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2017-102 %(+$1$%$1$-"$%.1, 2017102 AdditionalFileExists AdditionalFileContainsRecordsNotPublic,AccordingtothePublicRecordsAct Other %(+$Ș2ș#§º«(´¯º¯§²¹ FirstAmendmenttoContractɋChangeOrderRequest1ɋ attachedtoordinance09/26/17JR ORDINANCE NO. 2017-102 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, A TEXAS HOME- RULE MUNICIPAL CORPORATION, PROVIDING FOR, AUTHORIZING, AND APPROVING THE EXECUTION BY THE CITY MANAGER, OR HIS DESIGNEE, OF AGREEMENT BY AND BETWEEN THE CITY OF DENTON AND BLACK & VEATCH CORPOR.ATION, A DELAWARE CORPORATION, 1N AN AMOUNT NOT TO EXCEED $963,930.00 FOR PROJECT AND ENGINEERING REVIEW SERVICES IN CONJUNCTION WITH THE DENTON ENERGY CENTER PROJECT; APPROVING THE EXECUTION OF SUCH OTHER AND FURTHER RELATED DOCUMENTS DEEMED NECESSARY TO EFFECTUATE THIS AGREEMENT BY THE CITY MANAGER OR HIS DESIGNEE, WHICH ARE INCIDENT OR RELATED THERETO; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE; PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton is a Texas home-rule municipal corporation governed by the constitution and laws of the State of Texas; and WHEREAS, on March 13, 2017, Denton's Public Utilities Board ("PUB"), after due notice of the public meeting was provided as required by law, considered all proposals provided by firms in response to Denton's Request For Proposals for an Owner's Engineer in conjunction with the Denton Energy Center Project and finds that Black & Veatch Corporation should be selected as the Owner's Engineer; and WHEREAS, the PUB, after discussion, consideration and deliberation, then recommended to Denton's City Council, by a vote of five (5) for and zero (0) against, that the Agreement By and Between City of Denton, a Texas home-rule municipal corporation, and Black & Veatch Corporation, in an amount not to exceed $963,930.00 be approved; and WHEREAS, Denton's City Council has considered all proposals provided by firms in response to Denton's Request For Proposals for an Owner's Engineer in conjunction with the Denton Energy Center as well as the recommendation of the PUB and finds that Black & Veatch Corporation should be selected as the Owner's Engineer for the Denton Energy Center Project; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON ORDAINS: SECTION 1. The recitations contained in the above Freamble are incorporated herewith and are considered to be a part of this Ordinance. SECTION 2. The City Council, approves and authorizes the City Manager and City Secretary, or their designees, to execute, and attest respectively, the Agreement By and Between City of Denton, a Texas home-rule municipal corporation, and Black & Veatch Corporation, a Delaware corporation, in an amount not to exceed $963,930.00 and under the terms and conditions set forth in Exhibit "A", including all exhibits attached thereto, and made a part hereof, and to consummate the execution and delivery thereof on behalf of the City of Denton by or at the direction of the City Manager, or his designee. SECTION 3. The City Council, approves and authorizes the City Manager and City Secretary, and their respective designees, to execute and attest respectively, all other documents which are incident and related to the Agreement By and Between City of Denton and Black & Veatch Corporation referenced herein as Exhibit A, and to take such additional actions as the City Manager, or his designee, shall determine to be necessary and advisable to effectuate the matters set forth above. SECTION 4. The City Manager, the City Attorney, or their designees, be, and each of them individually is, authorized and empowered to perform all such acts and obligations as required with respect to the Agreement By and Between City of Denton and Black & Veatch Corporation described herein as Exhibit A. SECTION 5. The expenditure of funds as provided for in this ordinance is authorized. SECTION 6. Immediately following the execution and delivery of the Agreement By and Between City of Denton and Black & Veatch Corporation, referenced herein as Exhibit A, the City Secretary is hereby directed to seal and maintain the same in her custody and control, as documents excepted from public disclosure under the provisions of §552.110 of the Texas Government Code (the "Confidential Information Exception") unless otherwise lawfully ordered to disclose said documents. SECTION 7. This ordinance and a copy of the Agreement By and Between City of Denton and Black & Veatch Corporation referenced herein as Exhibit A, including the related exhibits, as redacted of Confidential Information shall be open for public inspection. However, the non-redacted Agreement By and Between City of Denton and Black & Veatch Corporation referenced herein as Exhibit A, including the related exhibits, appended to this Ordinance shall not be produced for public inspection, but shall be sealed, as provided for in Section 6 above. SECTION 8. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the _ � day of March, 2017. CHRIS WATTS, MAYOR ATTEST: ,)E.I'�iI�"E� WALTERS, C T�" SECRETARY �� By: APF�� L) AS '�" LEGAL FORM: AARON LEAL,INTERIM CITY ATTORNEY �u� By: �� ,r � ; � ! �; I � , I R • : �R��.. � , � 1 � • � ` � ! i , * THIS AGREEMENT is made and entered into as of the 21st day of March, 2017, by and between the City of Denton, a Texas home-rule municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called 660WNER99 and BLACK & VEATCH CORPORATION a Delaware corporation, whose address is 11401 Lamar Avenue, Overland Park, Kansas 66211, hereinafter called 66CONSULTANTy99 acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideratian of the cavenants and agreements herein contained, the parties hereto do mutually agree as follows: The OWNER hereby contracts with the CONSULTANT, as an independent contractor, and the CONSULTANT hereby agrees ta 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 custamarily obtained for such services in the State of Texas. ,• � �!. � - The CONSULTANT shall perform the following services ("Basic Services") in a professional manner: A. The CONSULTANT shall perform all those services as necessary and as described in the OWNBR's respanse ta RFQ 6230y 66Scope of Work, Supply of Professional Services for the Denton Energy Center Owner's Engineer and Testing Services" and CONSULTANT'S letters dated October 4, 2016 and December 15, 2016 collectively referred to as "the Project" (also known as the "Denton Energy Center"), These documents are attached hereto and made a part hereof as Exhibit A, as if written word for word herein. B. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions afthis Agreement will control over the terms and conditions of the attached exhibits. Page 1 ,. . 11 ;! ' Additional services to be performed by the CONSULTANT, if authorized by the OWNER and mutually agreed upon, which are not included in the above-described Basic Services ("Additional Services"), are described as follows: A. During the course of the Project, as requested by OWNER, the CONSULTANT will be available to accompany OWNER's personnel when meeting with the Texas Commission on Environmental Quality, Texas Natural Resource Conservation Commission, U.S. Environmental Protectian Agency, ar other regulatory agencies. The CONSULTANT will assist OWNER's personnel on an as-needed basis in preparing compliance schedules, progress reports, and providing general technical support for the OWNER's compliance efforts. B, Assisting OWNER or contractor in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this Agreement. Such services, if any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside of and in addition to this Agreement. C, Sampling, testing, or analysis beyond that specifically included in Basic Services. D. Preparing copies of computer aided drafting (CAD) electronic data bases, drawings, or files for the OWNER's use in a future CAD system. E. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. F. Appearing before regulatory agencies ar courts as an expert witness in any litigation with third parties or condemnation proceedings arising from the development or construction of the Project, including the preparation of engineering data and reports for assistance to the OWNER. G. Providing geotechnical investigations for the site, including soil borings, related analyses, and recommendations. ,. R . ,i I ! ; ' This Agreement shall become effective upon execution af 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, but not to exceed four (4) years from the date of execution, including Additional Services, if any, and any required extensions approved by the OWNER. This Agreement may be sooner terminated in accordance with the provisions hereof. Time is of the essence for the schedule with regard to the inspection, testing and verification services provided during the construction phase of the Project. The CONSULTANT shall make all reasonable efforts to complete the services set forth herein as Page 2 expeditiously as possible and to meet the schedule established by the OWNER, acting through its Executive Manager — Power, Legislative & Regulatary Affairs. ,. �►l''J�`• +# , . � • . � • "Subcontract Expense" is defined as expenses incurred by the CONSULTANT in employment of others in outside firms far services in the nature of those services required by OWNER as delineated in Exhibits A and B. 2. "Direct Non-Labor Expense" is defined as that expense for any assignment incurred by the CONSULTANT for supplies, 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, the costs shown in Exhibit B which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, including reimbursement for direct non-labor expenses not to exceed $963,930.00. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through the Denton Municipal E(ectric Executive Manager — Pawer, Legislative & Regulatory Affairs or his 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. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactary, as reasonably determined by the Executive Manager — Power, Legislative & Regulatory Affairs or his designee, ar 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 wauld 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 authorizatian from the OWNER. C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall he paid based on the Schedule of Charges at an hourly rate shown in Exhibit B. 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. Page 3 D, PAYMENT: If the OWNER fails to make payments due to the CONSULTANT far 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 Governrnent Code shall be paid on the amounts due the CONSULTANT. In addition, the CONSULTANT may, 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, 66COITIpV rISt6LIOI1,99 � � !"�:i .�� OWNER, may order and/or require changes to the scope of work required by the Agreement by altering, adding to and/or deducting from the scope of work to be performed. In addition, the scope of work or time of performance may be changed by a change in the law; changed or unexpected site condition; an act or omission of OWNER or OWNER's suppliers or contractors; an error or change in OWNER-provided information; or an event of force majeure. If any changes occur under this clause that requires an increase in the CONSULTANT's scope of work that increases cost, time of performance or both, OWNER will require CONSULTANT to provide a change order proposal with a not to exceed amount for the additional work being requested, Should the Parties be unable to negotiate a change order for additional work, CONSULTANT agrees that it will perform the additional work in accordance with the rates in Exhibit B and the Parties shall attempt to resolve the matter at a later time. OWNER will then have the opportunity to review the change order propasal and negotiate a fnal change order price for the additional work. OWNER may at any time reduce the CONSULTANT's work through a deductive change order without cost to the OWNER. ,• �: ' � i! 1 '' ! �' The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work performed by the engine supplier and EPC Contractor for the Project as set forth in Exhibit A. ,. � ' ' � 1 � 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 dacuments prepared and furnished by the CONSULTANT are intended anly to be applicable to this Project, and OWNER's use of these documents in other projects shall be at OWNER's sole risk and Page 4 expense. In the event the OWNER uses any of the information ar materials developed pursuant to this Agreement in another project or for other purposes than specifed herein, CONSULTANT is released from any and all liability relating to their use in that praject. 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 ta 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. ,. 1 * 1 < � ' � ' �" 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. OWNER will respect CONSULTANTS's autonomy and will not attempt to control, direct, or supervise individual CONSULTANT, employees (or its agents) activities in any manner except regarding the exigent matters of safety. OWNER will direct CONSULTANT activities through communication with CONSULTANT's management. Without OWNER's prior written consent, CONSULTANT shall have no authority to bind OWNER in any manner whatsoever, CONSULTANT, its employees, CONSULTANT's agents, and their employees shall not be considered employees of OWNER in any way, or for any purpase. .. 1 ' ;! 1 1 1 ! 1 • " � " � il � ' ' i� ' � ' � - � '1 : 1 1' 1 � � 1 ' 1 . � '; � !' � ' ' � i � . � • i ' � ' " ' 1 ': � ' '1 1 � ° �' i�1 1' ' ' ! ' il 1 � � �.. �.�,. . � . • • i � � �' � � � , �' � � . . � 1; • !' � ! � "' ' • ' � �' '' ' �' � 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. Page 5 .. � . � � � . A. "Pre-existing Contamination" is any hazardous or toxic substance, material, or condition present at the job site that was not brought onto such site by CONSULTANT. Notwithstanding anything in this Agreement to the contrary, title to, ownership of, and legal responsibility and liability for Pre-existing Contamination sha11 at all times remain with OWNER. B. CONSULTANT shall not have control or charge of and shall not be responsible for construction means, methods, techniques, sequences, or procedures of construction; or for the safety or environmental precautions and programs in connection with the work performed by OWNER's contractors, vendors or suppliers. 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 $1,000,000 for each occurrence and $1,000,000 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 not less than $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 OVt/NER's request to evidence such coverages. The General Liability and Auto Liability insurance policies shall name the OWNER as an additional insured. CONSULTANT shall endeavor to provide OWNER with any cancellation or modification to its insurance policies. The builders-all risk or other property insurance shall respond to damage to the Project or Owner's property, and CONSULTANT shall be included as an additional insured on such policy. Page 6 The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation utilizing the American Arbitration Association Rules of Mediation for the Construction Industry. 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 mediation shall be the City of Denton, Denton County, Texas. Should the Parties be unable to resolve the matter through mediation, the Parties agree that any litigation shall be commenced in the state or federal court having jurisdiction in or near Denton County, Texas as set forth in ARTICLE XXIV. . ,• 1 'J�� , A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days' advance written notice to the other party. , This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfll 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 not less than thirty (30) calendar days 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 oftermination. 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 terrrrination, in accordance with Article Vy 66Compensation." 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 Agreernent to the OWNER on or before the date of termination, but may maintain capies of such documents for its use. ,. . �� ! �. . . �, ,. . 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 ar 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 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, Page 7 during the one year period following completion of the services (66Warranty Period99), it is shown there is an error in the services caused solely by 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 na 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 reasonable reliance on reports, data, design criteria, drawings, specifications, or other information that was either (i) obtained by the OWNER prior to the date of this Agreement, or (ii) in existence prior to the date of this Agreement. 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 rnade 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 XV are CONSULTANT's sole warranty and guarantee obligations and OWNER's exclusive remedy in respect of quality of the services. EXCEPTASPROVIDEDINTHISARTICLE, CONSULTANTMAKESNOOTHER WAR NTIES OR GUA NTEES, EXPRESS OR IMPLIED, RELATING TO CONSULTANT'S SERVICES AND CONSULTANT DISCLAIMS ANY IMPLIED WARRANTIES OR WARRANTIES IMPOSED B Y LA W INCL UDING WARRANTIES OF MERCHANTABILITYAND FITNESS FOR A PARTICULAR PURPOSE. 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 specifed herein. Mailed notices shall be deemed communicated as ofthree (3) days' mailing: To CONSULTANT: Black & Veatch Corporation Attn: Legal Department 11401 Lamar Avenue Overland Park, Kansas 66211 • •' `� ' City of Denton Michael S. Grim, Executive Manager - DME 1659 Spencer Road Denton, Texas 76205 Page 8 To OWNER, cont'd; •' � City of Denton Attention: Larry Collister, Deputy City Attorney 215 East McKinney Street Denton, Texas 76201 All notices shall be deemed effective upan receipt by the party to whom such notice is given, or within three (3) days' mailing. � ' � 'J ' w ' ., , � — This Agreement, cansisting of fifteen (15) pages and two (2) exhibits, constitutes the complete and final expression of the agreement af 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. .• . ! If any provision of this Agreement is found ar deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder af this Agreement and shall not cause the remainder to be invalid or unenfarceable. In such event, the parties shall reform this Agreernent 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 XIX 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 or hereinafter be amended. ,. � . � � . ;� ; �; 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, or physical handicap. Page 9 ,. ��l ! ;:, R�� A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perforrrr all the services required under this Agreement. Such personnel shall not be employees or afficers 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 subconsultants shall be required to submit to background checks. D, CONSULTANT may engage any subconsultant or subconsultants necessary to complete its work under this Agreement. CONSULTANT shall provide the names of those subconsultants to OWNER and OWNER will have a right to accept or reject the subconsultant. Nothing contained in this Agreement shall create any contractual relationship between a subconsultant and OWNER. �. Should OWNER become dissatisfied for any reason with any of CONSULTANT's personnel or any of its subconsultants on any project on which CONSULTANT is providing work under this Agreement, CONSULTANT agrees that it will remove the personnel or subconsultant at the written request of the OWNER. F. CONSULTANT shall utilize, to the extent possible, local labor resources. ,. � R 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 sarne 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 terrns and conditions for payment under this Agreement. The Parties agree that each are hereby bound and the officers, directors, members, partners, successors, assigns, employees, representatives, executors, and administrators of the Parties are hereby bound to the other party ta this Agreement and to the officers, directars, members, partners, successors, assigns, employees, representatives, executors, and administratars of such other party, in respect to all covenants, terms, conditions and obligations of this Agreement. Page 10 .� -- ►l � 1 ! No waiver or modiiication 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 praceeding 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 not be waived unless as set forth herein. A. The following exhibits are attached to and made a part of this Agreement: ��l�sil�it_�: CONSULTANT's response to RFQ 6230, "Scope of Work, Supply of Professional Services for the Denton Energy Center Owner's Engineer and Testing Services" and Letters dated October 4, 2016 and December 15, 2016 from BLACK & VEATCH CORPORATION to Ms. Rebecca Hunter, Senior Buyer for the City of Denton, Exhibit B: CONSULTANT's fee schedule. B. The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONSULTANT shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case recards shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within l0 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 books and records will be made available at CONSULTANT's offices in Kansas City upon written request. The purpose of any audit shall be only for verification of such direct costs and CONSULTANT shall not be required to keep records of or provide access to those of its costs expressed as fixed rates, a lump sum, or of costs which are expressed in terms of percentages of other costs. The cost of the audit will be borne by the OWNER unless the audit reveals an overpayment of 1% 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 (5) business days of receipt of an invoice. Failure to comply with the provisions ofthis section shall be a material breach of this contract and shall constitute, in the OWNER'S sole discretion, grounds for termination thereof. Page 11 C. Venue of any suit or cause of action under this Agreement shall lie exclusively in a state or federal court with jurisdiction in or near Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. D, For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be those persons described in Exhibit A. However, nothing herein shall limit CONSULTANT from using other qualified and competent members of its firm to perform the services required herein provided, however, they meet the requirements of RFQ 6230. E. 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. F. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. G. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. H. The parties shall, consistent with applicable law, treat this Agreement and any information related to this Agreement and the Project, Sn a Confidential Manner. The term 66Confidential Manner" means the exercise of reasonable care that is at least the same degree of care that a Party regularly employs to safeguard its own confidential information from an unauthorized use or disclosure; but the defense of the confidentiality of any rnformation subject to this section in any judicial or administrative process shall be solely the responsibility of the Party claiming harrn from the disclosure of the Snformation. .. � A. Neither party shall be liable to the other party for loss of profits or revenue; loss of use; loss of opportunity; loss of goodwill; cost of substitute facilities, goods or services; cost of capital; cost of replacement power; governmental and regulatory sanctions; and claims of customers for such damages; or, any special, consequential, incidental, indirect or exemplary damages. Property damage and bodily injury are not considered to be special, consequential, incidental, indirect or exemplary damages. B. To the fullest extent permitted by law, and notwithstanding any other provision of this Agreement, the total liability, in the aggregate, of CONSULTANT and CONSULTANT's � officers, directors, members, partners, agents, employees, and consultants, to OWNER and anyone claiming by, through, or under OWNER for any and all claims, losses, costs, or damages whatsoever arising out of, resulting from, or in any way related to the Project or the Agreement from any cause or causes, including but not limited to the negligence, professional errors or omissions, strict liability, breach ofcontract, indemnity abligations, or warranty express or implied of CONSULTANT or CONSULTANT's offcers, directors, members, partners, agents, employees, or consultants, shall not exceed the total compensation received by CONSULTANT under this Agreement, or $5,000,000, whichever sum is greater. .• � '` ' "Force Majeure" shall mean any event or circumstance to the extent beyond the control of, and not the result ofthe negligence of, or caused by, the Party seeking to have its performance obligation excused thereby, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to overcome, including but not limited to (but only to the extent that the following examples satisfy all of the foregoing elements of this definition); A. Acts of God, such as droughts, floods, earthquakes; B. War (declared or undeclared), riots, insurrection, rebellion, acts of the public enemy, acts of terrorism and sabotage, blockades, and embargoes; and C. Industry-wide, regional or general (i.e., not directed specifcally at or by the Party claim Force Majeure) strikes, lockouts or other labor disputes. Notwithstanding the foregoing, Force Majeure shall not include (A) weather conditions reasonably to be expected for the climate in the geographic area of the Facility and any other location where the Work is to be, (B) any delay, default or failure (direct or indirect) in the performance of the Work by any Subcontractor or any other delay, default or failure (fnancial or otherwise} attributable to a Subcontractor unless such delay, default or failure results from any act, event or condition which would, with respect to such Subcontractor, canstitute an event af Force Majeure, (C) failure to timely apply for Permits, (D) breakage or malfunction of equipment (except to the extent that such failure was caused by an event that would otherwise qualify as a Force Majeure), or (E) a Party's financial inability to perform under this Agreement. Notwithstanding any terms herein to the contrary, neither Party shall be responsible or liable for any delay or failure in its performance under this Agreement, nor shall any delay, failure, or other occurrence or event become an event of default, to the extent such delay, failure, occurrence or event is substantially caused by canditions or events of Force Majeure; provided, that: A. The non-performing Party gives the ather Party natice within the four (4) days after the date on which the non-performing Party becornes aware af the impact af an event of Force Majeure on the affected Party and documentary evidence with respect to such event of Page 13 Force Majeure prompdy but in na event later than twenty-eight (28) days after such initial notice; B. The suspension of perfarmance is of no greater scope and of no longer duration than is required by the Force Majeure; C. The non-performing Party proceeds with reasonable diligence to use all reasonable efforts to mitigate the effects of the Force Majewe and to remedy its inability to perForm and provides weekly progress reports to the other Party describing actions taken to end the Force Majeure; D, When the non-perfarming Pariy is able to resume performance of its obligations under this Agreement, that Party shall give the other Pariy written notice to that effect; and E. The affected Parly shall continue to perform its other obligations hereunder not affected by such Farce Majeure. IN WITNESS HEItEOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly autharized undersigned officer on this the 21 st day af March, 2017. CONS��,'� Tt BLACK & VEATCH CORPORATION, a Delaware corporation �� .�� : � ��'` � �"� ,,�`"`� .� BY. � .;�-� �T�. �` � a � � ��.a�, Signature � � � �w Printed Name � �. �� ., �:' Title Signed on the �� day of March, 2017. Page 14 ! ' ! 1 � . , ' , , � � � r;. � � � . � , 1' ' � ,, � �, , , � BY: �`°�-µ - _ _ �< tw.r �� ,. ��.-�..�.... �. .�.y�.'��..�T..��Y...7_$....$_.... p�7 �.,.A...��7...A......�/�. T] ToLL 111LEML"11Vy l.11 1 MtilVtiVE1ly under the authority of Ordinance N0. 2017 -� � , � � BYF . �. �. �:: .._ Ji� I l=i a� �'iL°]=� ��, C: � ` ' S CJ�".I� � ° I`ARY APPROVED AS TO LEGAL FO . � � BY: __..' ` � _ ....»,...._... ��.. �'t� �" �, �11�.ss INTERIM CITY ATTORNEY Page 15 . G 1 i � ! I i , I R ♦ ! • ! � ! � ! ,, 1 ----- 19 pages follow this cover sheet ---- • �, ! �; ��• � � �� ' � � . � 1 � � 1 R . � � During the construction and startup and testing phases of the Project, the Owner's Engineer will provide technical support to Denton Municipal Electric (DME} for bath the engine supplier and EPC Contractor as stated herein. PROJECT DESCRIPTION: The Denton Energy Center consists of twelve (12) natural gas-fired Wartsila 18VSOSG engines, capable of producing a combined 18.8 MWe of electricity, each. Each engine's brake horsepower is 25,761 hp. as 1: esi a o Str ctio ort T SK 1.1— PC VE E E T Black & Veatch will provide project management services to support DME with the administration of the EPC Contract. Our project management processes and procedures employed on this project are based on processes and procedures developed to manage our EPC prajects where our success is determined by our ability to effectively manage the quality, schedule, and cost of each project. Our general approach to project management and a discussion of the taols and processes emplayed is listed below. Project eetings The Black & Veatch pro,ject team will participate in a kick-off ineeting at either the site or at DME's offices. The meeting will be attended by the praject manager and key project team members from Black & Veatch, with ather team members available via teleconference call. Prior to the meeting, Black & Veatch will develop a data request and meeting agenda in consultatian with DME, The follawing main items will be addressed during the kick-off ineeting. - Introduction af team members. � Review of cammunicatian procedures and cantacts. • Review of objectives, scope of work, and project deliverables. - Discussion of current design and pragress. - Review of schedule. 1 In the kick-off ineeting, the scope of services, deliverables, and schedule will be discussed with DME to confrm or modify as appropriate. Kick-off ineeting minutes will be prepared and submitted by Black & Veatch within one week of completion of the kick-off ineeting. In addition to the project kick-off ineeting, Black & Veatch will participate in hour-long weekly phone calls with the engine supplier and EPC Contractor to status construction progress, and attend one-day monthly project design review meetings with DME, Black & Veatch expects the project manager and one discipline engineer to attend both the weekly phone calls and monthly project design review meetings for a project duration of 16 months. Project Instruction Manual Black & Veatch will prepare a Project Instruction Manual (PIM) to clearly de�ne the roles and responsibilities for Black & Veatch and DME; establish project procedures; and communicate DME-specific requirements and procedures to all project participants. Tapics to be included in this manual are as follows; • Organization (project participants and overview of roles and responsibilities). • Communications (lines of cammunications and procedures relative ta correspondence distribution, including email, etc,). • Document control/information management (procedures for engineering document receipt, management, review, and delivery to DME). Black & Veatch will use the EPC Contractor document management system. • Quality Assurance/Quality Control pragram. - Information management. • Owner's Engineer scope of work. , . . In order to avoid unnecessary duplication of work, Black & Veatch will be provided access to the EPC contractor's document management system and will use that systern as a central repository for all reviews, comments and recommendations associated with the project. For internal processes, Black & Veatch may download files to its proprietary document management system. Black & Veatch will review the EPC contractor's monthly project reports and provide comments as necessary. Black and Veatch shall also: � • Attend weekly phone calls held with the EPC Contractor and other engineering meetings, as necessary, • Determine whether the EPC Contractor is providing appropriate project control documentation. • Inform DME in a timely manner of project status, trends, and observed potential problems; and suggest necessary actions. TASK 1.2 — ENGI EE I G A D ESI REVIE Black & Veatch will review engineering documents prepared by the EPC Contractor and vendor drawings for compliance with EPC specifications, applicable codes and standards, and prudent engineering practice. The review of documents provided by the EPC Contractor does not relieve the EPC Contractor of its responsibilities under its agreement with DME, but rather provides a method to review compliance with required speci�cations and to allow DME to correct issues of non-compliance and quality during the execution process. At this time, our review will encompass the following drawings: • Fire protection plan (includes review of general arrangements). • Hazardous area classification drawings. • Piping and instrument diagrams (P&IDs). ' • One-line electrical diagrams. • Protective relaying and lockout relaying diagrams. • Generator excitation including metering, synchronizing, and relaying diagrams. • Control logic diagrams for critical systems. Black & Veatch will provide a set of comments to each document within a mutually agreed upon schedule with DME and in compliance with the EPC project schedule. Each document would typically be reviewed a maximum of two times. It is our experience that an extended series of reviews could potentially delay the progress of engineering work for the EPC Contractor. This scope assumes a maximum of 240 drawings for review, with the selection of drawings established from a mutual agreement between Black & Veatch and DME. No site visits are anticipated for this task of work. TA5K 1.3 — CO STRUCTIO IT RI G During the construction phase of the project, Black & Veatch will provide home of�ce engineering support for monitoring the progress and quality of construction. The following items are included in Black & Veatch's scope of work. 3 • Review averall construction activities and schedules, and report any observed problem, deviation, nonconformance, or delay in construction progress and actions to be taken, • Review the project's actual progress, and report to DME any observed delay that Black & Veatch believes will lead to the delay af project completion. • Carry out site inspections to review the canstruction work to determine general compliance with the technical specifications and issue noncompliance reports far any observed deficiencies. These site inspections will be performed in addition to the monthly progress review meetings. • Review and comment an testing, flushing, and cleaning procedures for compliance with specifications and prevailing safety rules and policies. • Review Contractor's claims for completion of each construction stage. This includes claims of Mechanical Completion of systems as submitted by the EPC Contractor prior to turning over for pre-commissioning or commissioning activities. • Confirm the attainment of project milestones and deliverables to facilitate approval of progress payments. • Prepare and submit to DME a project closeout report after services have been successfully fulfilled. Performance of activities by Black & Veatch to monitor construction is not intended to relieve the Contractor of its respansibilities under its contract with DME. Black & Veatch shall not have control or charge of and shall not be responsible for construction means, methods, techniques, sequences, or procedures of construction; for the acts or omissions of DME's Contractors, vendors, or suppliers; or for the safety or environmental precautions and programs in connection with the construction work performed by DME's Contractors. Black & Veatch shall not be responsible for the adequacy or completeness of any Contractor's safety or environmental programs, procedures, or precautions, and Black & Veatch shall not have the authority to stop work. Black & Veatch has included 242 hours for activities related to construction monitoring, including one additional manthly site visit for a single professional in addition to attendance at the monthly pragress review meetings. TASK 1.4 — C ISSI I ST RTUP EVIE The main objective of the support for commissioning, startup, and testing is to help DME con�rm that the power plant is capable of safe operation in accordance with the applicable permits and specified operational requirements. Black & Veatch will also undertake related tasks including the following: • Review completed System Turnover Packages and advise DME of acceptance. • Review all performance tests, reliability runs, etc., and recommend approval to DME. � Black & Veatch has included two (2) site visits for two (2) professionals to support the commissioning and startup activities, CLA IFICATI NS Black & Veatch has included the following clarifications to the services described herein in order to better delineate the responsibilities af Black & Veatch serving as the Owner's Engineer for this project: • DME will assist Black & Veatch with obtaining information necessary to perform the Owner Engineer scope of services including but not limited to the following: � Information on the project site such as maps, topographical, surveys (if available), potential transmission line interconnection points, potential natural gas interconnection points, water and waste water connection points � Interface with the transmission and natural gas providers � Geotechnical report for selected site � Performance requirements for the Project • Permit support is not required. However, Black & Veatch has assumed 12 hours related to permit questior�s and technical concerns related to emissians compliance. • Procurement support is not required. If required, this can be added to the scope at DME's request. • All Contracts Administration is the responsibility of DME. • As the EPC Contractor project schedule has already been developed, schedule development support has not been included. • The proposal cost is based on a 16 months schedule from tirrre of OE contract award through Final Acceptance, If the project schedule exceeds this duration, the not to exceed (NTE) cost may need to be revised. • EPC Contractor will obtain any local permits required for the project. The engineering cost associated with obtaining these permits is not included. • The EPC Contractor will be responsible for the preparation of the start-up and check-out procedures. Black & Veatch will perform a review of the documents. • The EPC Contractor will be responsible for the system check-out and turn-over package development. Black & Veatch will review the documentation and advise DME of acceptance. • Onsite witness of the thermal performance test has not been included in the scope of this proposal. However, Black & Veatch will review the test procedures and final reports and advise DME of acceptance, and has included allocation for two site visits for one Black & Veatch professional. 5 Support during the warranty period is not required. If required, this can be added to the scope at DME's request. Black & Veatch has not included the cost for any shop surveillance. If required, this can be added to the scope at DME's request. The travel expenses included in the proposal are limited to the following trips and included in the overall NTE cost as shown in the Commercial Terms Section. It is assumed that the majority of the meetings required will be conducted via conference call. No international travel has been included in the proposal cost. ■ Kick-off ineeting at DME offce and project site. Includes five (5) team members for one (1) day. � Monthly site meetings. Includes sixteen (16} visits with two (2) team members for one (1) day. Q Construction on-site technical support includes sixteen (16) visits for one (1) team member for one (1) day. These site visits are in addition to the monthly site meetings. � Commissioning and start-up on-site walk down support has been limited to an allocation of two (2) site visits for two (2) day duration to support technical concerns during commissioning and start-up. "�"�s� � �� l�+ ��s " �s�� As part of the overall Owner Engineer role, Black & Veatch will provide DME with air emissions testing services. Cooperation and coordination with Wartsila and their subcontractors will be required and facilitated by DME and Black & Veatch. Emission testing will be used to confirm the engines meet their emission guarantees, create baseline data for emission reporting and also to determine compliance with the air permit and air permit regulations. Black & Veatch will work with Wartsila and the EPC Contractor to complete tuning prior to test initiation. If further tuning is required after the completion of testing, performance of additional testing will add additional costs. Two separate testing protocols will be developed: one air permit regulation and permit requirements submitted to the Texas Commission on Environmental Quality (TCEQ), and one to determine compliance with emissions guarantees and for record keeping and reporting requirements. For the purposes of this testing, the test ranges for each engine shall be de�ned as follows: • Startup Range; Period from initial start of engine until the selective catalytic reducers (SCR) and oxidation catalyst achieves its design temperature range; period will not to exceed 30 minutes. No stack testing will occur during startups. • 20% Range: 5,152 to 9,016 hp • 50% Range: 9,017 to 16,101 hp • 75% Range: 16,102 to 22,541 hp • Maximum Range; 22,540 to 25,561 hp Black & Veatch will perform the following in support of the emissions testing: • Develop Emissions Testing Speci�cations • Bid review and contract conformance • Review emissions contractor test protocol • Attend TCEQ meeting prior to testing (2 days total) • Test coordination/contract supervision � Provide third party emissions testing • Review emission test reports 7 T SK 2.1— EVEL P E ISSI S TESTI 5PECIFIC TI S The Black & Veatch project team will develop emissions testing specifications based on the requirements of the Air Permit and EPC contract specifications. This includes reviews with DME necessary to develop a complete package which rrreets the obligations of the TCEQ and EPC specifications. Black & Veatch wi11 coordinate with DME ta develop a bid list of testing consultants. Once the bid list is �nalized, Black & Veatch will solicit bids from the selected parties. TASK 2.2 — I EVIE C T CT C F CE Black & Veatch will review the bids fram the selected parties for conformance with the specifications and scope. Scope modifications will be discussed and a technical log will be developed. Once the scope and specifications are agreed, Black & Veatch will contract with the emissions testing contractor. T SK 2.3 — REVIE E IS51 S C T CT TEST P T C L Black & Veatch will coordinate with the emissions testing contractor to develop test protocols for both requirements of the TCEQ/Air Permit and EPC contract specifications. • For the requirements of the TCEQ/Air Permit, a testing protocol shall be developed for submittal to the TCEQ at least 30 days prior to the actual testing date. A draft of the pratocol shall be sent to DME for their review and comment prior to submittal to the TCEQ. This scope allows for the incorporation of a single review cycle using one (1) set of consolidated comments fram DME before issuing final deliverables. It is expected that DME will submit the final testing protocol to the TCEQ. • For the requirements of the EPC contract specifications, a testing protocal shall be developed for DME review at least 30 days prior to the actual testing date. A draft of the protocol shall be sent to DME for their review and comment. This scope allows for the incorporation of a single review cycle using one (1) set af consolidated comments fram DME before issuing final deliverables. T SK 2.4 — E TCE EETI G P I T TESTI In preparation for emissions testing to meet the requirements of the Air Permit and the TCEQ, the TCEQ typically requires a meeting at the project site to understand the test protocol, anticipated testing dates, and to gather additional necessary information prior to test commencement. Black & Veatch expects the meeting with TCEQ to be held over a period of two days, and will be attended by one Black & Veatch professional, as well as professionals from the emissions testing contractor. � T sK zs - T T c i Ti /c T cT s visi As Black & Veatch will contract for third party testing services, an on-site presence from Black & Veatch will be needed to direct the testing contractor and ta field questions from DME. Tests will be performed on each of the twelve (12) engines, with each test conforming to the Air Quality Permit and New Source Performance Standards, Subpart JJJJ. Any methods employed shall be in accordance with USEPA-approved test methods and TCEQ requirements. • All NOx, CO, and VOC testing shall be in accordance with 40 CPR Part 60, Subpart JJJJ and the air construction permit for the site. • NOx testing shall use EPA Method 7E. • CO testing shall use EPA Method 10. • WOC testing shall use EPA Methad 18 and 25A, and report non-methane, nan-ethane hydrocarbons. • All particulate matter (PM) testing shall be per Method 201A, ar Method 5, and 202 (filterable and condensable), • NHJ testing will be canducted using Method CTM-027. Documentation will be provided to show that the proposed methods meet these requirements. The testing scope shall include: � Testing shall be conducted at a uniform load for each test, • Testing shall not be performed during startup. � All emission test data sha(1 be dated and time stamped and synchronized to the collection of system data. • All emission data for each test shall be averaged per engine. • Provide information as required by the Air Quality Permit and the proposed methads that are not specifically listed below. TCEQ Testing Testing will be perfarmed with 36 separate test runs. • 36 test runs — testing at 100% load range for NOX, CO, and VOC emissions will be provided as fallows on each af the twelve (12) engines: � Three (3) 100°/a load range tests: Individual testing of twelve engines within the 100% load range. � EPC Contract 7esting Testing will be performed with 144 separate test runs. • 36 test runs — testing at 100% load range for NOX, CO, VOCy PM�Qy and NH3 emissions will be provided as follows on each of the twelve (12) engines: � Three (3) 100% load range tests: Individual testing of twelve engines within the 100% Load Range. • 108 test runs — testing at 75%, 50% and 20% load range for NOX, CO, VOC, and PM�o emissions will be provided as follows on each af the twelve (12) engines: � Three (3) 75% load range tests: Individual testing of twelve engines within the 75% load range. �� Three (3) 50% load range tests: Individual testing of twelve engines within the 50% load range. � Three (3) 20% load range tests: Individual testing of twelve engines within the 20% load range. Information and data collected during the specific engine test period for each engine report will include the following: • Fuel sampling • Fuel Flow data (one minute data) • Engine horsepower values throughout the duration of the tests (one minute data) • Air-fuel ratio • Engine speed (one minute data) • Reagent flow rate • Oxidation catalyst inlet temperature • Catalyst bed pressure drop • Emissions reports in g/hp-hr as well as lb/hr T SK 2.6 — EVIE E ISSI TEST EP RTS At the conclusion of testing, two separate reports will be prepared: one far air permit compliance and one for EPC cantract specification verification. Each of the test reports will be reviewed and recommendations provided to DME regarding acceptance, comments, or changes to the draft report. Black & Veatch will incorporate up to one (1) set of consolidated comments from DME before issuing final deliverables, The final test reports will be presented as three signed hard copies and one electronic copy and are considered con�dential information pursuant to Section 552 of the Texas Government Code. 10 CLA IFICA I S Black & Veatch has included the following clarificatians to the emissions testing services described herein in order to better delineate the respansibilities ofBlack & Veatch: • Expected duration of the separate TCEQ testing is 6 days. • Expected duration of the combined TCEQ/EPC Contract testing is 24 days. • Fuel sampling in accordance with ASTM D1945 and 6667 will be performed once each day during the expected duration of testing. • This scope includes up to three mobilizations for the combined TCEQ/EPC contract specification testing during the expected duration of testing, and one mobilization for the separate TCEQ testing. • Man lifts will be pravided to access the test ports. Man lift access is not expected beyond 5 weeks. • Testing duration will be 12 hours per day. Black & Veatch oversight will be 10 hours per day, and Black & Veatch requests the assistance of DME in monitoring testing hours through the help of the guard gate or operations. • Rescheduling or cancellation (either with less than/equal to 10 days' notice prior to the scheduled mobilization date) by DME will result in additional fees per occurrence. 11 • ,. . . . � . Black & �/eatch proposes to perform these scope of services on a time and material (T&M) basis under the terms and conditions of the Contract between the City of Denton, TX and Black & Veatch dated March 21, 2017 and attached for reference. Pricing Black & Veatch has prepared NTE pricing for each of the two tasks based on our estimate of the level of effort to support DME for the duration of the project. This estimate is based on the scope definition provided by DME on January 5, 2017, and further revised and clarified during subsequent discussions and correspondence, as well as our experience on similar previous assignments. Pricing is based on the 2017 Billing Rate and Expense Schedule included immediately following this page. The following table presents our estimate of the level of effort required for this project. 1.1 EPC Vendor Management 1.2 Engineering and Design Revi ew 1.3 Construetion Monitoring 1,4 Commissioning and Startup Review 1,354 432 � �4 4 1 sC��}}`}+ti��1= t i( l�� f tllt��s �lilr�� =A�OR 8a � „� ,, „ � � i#�� TQTAt, �,yu �9 �t s� r ttrli i � i�� ;�t�)� � �l�I�t� �'. �ip'�FI`��'��"�`�� ,�(��+�T`�t�it�,{� �I��G��\';�s�� i t ll � S((3 � y � s�i t� � �� ; i �� sl I t� f� 1� ;>3� i� 41r i( yy� ��, i ��f �* �+ � �li,� ��, s�� rt,Z�� I�l�I)\�11��ti�� .Fl��'+��i�l�t�}� ii�{S{1��fii�ii�rv�hl�t)q�� `�!r t��fl��S�ti� t�11�{� 3��r{��y( � tsi> i ��lt �� l �� l� � , � ry �j 4�,�x t�' � I �� it�5�,��s��1i ��li��l, A��'}� ��U�'��ai�, .� :�� , 242 $44,853 $11,600 $56,453 154 $26,991 $2,600 $29,591 2.1— 2.6 Air Emissions 7esting ' 472 ` $76,06C (TCEQand Owner Testing Combined, or ' Owner Testing Separately) Delay Contingency (30 percent) 2.1— 2.6 Air Emissions Testing 70 $11,126 (7CEQ Testing Separately) $$5,338 $85,338 _a _ � $37,1$0 $48,306 12 delay Contingency (30 $10,494 $10,494 - • ' • • . , . . . - � ' � � - - � - �' � • - � � - � - • • • �,w� ♦ � ' r • • � . •�� 1 s: • • • ♦ •'; •• w , s • • � -� • • + + 1 hours for the separate TCEQ testing. m L V T Bullding a yyOrid of difference: October 4, 2016 Rebecca Hunter City of Denton Texas 901B Texas Street Denton, TX 76209 BLACK & VEATCH CORPORATION 5151 SAN FELIPE, SUITE 2015 HOUSTON, TEXAS 77056 USA B&V Proposal No. 282402 Denton RFQ No. 6230 Subject: Black & Veatch Qualifications for Professional Engineering Services for Oversight of Design Build Construction of 220 MW RICE Power Plant, with Testfng and Inspection Dear Ms. Hunter and DME Project Team, Black & Veatch is pleased to submit our qualifications in response to the Denton Municipal Electric (DME) request for Owner's Engineering Services for the 220 MW Reciprocating Internal Combustion Engine Power Plant (Denton Energy Center). We have carefully reviewed the RFQ and have provided a fully responsive proposal with all requested information. Black & Veatch's proposed Project Manager, Gary Kettner has worked in the electric utility industry for more than 43 years on a wide range of Owners Engineering and leadership roles. Gary will lead a project team of experienced discipline engineers and subject matter experts that have just completed EPC services on the Port Westward Unit 2 Project consisting of twelve (12) Wartsila natural gas reciprocating engines. Through our experience as an EPC Contractor and Owner's Engineer, we understand that project success is achieved through Black & Veatch's close collaboration not only with DME but also through positive collaboration and full integration with the EPC Contractor and Wartsila. Black & Veatch's goal is to ensure we are meeting your needs and expectations and that all the experience, expertise and best ideas from Black & Veatch, DME, the EPC Contractor, and Wartsila are part of the solutions. We appreciate the opportunity to demonstrate our capabilities and we are excited about this opportunity to continue to serve DMB. If you have any questions or require any additional information, please contact Gary Kettner (Tel: +303-256-4028, email: KettnerGD@bv.com) or me (Tel: +1 713-590-2274 email: HugginsR@bv.com). Very truly yours, BLACK & VEATCH CORPORATION , �' F', � ,} � '�� '��,.�„��, �t��sev��t I�. H�r�;�;i�� Associate VP & Regional General Manager South Central United States — Energy Enclosures PROPRIETARY ANQ CONFIDENTIAL 1 r x. �. 1 y ■ �ku��} .iy,,.... '�h [ t 5 , [� �, � .� December 15, 2016 BLACK & VEATCH CORPORATION 4400 POST OAK PARKWAY, SUITE 1200 HOUSTON, TEXAS 77027 USA Rebecca Hunter B&V Proposal No. 282402 City of Denton Texas Denton RFQ No. 6230 901B Texas Street Denton, TX 76209 Subject: Black & Veatch Qualifications for Professional Engineerfng Services for Oversight of Design Build Construction of 220 MW RICE Power Plant, with Testing and Inspection Dear Ms. Hunter and DME Project Team, Black & Veatch submitted our qualifications in response to the Denton Municipal Electric (DME) request for Owner's Engineering Services for the 220 MW Reciprocating Internal Combustion Engine Power Plant (Denton Energy Center) on October 4th. We are notifying you to convey a necessary change in our project team: Black & Veatch's previously proposed Project Manager, Gary Kettner, has rnade the recent decision to retire during the expected timeframe of this project. Through our excitement for this opportunity, our goal is to ensure we keep you up to date with the best available project team. We have selected a replacernent Project Manager, Michael Fisher. We propose Michael as a chosen fit for this project based on his Owner Engineer experience and overall engineering, procurement, and construction (EPC) oversight knowledge. Michael's additional experience in contract oversight, construction, start-up and commissioning in a variety of simple cycle technologies provides the knowledge necessary in support of DME, the EPC Contractor and Wartsila's success. The project team has brought Michael up to speed for this transition. Michael's contact: Michael A. Fisher 4600 S. Syracuse Street, Suite 800, Denver, CO 80237 720-834-4225 P; 303-562-4319 M; FisherMA@BV.com If you have any questions or require any additional information, please contact Michael Fisher, Steven Baker (Tel: 713-275-2843, email; BakerSA@bv.com) or me (Tel: 713-590-2274 email: HugginsR@bv.com). Very truly yours, BLACK & VEATCH CORPORATION � � ,�� ' � �� . lf�� , t �,�� .,,.�,�� 'c�c:�sevcii �. H��ns � Associate VP & Regional General Manager South Central United States — Energy Bnclosure: Michael A. Fisher Ftesume . �, r . . - � •, • i� ... - . �♦ � • � . ;,. . � � . "' + r � : : � 1' � � � •� � 1• ��.� "� R ��' � ,! ..'..�, � � ' �..: ' � � :'... . . .-. � . . .. � R :.. ! .. . . , i � " ..� ! � . � ,:. [� ' � i � � • !'� � � � � � !'. i�� • . ��. � �. � . .. , • R�. , �. � ��, : ! � . ��. � ♦' r: ' • * ��'�, � . � • . � ' ! ' 1 . �: ♦ '�.. i ��: ' � �: � • �: � ! . � : ! ` ' . � 1'��.. '�. 1 ' � i .. .. 1 • .'�. i 1 !�� , •� ''. 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'... �� ' � • ��' L +. " ' ��.. 1 ' �� '+ i � * 1 • � • �-�- �- '`• -� !. � ��. •� 1 � i ' ' l ' � � • t� '�. '..�� •! ��!'..� � � ...�' .��# •�'.��. � R... '� "�•..'.. ' � � � ' �, ! 1. • • � �' ! i i' t � �• • � ri � � �*� ' 1 � i ' � �� ' • '�. � ��.. • �� # �� ' r �. . � .:' ' i 1 �� ' i i�� , R� 1��' � • i ' �� * �1' � �' �' • � � !�� :• � R�� . � • � .. !'� ! • ! �� • .. / .i! � � R' �..• * .�1: *' 1 ' �' l. � �. � ��. � �', •*' ��# ♦ • • !^ � � • � :� , � • � � !�• • � -�� • , �} .• BLACK & VEATCH I Michael Fisher, P.E. . . r r � . � � ! � 1 ; � 1 . � : �. ��.,, � � I ----- 3 pages follow this cover sheet ---- �{;�!'YskSi,'U ic�?sC!x?$�iS�� tie!'b� sc ;-��u��nt ��a�� u��a��, z�a � RI€ R;�3afs Re»s�.!aet! C.:Y^3 e:F 3".wt.torz � � 2�71:` Ncrrne .71£icr KaTes � €i7.�:1 � §G L��e(�ht �{�r,k & +dcr�>.ch 2�J�7 lAii ��'Ikf: #'i�fi�:V�� ::7fq u€ i)€�net�� 2t133 ROtsnroar f3iGtice G4aireg � dtl9e:fl3.'�0 Casgsyri�6ai &Bl:ack P� Wcn4vi� dQ%i'P. m88 V!igd�6s Ydese�rve.� Cu¢y qaP fl5r.n9saso � q �; DocuSign Envelope ID: 545B5265-01CB-4AA4-98C5-D8BC170E910E Docusign City Manager Approval Transmittal Coversheet File Name Purchasing Contact Contract Value Piggy Back Option Contract Expiration DocuSign Envelope ID: 545B5265-01CB-4AA4-98C5-D8BC170E910E Request for City Manager Approval of Purchase DATE: September 20, 2017 Questions concerning this acquisition may be directed DEPARTMENT: Electric to Brent Heath 349-7180 ACM: Bryan Langley SUBJECT Approve Amendment #1 to Black & Veatch, Corporation for additional Engineering Services for the Denton Energy Center in the amount of $98,200. (File 6230) FILE INFORMATION Additional Black & Veatch scope as approved. PRIOR ACTION/VIEW (COUNCIL, BOARDS, COMMISSIONS) On March 13, 2017, an original contract was approved by City Council for Engineering Services at the Denton Energy Center, in the not-to-exceed amount of $963,930. RECOMMENDATION Approve Amendment #1, in the not-to-exceed amount of $98,200. ESTIMATED SCHEDULE OF PROJECT Black & Veatch will provide a report no later than six business weeks after execution of this change order. EXHIBITS Exhibit 1: Amendment #1 and Scope of Work DocuSign Envelope ID: 545B5265-01CB-4AA4-98C5-D8BC170E910E Request for City Manager Approval Black & Veatch Amendment #1, DEC Page 2 Requested by: Name: Jessica Rogers, Energy Services Manager Phone: 349-7531 Respectfully submitted: Purchasing Expenditure Approved: __________________________ City Manager or Designate __________________________ Date DocuSign Envelope ID: 545B5265-01CB-4AA4-98C5-D8BC170E910E THE STATE OF TEXAS § § COUNTY OF DENTON § FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND BLACK & VEATCH CORPORATION \[FILE NO. 6230\] THIS FIRST AMENDMENT TO CONTRACT 6230 by and between the City of Denton, and Black & Veatch Corporation Consultant); The CITY deems it necessary to further expand the services provided by CONSULTANT to the CITY; NOW THEREFORE, Exhibit A BLACK & VEATCH 195610 CHANGE ORDER REQUEST 1 is incorporated as part of the agreement. All other provisions of the contract 6230, as heretofore amended, remain in full force and effect. IN WITNESS WHEREOF, the CITY and the CONSULTANT, have each executed this Amendment, by and through their respective duly authorized representatives and officers on this date ________________________________. FILE 6230 Amendment #1 Page 1 of 2 DocuSign Envelope ID: 545B5265-01CB-4AA4-98C5-D8BC170E910E CITY OF DENTON, TEXAS A Texas Municipal Corporation By: __________________________________ TODD HILEMAN CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY By: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY By: ___________________________________ CONSULTANT BLACK & VEATCH CORPORATION A Corporation By: _________________________________ AUTHORIZED SIGNATURE, TITLE FILE 6230 Amendment #1 Page 2 of 2 DocuSign Envelope ID: 545B5265-01CB-4AA4-98C5-D8BC170E910E Exhibit A BLACK & VEATCH CORPORATION 11404 LAMAR, OVERLAND PARK, KS 66211 913-458-7926 | FISCHERDM@BV.COM 3¤¯³¤¬¡¤± 8Ǿ ΑΏΐΖ $¤³® -´¨¢¨¯ « %«¤¢³±¨¢ %¤±¦¸ 3¤±µ¨¢¤² - ¦¤± Msȁ *¤²²¨¢ 2®¦¤±² ΐΕΗΔ 3¯¤¢¤± 2® £ DentonǾ TX 76205 35"*%#4Ȁ ",!#+ ǉ 6%!4#( 195610 #(!.'% /2$%2 2%15%34 ΐ – $%.4/. -5.)#)0!, %,%#42)# !)2 0%2-)4 2%6)%7 !.$ %-)33)/.3 ).&/2-!4)/. &/2 $%.4/. %.%2'9 #%.4%2 &),% Ε230 $¤ ± Msȁ Rogers: !² ±¤°´¤²³¤£Ǿ "« ¢ª ǉ 6¤ ³¢§ ¯±¤²¤³² ³§¤ ¥®««®¶¨¦ ¥®± ¸®´± ¢®²¨£¤± ³¨® ² #®³± ¢³ #§ ¦¤ /±£¤± ³® #¨³¸ ®¥ $¤³® &¨«¤ ΕΑΒΏ ¨²²´¤£ ® - ±¢§ ΑΐǾ ΑΏΐΖȁ Scope of Services "« ¢ª ǉ 6¤ ³¢§ will ±¤µ¨¤¶ ³§¤ $¤³® %¤±¦¸ #¤³¤± ȨDEC) ¨± ¯¤±¬¨³ ¯¯«¨¢ ³¨® ¥®± ¢®²¨²³¤¢¸ ¶¨³§ ¢®³± ¢³ £®¢´¬¤³² £ ³® ²²¤²² ¯¤±¬¨³ £¨¥¥¤±¤¢¤² ¡¤³¶¤¤ $%# £ cited ¢®¬¯ ± ¡«¤ ´¨³²ȁ 4§¤ ¯¤±¬¨³ ¯¯«¨¢ ³¨® will ¡¤ ¢®¬¯ ±¤£ ¶¨³§ £®¢´¬¤³ ³¨® ¥±®¬ ³§¤ 3®´³§ 4¤· ² %«¤¢³±¨¢ #®®¯¤± ³¨µ¤ 2¤£ ' ³¤ 0®¶¤± 0« ³ȁ 2¤£ ' ³¤ § ² ¨²³ ««¤£ 7¾±³²¨«¾ ΐΗ6ΔΏ3' ´¨³² ²¨¬¨« ± ³® $%#Ǿ £ ¨² ¡¤¨¦ cited ¡¸ ¢®¢¤±¤£ ¬¤¬¡¤±² ®¥ ³§¤ ²´±±®´£¨¦ ¢®¬¬´¨³¸ ² ¢®¬¯ ± ¡«¤ ³® emi²²¨®² ¥±®¬ ³§¤ $%#ȁ ) ££¨³¨® ³® ¤µ «´ ³¨¦ ³§¤ $%# ¯¤±¬¨³ £ ¯¯«¨¢ ³¨®Ǿ ³§¤ #¨³¸ ®¥ $¤³® § ² ±¤°´¤²³¤£ ³§ ³ "« ¢ª ǉ 6¤ ³¢§ ¨µ¤²³¨¦ ³¤ ¬¡¨¤³ ¨± ¬®¨³®±¨¦ ¯±®¦± ¬ ³§ ³ ¢ ¡¤ ¢®£´¢³¤£ ³ ³§¤ ² ¬¤ ³¨¬¤ as ³§¤ ¤¬¨²²¨®² c®¬¯«¨ ¢¤ ³¤²³²ȁ TASK 1 – REVIEW AIR PERMIT APPLICATION "« ¢ª ǉ 6¤ ³¢§ ¶¨«« ¯¤±¥®±¬ ±¤µ¨¤¶ ®¥ ³§¤ ¤¬¨²²¨® ± ³¤² «¨²³¤£ ¨ ³§¤ ¯¯«¨¢ ³¨® ¥®± ³§¤ ²³ £ ±£ ¯¤±¬¨³ȁ 4§¨² ±¤µ¨¤¶ ¶¨«« µ¤±¨¥¸ ³§¤ ¢¢´± cy ² ¨³ ¯¤±³ ¨² ³® ¬¤¤³¨¦ ³§¤ 4¤· ² #®¬¬¨²²¨® ® %µ¨±®¬¤³ « 1´ «¨³¸ ȨTCEQ) ±¤¦´« ³¨®²ȁ "« ¢ª ǉ 6¤ ³¢§ ³¨¢¨¯ ³¤² ¢°´¨±¨¦ ¡®³§ ³§¤ 2¤£ ' ³¤ £ $%# ¯¤±¬¨³ £ ¯¤±¬¨³ ¯¯«¨¢ ³¨® ¥±®¬ ³§¤ 4#%1 ¶¤¡²¨³¤Ǿ £ ¤¬¨²²¨® ¢ «¢´« ³¨®² ¶¨«« ¡¤ £¤µ¤«®¯¤£ ¥±®¬ ³§¤ ¯¯«¨¢ ³¨® £ ¯¤±¬¨³ȁ TASK 2 – REVIEW DIFFERENCES IN DEC AND RED GATE TCEQ SUBMITTALS "« ¢ª ǉ 6¤ ³¢§ ¶¨«« ±¤µ¨¤¶ ³§¤ ¯±®¯®²¤£ ¤¬¨²²¨® ± ³¤²ȝ«¨¬¨³² «¨²³¤£ ¨ ³§¤ $%# ²³ £ ±£ ¯¤±¬¨³ £ ¢®¬¯ ±¤ ³§¤²¤ µ «´¤² ¶¨³§ ³§¤ ¯¯«¨¢ ¡«¤ ¤¬¨²²¨® ± ³¤² «¨²³¤£ ¨ ³§¤ 2¤£ ' ³¤ ¯¤±¬¨³ ³® £¤³¤±¬¨¤ ±¤ ²®² ¥®± £¨¥¥¤±¤¢¤² ¨ ¯¤±¬¨³³¤£ ¤¬¨²²¨® «¨¬¨³²ȁ "« ¢ª ǉ 6¤ ³¢§ ³¨¢¨¯ ³¤² ¢°´¨±¨¦ ¡®³§ ³§¤ 2¤£ ' ³¤ £ $%# ¯¤±¬¨³ £ ¯¤±¬¨³ ¯¯«¨¢ ³¨® ¥±®¬ ³§¤ 4#%1 ¶¤¡²¨³¤Ǿ £ ¤¬¨²²¨® ¢ «¢´« ³¨®² ¶¨«« ¡¤ £¤µ¤«®¯¤£ ¥±®¬ ³§¤ ¯¯«¨¢ ³¨® £ ¯¤±¬¨³. TASK 3 – REVIEW WÄRTSILÄ EMISSIONS INFORMATION "« ¢ª ǉ 6¤ ³¢§ ¶¨«« ¯¤±¥®±¬ ±¤µ¨¤¶ ®¥ ³§¤ 7ärtsilä ¯¤±¥®±¬ ¢¤ £ ³ used ¨ ³§¤ ¯¯«¨¢ ³¨® ¥®± ³§¤ $%# ²³ £ ±£ ¯¤±¬¨³ȁ 4§¤ ±¤µ¨¤¶ ¶¨«« «®®ª ³ ¯±¤µ¨®´² Wärtsilä ¤¦¨¤ ¶®±ª ¤·¯¤±¨¤¢¤ ¶¨³§ This document and any attachments thereto may contain information that is confidential, commercially-sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or 552.133, and may be protected from required public disclosure. PROPRIETARY AND CONFIDENTIAL DocuSign Envelope ID: 545B5265-01CB-4AA4-98C5-D8BC170E910E DENTON MUNICIPAL ELECTRIC | DEC CHANGE ORDER 1 SEPTEMBER 8, 2017 | PAGE 2 discuss¨® ®¥ differences ³® ³§¤ $%#ȁ !££¨³¨® ««¸Ǿ "« ¢ª ǉ 6¤ ³¢§ ¶¨«« review ³§¤ Wärtsilä ²´¡¬¨²²¨®² for consistency ¶¨³§ ¯¯«¨¢ ¡«¤ ²³ ³¤ £ ¥¤£¤± « ¤¬¨²²¨®² ±¤°´¨±¤¬¤³²ȁ TASK 4 – REVIEW EMISSION FACTORS SUBMITTED FOR DEC AND RED GATE "« ¢ª ǉ 6¤ ³¢§ ¶¨«« ±¤µ¨¤¶ ³§¤ ¤¬¨²²¨® ¥ ¢³®±² ´²¤£ ³® £¤³¤±¬¨¤ ³§¤ ¤¬¨²²¨® ± ³¤² ¨ ¡®³§ ³§¤ $%# £ 2¤£ ' ³¤ ¯¯«¨¢ ³¨®²ȁ 4§¨² task ¶¨«« review ³§¤ µ «´¤² £ £¤³¤±¬¨¤ ¨¥/¶§¸ £¨²¢±¤¯ ¢¨¤² ¤·¨²³ ¡¤³¶¤¤ ³§¤ ³¶® £ ³ ²¤³²ȁ !££¨³¨® ««¸Ǿ "« ¢ª ǉ 6¤ ³¢§ ¶¨«« ±¤µ¨¤¶ ¤¬¨²²¨® ¢ «¢´« ³¨®² used ¨ ³§¤ $%# ²³ £ ±£ ¯¤±¬¨³ ¯¯«¨¢ ³¨® ³® µ «¨£ ³¤ ¬¤³§®£®«®¦¸ £Ǿ ³® ³§¤ ¤·³¤³ ¯®²²¨¡«¤Ǿ ±¤²´«³²ȁ "« ¢ª ǉ 6¤ ³¢§ ³¨¢¨¯ ³¤² ¢°´¨±¨¦ ¡®³§ ³§¤ 2¤£ ' ³¤ £ $%# ¯¤±¬¨³ ¯¯«¨¢ ³¨® ¥±®¬ ³§¤ 4#%1 ¶¤¡²¨³¤Ǿ £ ¤¬¨²²¨® ¢ «¢´« ³¨®² ¶¨«« ¡¤ £¤µ¤«®¯¤£ ¥±®¬ ³§¤ ¯¯«¨¢ ³¨®ȁ TASK 5 – EXPLAIN EMISSION FACTOR DIFFERENCES "« ¢ª ǉ 6¤ ³¢§ ¶¨«« ¯±®µ¨£¤ ¤·¯« ³¨® ² ³® ¶§¸ ³§¤ ¤¬¨²²¨® ¥ ¢³®±² µ ±¸ ¡¤³¶¤¤ ³§¤ $%# £ 2¤£ ' ³¤ȁ 4§¨² ¶¨«« ¨¢«´£¤ ¨°´¨±¸ ®¥ ®¯¤± ³¨® « £¨¥¥¤±¤¢¤²Ǿ £¨²¯ ³¢§ £¨¥¥¤±¤¢¤²Ǿ £ ²¤«¤¢³¨µ¤ ¢ ³ «¸³¨¢ ±¤£´¢³¨® Ȩ3#2ȩ £¨fferences. TASK 6 – DESCRIBE OPERATIONAL CHARACTERISTICS OF WÄRTSILÄ RICE "« ¢ª ǉ 6¤ ³¢§ ¶¨«« £¤²¢±¨¡¤ ³§¤ ®¯¤± ³¨® « ¢§ ± ¢³¤±¨²³¨¢² ®¥ ±¤¢¨¯±®¢ ³¨¦ ¨³¤± « ¢®¬¡´²³¨® ¤¦¨¤ Ȩ2)#%ȩǾ ¨¢«´£¨¦ ³§¤ ¯±®¢¤²² ®¥ ¢®µ¤±³¨¦ ¥´¤« ³® ¤«¤¢³±¨¢¨³¸ȁ ) ££¨³¨®Ǿ £¤²¢±¨¯³¨® ®¥ ²³ ±³ ³¨¬¤² £ ± ¬¯ ³¨¬¤² ¥®± 2)#% ¶¨«« ¡¤ ££±¤²²¤£Ǿ £ ¢®¬¯ ±¨²®² ¶¨«« ¡¤ ¬ £¤ ³® ®³§¤± ³¤¢§®«®¦¨¤²Ǿ ¶§¤±¤ ¯¯±®¯±¨ ³¤ȁ TASK 7 – PROVIDE AN EXPLANATION FOR VARIOUS REGULATORY REQUIREMENTS (STANDARD TCEQ PERMIT, PERMITS BY RULE, TITLE V) "« ¢ª ǉ 6¤ ³¢§ ¶¨«« £¤²¢±¨¡¤ ³§¤ various ¯¤±¬¨³³¨¦ ²¤³ ¥®±³§ ´£¤± ³§¤ 4#%1 !¨± 0¤±¬¨³³¨¦ 0±®¦± ¬ȁ ! ±¤µ¨¤¶ ®¥ ³§¤ 4#%1 ±¤¦´« ³¨®² ¶¨«« ¯±®µ¨£¤ ³§¤ ¨¥®±¬ ³¨® ¤¢¤²² ±¸ ³® ¢®¬¯«¤³¤ ³§¨² ³ ²ªȁ TASK 8 – DESCRIBE DIFFERENCE BETWEEN MAJOR AND MINOR SOURCES "« ¢ª ǉ 6¤ ³¢§ ¶¨«« £¤²¢±¨¡¤ ³§¤ £¨¥¥¤±¤¢¤ ¡¤³¶¤¤ ȏ¬¨®±Ȑ £ ȏ¬ ©®±Ȑ ²®´±¢¤ ´£¤± ³§¤ 4#%1 !¨± 0¤±¬¨³³¨¦ 0±®¦± ¬ȁ ! ±¤µ¨¤¶ ®¥ ³§¤ 4#%1 ±¤¦´« ³¨®² ¶¨«« ¯±®µ¨£¤ ³§¤ ¨¥®±¬ ³¨® ¤¢¤²² ±¸ ³® ¢®¬¯«¤³¤ ³§¨² ³ ²ªȁ TASK 9 – EVALUATE AND INCORPORATE AMBIENT AIR MONITORING "« ¢ª ǉ 6¤ ³¢§ will £¤µ¤«®¯ ¬¡¨¤³ ¨± ¬®¨³®±¨¦ ¯±®¦± ¬ ¥®± ³§¤ $%#Ǿ ³® ¡¤ ¢®£´¢³¤£ ³ ³§¤ ² ¬¤ ³¨¬¤ ³§¤ 2)#% units ±¤ ´£¤±¦®¨¦ ¤¬¨²²¨®² ³¤²³²ȁ "« ¢ª ǉ 6¤ ³¢§ ¶¨«« ¶®±ª ¶¨³§ ³§¤ #¨³¸ ®¥ $¤³® ³® £¤¥¨¤ ³§¤ ¬¡¨¤³ ¨± ¬®¨³®±¨¦ ¯±®¦± ¬ ²¢®¯¤ȁ !¬¡¨¤³ ¨± ¬®¨³®±¨¦ ¨² ®³ ±¤°´¨±¤£ ¡¸ ³§¤ ¨± ¯¤±¬¨³ ®± 4#%1 ±¤¦´« ³¨®²Ǿ ¡´³ ¢®´«£ ¯±®µ¨£¤ ££¨³¨® « ¨¥®±¬ ³¨® ³® ¡¤³³¤± ´£¤±²³ £ ´¨³ ®¯¤± ³¨®ȁ TASK 10 – DEVELOP REPORT ! ¥¨ « ±¤¯®±³ ³® ²´¬¬ ±¨¹¤ ³§¤ ¯±¤µ¨®´² ³ ²ª² ¶¨«« ¡¤ £¤µ¤«®¯¤£ £ ²´¡¬¨³³¤£ ³® ³§¤ #¨³¸ ®¥ $¤³®ȁ ! £± ¥³ ±¤¯®±³ ¶¨«« ¡¤ ¯±®µ¨£¤£ ³® ³§¤ #¨³¸ ®¥ $¤³® ¥®± ±¤µ¨¤¶Ǿ £ ¨¢«´£¤² ³§¤ ¨¢®±¯®± ³¨® ®¥ ®¤ Ȩΐȩ ±¤µ¨¤¶ ¢¸¢«¤ ®¥ ¢®²®«¨£ ³¤£ ¢®¬¬¤³² ¥±®¬ ³§¤ #¨³¸ ®¥ $¤³® ¡¤¥®±¤ ¨²²´¨¦ ³§¤ ¥¨ « ±¤¯®±³ȁ This document and any attachments thereto may contain information that is confidential, commercially-sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or 552.133, and may be protected from required public disclosure. PROPRIETARY AND CONFIDENTIAL www.bv.com DocuSign Envelope ID: 545B5265-01CB-4AA4-98C5-D8BC170E910E DENTON MUNICIPAL ELECTRIC | DEC CHANGE ORDER 1 SEPTEMBER 8, 2017 | PAGE 3 TASK 11 – PRESENT FINDINGS OF REPORT "« ¢ª ǉ 6¤ ³¢§ ¶¨«« ¯±¤²¤³ ¥¨£¨¦² ®¥ ³§¤ ±¤¯®±³ ¨ 0®¶¤±0®¨³ ¯±¤²¤³ ³¨®Ǿ ®± ²¨¬¨« ± presentation, ³ ³¶® ¬¤¤³¨¦²Ǿ #¨³¸ ®¥ $¤³® #¨³¸ #®´¢¨« ¬¤¤³¨¦ £ 0´¡«¨¢ 5³¨«¨³¨¤² "® ±£ m¤¤³¨¦ȁ 4§¨² ¨¢«´£¤² ³¨¬¤ ¥®± ¨³¤± « ¯±¤¯ ± ³¨® ² ¶¤«« ² £¨²¢´²²¨® ¶¨³§ ³§¤ #¨³¸ ®¥ $¤³® ²³ ¥¥ ¯±¨®± ³® ³§¤ ³¶® ¬¤¤³¨¦²ȁ /´± ¤²³¨¬ ³¤ ²²´¬¤² ³§¤ "« ¢ª ǉ 6¤ ³¢§ȝ#¨³¸ ®¥ $¤³® £¨²¢´²²¨®² ¯±¨®± ³® ³§¤ ¯±¤²¤³ tion ¶¨«« ¡¤ µ¨ ³¤«¤¢®¥¤±¤¢¤ ®± ¤¬ ¨«Ǿ £ ¶¤ ¶¨«« § µ¤ ³¨¬¤ ³® ¶®±ª ¶¨³§ #¨³¸ ®¥ $¤³® s³ ¥¥ ® ¯±¤²¤³ ³¨® ±¤°´¨±¤¬¤³² ¯±¨®± ³® ³§¤ ³¶® ¬¤¤³¨¦²ȁ )³ ¨² ³¨¢¨¯ ³¤£ ³§ ³ ¥®´± "« ¢ª ǉ 6¤ ³¢§ ¯±®¥¤²²¨® «² ¶¨«« ³± µ¤« ³® $¤³® ® ²¨¦«¤ ³±¨¯ ¥®± ³¶® £ ¸² ®¥ ¬¤¤³¨¦²Ǿ ¨¢«´£¨¦ a one-£ ¸ #¨³¸ #®´¢¨« ¬¤¤³¨¦ £ ®¤-£ ¸ 0´¡«¨¢ 5³¨«¨³¨¤² "® ±£ ¬¤¤³¨¦ȁ Clarifications 4§¨² ¯±®¯®² « ²²´¬¤² ³§¤ 2¤£ ' ³¤ £ $%# ¯¤±¬¨³ ¯¯«¨¢ ³¨®s £ ¯¤±¬¨³s ±¤ µ ¨« ¡«¤ ¥±®¬ ³§¤ 4#%1 ¶¤¡²¨³¤Ǿ £ ³§ ³ ¤¬¨²²¨® ¥ ¢³®±² £ ¤¬¨²²¨® calculations ¢ ¡¤ £¤µ¤«®¯¤£ ¥±®¬ ³§¤ ¯¯«¨¢ ³¨® £ȝ®± ¯¤±¬¨³ȁ Compensation "« ¢ª ǉ 6¤ ³¢§ ®¥¥¤±² ³® ¯¤±¥®±¬ ³§¤ ²¢®¯¤ ®¥ ²¤±µ¨¢¤² £¤¥¨¤£ ¡®µ¤ ® ³¨¬¤ £ ¤·¯¤²¤² ¡ ²¨² ¥®± ®³-to-¤·¢¤¤£ Ȩ.4%ȩ ¯±¨¢¤ ®¥ ͡98,200. 4!3+ )4%-ȝ-),%34/.% COMPENSATION 4 ²ª ΐ – 2¤µ¨¤¶ !¨± 0¤±¬¨³ !¯¯«¨¢ ³¨® $5,100 4 ²ª Α – 2¤µ¨¤¶ $¨¥¥¤±¤¢¤² ¨ $%# £ 2¤£ ' ³¤ 4#%1 3´¡¬¨³³ «² $25,700 4 ²ª Β – 2¤µ¨¤¶ 7ärtsilä %¬¨²²¨®² )¥®±¬ ³¨® $2,600 4 ²ª Γ – 2¤µ¨¤¶ %¬¨²²¨® & ¢³®±² S´¡¬¨³³¤£ ¥®± $%# £ 2¤£ ' ³¤ $4,700 4 ²ª Δ – E·¯« ¨ %¬¨²²¨® & ¢³®± $¨¥¥¤±¤¢¤² $4,700 4 ²ª Ε – $¤²¢±¨¡¤ /¯¤± ³¨® « #§ ± ¢³¤±¨²³¨¢² ®¥ Wärtsilä2)#% $2,900 4 ²ª Ζ – 0±®µ¨£¤ %·¯« ³¨® ¥®± 6 ±¨®´²2¤¦´« ³®±¸ $800 2¤°´¨±¤¬¤³² Ȩ3³ £ ±£ 4#%1 0¤±¬¨³Ǿ 0¤±¬¨³² ¡¸ 2´«¤Ǿ 4¨³«¤ 6ȩ 4 ²ª Η – Describe$¨¥¥¤±¤¢¤ ¡¤³¶¤¤ - ©®± £ -¨®± 3®´±¢¤²$800 4 ²ª Θ – Eµ «´ ³¤ £ )¢®±¯®± ³¤ !¬¡¨¤³ !¨± -®¨³®±¨¦ $4,500 4 ²ª ΐΏ – $¤µ¤«®¯ 2¤¯®±³ $5,900 4 ²ª ΐΐ – 0±¤²¤³ &¨£¨¦² ®¥ 2¤¯®±³$40,500 Total$98,200 This document and any attachments thereto may contain information that is confidential, commercially-sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or 552.133, and may be protected from required public disclosure. PROPRIETARY AND CONFIDENTIAL www.bv.com DocuSign Envelope ID: 545B5265-01CB-4AA4-98C5-D8BC170E910E DENTON MUNICIPAL ELECTRIC | DEC CHANGE ORDER 1 SEPTEMBER 8, 2017 | PAGE 4 )¥ ¢®£¨³¨®² ¢§ ¦¤ £´±¨¦ ³§¤ ¢®´±²¤ ®¥ ³§¤ ¶®±ª ³§ ³ affects ³§¨² ¯±¨¢¤Ǿ ¶¤ ¶¨«« £µ¨²¤ ¸®´ promptly. 4§¤ ±¤°´¤²³ ¨² ¡ ²¤£ ® ³§¤ ³¤±¬² £ ¢®£¨³¨®² ®¥ #¨³¸ ®¥ $¤³® &¨«¤ ΕΑΒΏǾ ¤¥¥¤¢³¨µ¤ ² ®¥ - ±¢§ ΑΐǾ ΑΏΐΖȁ "¨««¨¦² ¶¨«« ¡¤ ¢¢®±£¨¦ ³® ³§¤ ± ³¤² ¯¯«¨¢ ¡«¤ ¨ ¤¥¥¤¢³ ³ ³§¤ ³¨¬¤ ³§¤ ¶®±ª ¨² ¯¤±¥®±¬¤£ȁ Schedule "« ¢ª ǉ 6¤ ³¢§ ¶¨«« ¯±®µ¨£¤ ³§¤ ±¤¯®±³ no « ³¤± ³§ six ¡´²¨¤²² weeks after ¤·¤¢´³¨® ®¥ ³§¤ ¢§ ¦¤ order. 2¤¯®±³ ¥¨£¨¦² ¶¨«« ¡¤ ¯±¤²¤³¤£ ³ ³¨¬¤ ¦±¤¤£ ¶¨³§ ³§¤ #¨³¸ ®¥ $¤³®Ǿ £ ¶§¤ ³§¤ #¨³¸ #®´¢¨« ¬¤¤³¨¦ ¨² £© ¢¤³ ³® ³§¤ 0´¡«¨¢ 5³¨«¨³¨¤² "® ±£ ¬¤¤³¨¦ȁ 7¤ ¯¯±¤¢¨ ³¤ ³§¤ ®¯¯®±³´¨³¸ ³® ¯±®µ¨£¤ ³§¨² ¢§ ¦¤ ®±£¤± ±¤°´¤²³ȁ )¥ ¸®´ § µ¤ ¸ °´¤²³¨®² ®± ±¤°´¨±¤ ¸ ££¨³¨® « ¨¥®±¬ ³¨®Ǿ ¯«¤ ²¤ ¢®³ ¢³ -¨¢§ ¤« &¨²§¤± (T¤«Ȁ ΖΑΏ-834-ΓΑΑΔǾ ¤¬ ¨«Ȁ FisherMA@bv.comȩ ®± ¬¤ Ȩ4¤«Ȁ ΘΐΒ-458-7926Ǿ ¤¬ ¨«Ȁ FischerDM@bv.com). 6¤±¸ ³±´«¸ ¸®´±²Ǿ ",!#+ ǉ 6%!4#( #/20/2!4)/. $¨ ¤ -ȁ &¨²¢§¤± !²²®¢¨ ³¤ 6¨¢¤ 0±¤²¨£¤³ £ 2¤¦¨® « !±¤ $¨±¤¢³®± – #¤³± « 2¤¦¨® 0®¶¤± '¤¤± ³¨® 3¤±µ¨¢¤² cc: -¨¢§ ¤« &¨²§¤±Ǿ "« ¢ª ǉ 6¤ ³¢§ 0±®©¤¢³ - ¦¤± This document and any attachments thereto may contain information that is confidential, commercially-sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or 552.133, and may be protected from required public disclosure. PROPRIETARY AND CONFIDENTIAL www.bv.com Certificate Of Completion Envelope Id: 545B526501CB4AA498C5D8BC170E910EStatus: Completed Subject: ****City Manager Approval ******Docusign Item 6230 Black & Veatch Amendment #1 Source Envelope: Document Pages: 9Signatures: 6Envelope Originator: Supplemental Document Pages: 0Initials: 0Rebecca Hunter Certificate Pages: 6 AutoNav: EnabledPayments: 0rebecca.hunter@cityofdenton.com EnvelopeId Stamping: EnabledIP Address: 129.120.6.150 Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: OriginalHolder: Rebecca HunterLocation: DocuSign 9/20/2017 11:27:54 AM rebecca.hunter@cityofdenton.com Signer EventsSignatureTimestamp Rebecca HunterSent: 9/20/2017 11:34:56 AM Completed rebecca.hunter@cityofdenton.comViewed: 9/20/2017 11:35:09 AM Assistant Purchasing ManagerSigned: 9/20/2017 11:35:56 AM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Karen E. SmithSent: 9/20/2017 11:35:58 AM karen.smith@cityofdenton.comViewed: 9/20/2017 11:48:47 AM Interim Purchasing ManagerSigned: 9/20/2017 11:49:14 AM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Diane FischerSent: 9/20/2017 5:00:53 PM FischerDM@bv.comViewed: 9/21/2017 6:40:52 AM Regional Area Director - Central RegionSigned: 9/21/2017 6:54:48 AM Security Level: Email, Account Authentication Using IP Address: 147.182.0.17 (Optional) Electronic Record and Signature Disclosure: Accepted: 9/21/2017 6:40:52 AM ID: 68a4fb1d-bd20-4ab1-92c7-ec88e76678fb Larry CollisterSent: 9/21/2017 6:54:50 AM larry.collister@cityofdenton.comResent: 9/26/2017 12:03:13 PM Deputy City AttorneyViewed: 9/26/2017 12:27:28 PM Security Level: Email, Account Authentication Signed: 9/26/2017 12:27:49 PM Using IP Address: 129.120.6.150 (Optional) Electronic Record and Signature Disclosure: Accepted: 9/26/2017 12:27:28 PM ID: 01f5f868-f109-4e29-ad49-21db9046c882 Signer EventsSignatureTimestamp Todd HilemanSent: 9/26/2017 12:27:51 PM todd.hileman@cityofdenton.comViewed: 9/26/2017 12:28:21 PM City ManagerSigned: 9/26/2017 1:23:59 PM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 9:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Jane RichardsonSent: 9/26/2017 1:24:01 PM jane.richardson@cityofdenton.comResent: 9/26/2017 2:25:45 PM Assistant City SecretaryViewed: 9/26/2017 2:30:43 PM City of DentonSigned: 9/26/2017 2:31:27 PM Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Michael A. Fisher, P.E.Sent: 9/20/2017 5:00:55 PM fisherma@bv.comViewed: 9/20/2017 5:01:40 PM Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 9/20/2017 4:39:21 PM ID: 383b5907-6e33-4c39-9ae7-c737a60a98f9 Sherri ThurmanSent: 9/21/2017 6:54:50 AM sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Robin FoxSent: 9/26/2017 12:27:51 PM Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane RichardsonSent: 9/26/2017 2:31:29 PM jane.richardson@cityofdenton.comViewed: 9/26/2017 2:51:19 PM Assistant City Secretary City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy EventsStatusTimestamp Jennifer BridgesSent: 9/26/2017 2:31:29 PM jennifer.bridges@cityofdenton.com Procurement Assistant City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Julia WinkleySent: 9/26/2017 2:31:29 PM julia.Winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jessica RogersSent: 9/26/2017 2:31:29 PM jessica.rogers@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Chris LutrickSent: 9/26/2017 2:31:31 PM Chris.lutrick@cityofdenton.comViewed: 9/26/2017 2:32:07 PM Engineer IV City of Denton (DME) Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted9/26/2017 2:31:31 PM Certified DeliveredSecurity Checked9/26/2017 2:31:31 PM Signing CompleteSecurity Checked9/26/2017 2:31:31 PM CompletedSecurity Checked9/26/2017 2:31:31 PM Payment EventsStatusTimestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. 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, NetScape 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. 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By checking the 'I Agree' box, I confirm that: I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.