ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obla .gogyand business terms. Siin ature D rector, Title water Utlilities Department 9/20/2023 Date Signed: APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY DocuSigned by: n l 6�G By: 847DC 78EA6043D.�,I .. 7 DocuSign Envelope ID: DC8F9F90-E764-4B17-8AFF-9C878CC03959 DEVELOPER: B-BP CHILL DENTON, LLC, a Delaware limited liability company By: B-BP Chill Holdco#1, LLC, a Delaware limited liability company, its Sole Member By B-BP Chill Development, LLC, a Delaware limited liability company, its Sole Member By: BP Chill Storage, LLC, a Delaware limited liability company, its Member By: Barber Partners,LLC, a Delaware limited liability company, its Manag'4"er By: ,.vim Name: Title: A,tYYx1 i Stanct�(� STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on the tardayof 2023, by fVtcholas $Qc known to me to be the�� of Barber Partners, LC, a Delaware limited liability company, the Manager of BP hill S rage, LLC, a Delaware limited liability company,the Member of BP Chill Development,LLC, a Delaware limited liability company, the Sole Member of B-BP Chill Holdco#1,LLC, Delaware limited liability company,the Sole Member of B-BP Chill Denton, LLC, a Delaware limited liability company, on behalf of said company. Cl�ner�4►�►� (�1���11�5 CHRISTINE.CECILIA WILLOWS Notary Public, in and for the State of Texas ..'" =? Notary Public,State of Texas N� Comm.Expires 10.10-2025 Notary D 131310482 nnn 8 C:\Uscn\nicba\AppData\Local\Microsoft\Windows\lNetCache\Content.Outlook\L68P6D&BWater Utilities Cost Participation Agreement- 2.docx DocuSign Envelope ID: DC8F9F90-E764-4B17-8AFF-9C878CC03959 Exhibit A Property Description THE PROPERTY Lot I BR,Block 1,being a Replat out of Lots I A&I B,Granite Point Phase I,an Addition to the City of Denton,Denton County,Texas,recorded as Document*2010-157,Plat Records of Denton County,Texas. 9 C:\User8\nicba\AppData\Local\Microsofl\Windows\INetCache\ContenLOutlook\L68P6IMH\Water Utilities Cost Participation Agreement- 2.doex DocuSign Envelope ID: DC8F9F90-E764-4B17-8AFF-9C878CC03959 Exhibit B Oversized Facilities 'i Ij ci - •I _ � I I � I t • � Galt;��,` - VI , I I I � 1 C32 IT:di1 1 v — ,. N , BP CHILL STORAGE W PUSUC Klmley Hom WATERMAIN EXHIBIT DENTON TEXAS BP C:`.Users\nieba'�AppData\Loval',Nlicrosoft\Windowa\INctCachc`,ContenLOullook'L68P611VII-I\Watcr lililities Cost Participation Agreement- 2.doex DocuSign Envelope ID: DC8F9F90-E764-4B17-8AFF-9C878CC03959 Exhibit C Estimated Cost of Required Facilities 16" DUCTILE IRON Water: Description QTY UNIT UNIT PRICE TOTAL CTE 16"Main 1 LS S 2,200.00 $ 2,200.00 16"DI Water Line 1660 11 S 170.00 $ 282,200.00 10"PVC 60 LF S 92.00 $ 5,520.00 6"PVC 120 LF $ 48.00 $ 5,760.00 2"Poly 100 LF S 25.00 $ 2,500.00 16"Gate Valve 8 EA S 16,000.00 $ 128,000.00 10"Gate Valve I EA S 4,300.00 $ 4,300.00 6"Gate Valve 7 EA S 1,700.00 $ 11,900.00 Fire Hydrant 7 EA S 5,000.00 $ 35,000.00 16x2 Meter Service 3 EA $ 4,900.00 $ 14,700.00 Water Fittings I LS S 32,600.00 $ 32,600.00 16"Termination Assembly 1 IS S 18,790.00 $ 18,790.00 Fire Hydrant Extension 7 EA S 850.00 $ 5,950.00 Testing 1940 LF S 3.00 $ 5,820.00 Trench Safety 1940 LF S 3.00 $ 5,820.00 $ 561,060.00 8" PVC Water: Description Q"1'Y UNIT UNIT PRICE TOTAL cn.8"Main I IS S 1.200.00 S 1200.00 s"PVC Water Line 1660 LF S IM.00 $ 166.000.00 10"PVC 60 LF $ 92.00 $ 5,520.00 6"PVC 120 LF $ 48.00 $ 5,760.00 2"Poly 100 LF $ 25.00 $ 2,500.00 "Ci:ue Valve 8 IA S 3.000.00 S 24,000.00 10"Gate Valve 1 EA $ 4,300.00 $ 4,300.00 6"Gate Valve 7 EA $ 1,700.00 $ I i,900.00 Fire Hydrant 7 EA $ 5,000.00 $ 35,000.00 8\2 Metcr Service 3 EA $ 2,500.00 S 7.500.00 Water Fittings 1 LS $ 32,600.00 $ 32,600.00 8"Termination Assembly 1 1S 4,000.00 S 4.000.00 1'i re Hydrant Extension 7 EA S 850.00 $ 5,950.00 Tcsting 1940 LF $ 3.00 $ 5,820.00 'french Safety 1940 LF S 3.00 S 5,820.00 Water Subtotal: S 317,870.00 Total Difference $243,190.00 12 C:\Users\nicba\AppData\Local\NEcrosott\Windows\INetCache\Content.Outtook\L68P6IMH\Water Utilities Cost Participation Agrecmcnt- 2.doex DocuSign Envelope ID: DC8F9F90-E764-4B17-8AFF-9C878CC03959 MEKLHANT'S'%0\ BONDING COM PANY„- I\11 RCIiANl'� Itt-)NIIINC, (�k)MPANY(MUTtIAI) 11.c i. ROX 14498, DLS MOINFS, IOWA 50306-3498 I'll]ONE: (800) o78-8171 I AX: (51.5) 243-3854 MULTIPLE OBLIGEE RIDER To be attached to and form part of Bond Number TXC615679 with Merchants Bonding Company(Mutual) as Surety, Bear Creek Site Utilities&Construction,Ltd. as Principal, and City of Denton,Texas as Obligee, for valuable consideration, hereby agree respectively in connection with a contract for way contract,City of Denton,Provide Water&Wastewater Improvements for BP Chill Storage,Denton,TX which bond and contract are made a part hereof by reference, shall now include as additional Obligee(s) B-BP Chill Denton,LLC The rights of the additional Obligee(s)shall be subject to the following conditions: (a) The Surety shall not be liable under this bond to the Obligee, or any additional Obligee, unless the Obligee, or any additional Obligee, shall make payments to the principal in accordance with the terms of said contract as to payments and shall perform all other obligations to be performed under said contract at the time and in the manner therein set forth. (b) The aggregate liability of the Surety under the Bond to the Obligees, as their interest may appear, is limited to the penal sum of this Bond. (c) The Surety, may at its option, make any payments under this Bond by check issued jointly to the Obligees. (d) The Surety shall not be liable to any of the Obligees if the contract between the Principal and Obligee is void or unenforceable. This rider is effective as of June 15,2022 Bea3Cree .-te tilities&Construction,Ltd. City of Denton,'Texas By: f By: (Obligee) B-BP Chill Denton, LLC Mer,clVqjs Bonding Company(Mutual) By: By. (Obligee) (Surety) Attorney-in-fait Kristi Meek By: (Obligee) By: CON 0313(2/15) (Obligee) I DocuSign Envelope ID: DC8F9F90-E764-4B17-8AFF-9C878CC03959 M ERCHANTS7�k BONDING COMPANY.. POWER OF ATTORNEY Know All Persons By These PresPnts,that MERCHANT,,BONDINrI COMPANY(MUTUAL)and MERCHANTS NATIONAL SOPJDING, INC., both being corporations of the Slate of Iowa,d/b/a Merchants National Indemnity Company(in California only)(herein collectively called the "Companies")do hereby make,constitute and appoint.Individually, Bea Williams,Christen Tyner,Dawn Davis;Donnie Dale Doan;Edward Ryan Bowles;Kee Perdue;Kristl Meek;LaCrisha Wynne;Waltor J De La Rosa their true and tawhrl Attomey(s)-in-Fact, to sign its name as surety(ies) and to execute, seal and acknowledge any and all bonds, undertakings, contracts and other written instruments in the nature thereof, on behalf of the Companies in their business of guaranteeing the fidelity of persons. guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. This Power-of-Attorney is granted and is signed and sealed by facsimile under and by authority of the following By-Laws adopted by the Board of Directors of Merchants Bonding Company (Mutual) on April 23, 2011 and amended August 14, 2015 and adopted by the Board of Directors of Merchants National Bonding.Inc.,on October 16,2015. °The President, Secretary, Treasurer, or any Assistant Treasurer or any Assistant Secretary or any Vice President shall have power and authority to appoint Attomeys-in-Fact, and to authorize them to execute on behalf of the Company, and attach the seal of the Company thereto, bonds and undertakings,recognizances,contracts of indemnity and other writings obligatory in the nature thereof." `The signature of any authorized officer and the seal of the Company may be affixed by facsimile or electronic transmission to any Power of Attorney or Certification thereof authorizing the execution and delivery of any bond, undertaking, recognizance, or other suretyship obligations of the Company,and such signature and seal when so used shall have the same force and effect as though manually fixed." In connection with obligations in favor of the Florida Department of Transportation only,it is agreed that the power and aut hority hereby given to the Attomey-in-Fact includes any and all consents for the release of retained percentages and/or final estimates on engineering and construction contracts required by the State of Florida Department of Transportation. It is fully understood that consenting to the State of Florida Department of Transportation making payment of the final estimate to the Contractor and/or its assignee, shall not relieve this surety company of any of its obligations under its bond. In connection with obligations in favor of the Kentucky Department of Highways only,it is agreed that the power and authority hereby given to the Attorney-in-Fact cannot be modified or revoked unless prior written personal notice of such intent has been given to the Commissioner- Department of Highways of the Commonwealth of Kentucky at least thirty(30)days prior to the modification or revocation. In Witness Whereof,the Companies have caused this instrument to be signed and sealed this 8th day of December 2022 •••..ION •....... • MERCHANTS BONDING COMPANY(MUTUAL) �•'�P,..••••.ql� XXO� .COq. MERCHANTS NATIONAL BONDING,INC. GDapo'?4� .0o�-(kPog9�9 d/b/a MERCHANTS NATIONAL INDEMNITY COMPANY •j. 2003 :`� y: 1933 c: By • J •may. ''•a.��y........•;��;.' ••.bow••....•��a:' ` STATE OF IOWA {� .. . President COUNTY OF DALLAS ss. •...•.."��•, On this 8th day of December 2022 before me appeared Larry Taylor,to me personally known,who being by me duly swom did say that he is President of MERCHANTS BONDING COMPANY(MUTUAL)and MERCHANTS NATIONAL BONDING, INC.; and that the seals affixed to the foregoing instrument are the Corporate Seals of the Companies;and that the said instrument was signed and sealed in behalf of the Companies by authority of their respective Boards of Directors. = Kim Lee T;,::, .1. My Cornrnission Expire. � Apri!14,2f/14 tl Notary Public (Expiration of notary's commission does not invalidate this instrument) I,William Warner,Jr.,Secretary of MERCHANTS BONDING COMPANY(MUTUAL)and MERCHANTS NATIONAL BONDING,INC.,do hereby certify that the above and foregoing is a true and correct copy of the POWER-OF-ATTORNEY executed by said Companies,which is still in full force and effeCtand has nor;been amended or revoked. In Witnm Whemf,)have hereunto set my hand and affixed the seat of the Companies on this 18th day of August 2023 r OP0 q :Z:2 -0- -0- �o1►Zf�•. a. 2003 �a 1933 ;c: secretary •y�• POA 0018 (10/22) ""'• DocuSign Envelope ID: DC8F9F90-E764-4B17-8AFF-9C878CC03959 DocuSign Certificate Of Completion Envelope Id: B70B402338E542EAAB60BFC57D9E615E Status:Completed Subject:Complete with DocuSign:Oversize Cost Participation Agreement-BP Chill Storage.pdf Source Envelope: Document Pages: 13 Signatures:2 Envelope Originator: Certificate Pages:5 Initials:0 Christian Garcia AutoNav: Enabled 901 B Texas Street Envelopeld Stamping: Enabled Denton,TX 76209 Time Zone: (UTC-06:00)Central Time(US&Canada) Christian.Garcia@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status:Original Holder:Christian Garcia Location: DocuSign 9/20/2023 9:48:32 AM Christian.Garcia@cityofdenton.com Signer Events Signature Timestamp Stephen Gay Esk�'- C_9 ° 8e dby. Sent:9/20/2023 9:51:19 AM stephen.gay@cityofdenton.com Viewed:9/20/2023 10:41:37 AM Director, 9EBFF5858E38482 Signed:9/20/2023 11:49:23 AM Water Utlilities Security Level: Email,Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Accepted:9/20/2023 10:41:37 AM ID:63b472db-17e1-4806-9801-8f17c21a6de2 Hilary Negron ED—Sig"Id by: Sent:9/20/2023 11:49:25 AM Hilary.Negron@cityofdenton.com i'aYt� �,i�V vu Viewed:9/20/2023 12:34:11 PM Security Level: Email,Account Authentication 847Dc 78EA8o43D... Signed:9/20/2023 12:34:28 PM (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Accepted:9/20/2023 12:34:11 PM ID:43929ef6-3df7-4238-aa0f-338e59 b3f00e In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 9/20/2023 9:51:19 AM Envelope Updated Security Checked 9/20/2023 9:57:10 AM DocuSign Envelope ID: DC8F9F90-E764-4B17-8AFF-9C878CC03959 Envelope Summary Events Status Timestamps Certified Delivered Security Checked 9/20/2023 12:34:11 PM Signing Complete Security Checked 9/20/2023 12:34:28 PM Completed Security Checked 9/20/2023 12:34:28 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure DocuSign Envelope ID:DC8F9F90-E764-4B17-8AFF-9C878CC03959 3 PM Parties agreed to:Stephen Gay,Hilary Negron ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. DocuSign Envelope ID: DC8F9F90-E764-4B17-8AFF-9C878CC03959 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetSca e 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: -Allow per session cookies -Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. DocuSign Envelope ID: DC8F9F90-E764-4B17-8AFF-9C878CC03959 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree'button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. DocuSign Certificate Of Completion Envelope Id: DC8F9F90E7644B178AFF9C878CC03959 Status:Completed Subject:Complete with DocuSign:OPA23-0003-Oversize Cost Participation Agreement-BP Chill Storage Source Envelope: Document Pages: 18 Signatures:2 Envelope Originator: Certificate Pages:5 Initials:0 Christian Garcia AutoNav: Enabled 901 B Texas Street Envelopeld Stamping: Enabled Denton,TX 76209 Time Zone: (UTC-06:00)Central Time(US&Canada) Christian.Garcia@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status:Original Holder:Christian Garcia Location: DocuSign 10/11/2023 1:50:31 PM Christian.Garcia@cityofdenton.com Signer Events Signature Timestamp Sara Hensley 11. Sent: 10/11/2023 1:52:46 PM sara.hensley@cityofdenton.com EDICUSil"Id ncViewed: 10/11/2023 1:53:04 PM City Manager 5236DB296270423... Signed: 10/11/2023 1:53:35 PM City of Denton Security Level: Email,Account Authentication Signature Adoption: Pre selected Style (None) Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign Jesus Salazar EDOCUSignedby: Sent: 10/11/2023 1:53:36 PM jesus.salazar@cityofdenton.com C SIBS Sa�a'�ctY Viewed: 10/11/2023 1:58:28 PM Security Level: Email,Account Authentication 2437c77B897541D.. Signed: 10/11/2023 1:58:36 PM (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Accepted: 10/11/2023 1:58:28 PM ID:66617047-1b19-4ee6-8d51-4514f77fec44 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 10/11/2023 1:52:46 PM Certified Delivered Security Checked 10/11/2023 1:58:28 PM Signing Complete Security Checked 10/11/2023 1:58:36 PM Envelope Summary Events Status Timestamps Completed Security Checked 10/11/2023 1:58:36 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on:7/21/2017 3:59:03 PM Parties agreed to:Jesus Salazar ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree'button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a$0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetSca e 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: -Allow per session cookies -Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree'button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.