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18-1483 %(+$1$%$1$-"$%.1,181483 AdditionalFileExists AdditionalFileContainsRecordsNotPublic,AccordingtothePublicRecordsAct Other %(+$Ș2ș#§º«(´¯º¯§²¹ SecondAmendmenttoAgreementɋOrdinanceNo.19290312/17/19JR # ' � �� ,'� � � �, , � ♦ . � � � , . ♦ � �,, . �' � � .. ♦ � l ,. * R �. � 1 '�. � � � � �.... 1 # �'�... I * � '� I t. R' � I �Y � � � '��.. l �. ■' I �' !�. � �! �. . • � � � ��' ,,. , . ! �.: � �,�... � ! l : • R � .. � � �' .. � ':� � �., � ', ♦ t. � .... � R # I... * .,...., . � : I � .: I � � � ! R... �� '. � � � � � �.. R � �. � � � '., . ..... * � R ;� � I ! � R � .. R � I.. . R �� f ♦ 1 � ! R �' ; � ...... �: �� ,.. ` �. �.... � � � ':. �. � ... � . � .. � � ' � � ��. � � � .. � � ., � �'.. � R '� � � ... � �.. .. 1 �'� ��. � � .., .� �� .'. � ; � � :. . � � ��'.. � � ��., � �. � �,..... � ��.... .� � R .., ! � w • � . ,. � � ,. �, �'; � R�.. � � � ... 1 ......, � ... � � I R f ♦ .. l � � ��• � � I... !� � � ! �: ! � � , :. ' � �.,� � ... ' R � �� , .:... ' R � R `: �': R � #��, � '�� ♦ �.. � � ' � � � : � �� '�,. R �' ! � '�: R ; R � # �' ' ! ' # '� • • 11' � . - • * " * .' . . • f, �- - ' w w- - � '•' � • �. ; . . .��i . , � ; • . -� � �. � •- � , -� � �- . . . � � � � , . � ' • �� -� • � - � ,. . - . w . � � . . . � - � - � � �� - � � � . �� . • . . �� - . � '�� . • ` . � . . � . . � w + - . - . �,, ' �-i . - . � -- � � -� r - •"� - � .' . �' . ! ��•' �� . * . r � '#' 1 � ' � � • '' �� ` . ..� . • � �`1 I' # � �R � � �' � _ � � � • _ ! _ i � ► /:_��`. � ` � . + ' ' - •' � � ' 1' � ' ` ' �' � • #' ' � � . . � ' � � �' � + ' ' � • � �' '' • � ' � � • - �` . • ' r • � ' ' � � , ' ' 1.' + ! ' a` . � � � w � • �'' .''� •, � # . � '� " ' ! �'' 1 f !� •..�,'• � . . . _ ... SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. � - � �� - � � - � - . � _ � . � . �� . , . . . f !' . - . . � . .'. •- - ' -r � •- -� '� •- - � -� � . � �_ � . •' ' •i� ! ' . .+•' � • #' /' '� � •' � -. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5, This ordinance shall become effective immediately upon its passage and approval. � N �� .� �� v� I��z , �� t��ance was made by ...... �a��"�`��✓� � �°'°�,'�� f � � and seconded by The mo�a��r � m.... � � � �` �, � '� � � �`� °:��:� , the ordinance was passed and approved by the following w�� I �... ��__.6a Aye Nay Abstain Absent Mayor Chris Watts: _ � Gerard Hudspeth, District 1: � �°"" Keely G. Briggs, District 2: � f Don Duff, District 3: ��"' John Ryan, District 4: _ �� Deb Armintor, At Large Place 5: ��°""' Paul Meltzer, At Large Place 6: _��" l',�� .��II:) �f'��f:�V1;[� �t1�� l�s�, �,��:�.�°�'. ��.�t� �f� ...�.d'� .�.�.��"'� ��,.- �� 2018. ��W� ,,��r M, C"1�� — �4„eo uu.�.�... .. mm ,.:..,, �,., ......... _...nnnnn,. � M�a CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY I: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY ��"" � � �� BY: _�� " ��"�,.�� DocuSign Envelope ID: 11026BC2-8567-4C9B-886E-3E6CFFEF6C5F 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: 11026BC2-8567-4C9B-886E-3E6CFFEF6C5F PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER FILE 6861 THIS AGREEMENT is made and entered into on ____________________________, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East MPOWER Engineers, Incorporated, with its corporate office at 3940 Glenbrook Drive, Post Office Box 1066, Hailey, Idaho 83333, herein, by and through their duly authorized representatives. In consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: SECTION 1 EMPLOYMENT OF DESIGN PROFESSIONAL The Owner hereby contracts with the Design Professional, a licensed Texas architect or engineer, as an independent contractor. The Design Professional hereby agrees to perform the services as described herein and in the Proposal, the General Conditions, and other attachments to this Agreement that are referenced in Section 5, in connection with the Project. The Project shall include, without limitation, the tasks associated with the substation and transmission projects identified in Exhibit 2 SECTION 2 COMPENSATION The Owner shall compensate the Design Professional as follows: 2.1 BASIC SERVICES 2.1.1 For Basic Services the total compensation shall be $776,600. 2.1.2 Progress payments for Basic Services shall be paid in the total compensation for the Basic Services satisfactorily completed at the end of the projects identified in Exhibit 2, Design Partial payments to the Design Professional will be made on the basis of detailed monthly statements rendered to and approved by the Owner through its City Manager 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 unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The Owner shall not be required to make any payments to the Design Professional when the Design Professional is in default under this Agreement. Page 1 DocuSign Envelope ID: 11026BC2-8567-4C9B-886E-3E6CFFEF6C5F It is specifically understood and agreed that the Design Professional shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the Owner for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the Owner. The Design Professional shall not proceed to perform the services listed in Article 2.2 without obtaining prior written authorization from the Owner. 2.2 ADDITIONAL SERVICES 2.2.1 For additional services authorized in writing by the Owner, the Design Professional shall be paid based on the Schedule of Charges at the rates shown in Exhibit 3. Payments for additional services shall be due and payable upon submission by the Design Professional and approval by the City staff, and shall be in accordance with subsection 2.1.2 hereof. Statements shall not be submitted more frequently than monthly. 2.3 REIMBURSABLE EXPENSES Reimbursable Expenses shall be a multiple of 1.10 times the expenses incurred by the Design Professional, the Design Professional's employees and consultants in the interest of the Project as defined in the General Conditions but not to exceed a total of $5,000 without the prior written approval of the Owner. SECTION 3 INVOICES Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator as identified in the Notice to Proceed. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. SECTION 4 CONTRACT TERM The contract term shall become effective from date of award or notice to proceed as determined by the City of Denton Purchasing Department. The contract shall remain effective until completion and acceptance of the projects, shown in Exhibit 2, by an authorized representative of the Owner. Page 2 DocuSign Envelope ID: 11026BC2-8567-4C9B-886E-3E6CFFEF6C5F SECTION 5 Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council website within seven business days. Page 3 DocuSign Envelope ID: 11026BC2-8567-4C9B-886E-3E6CFFEF6C5F SECTION 5 ENTIRE AGREEMENT This Agreement includes this executed agreement and the following documents all of which are attached hereto and made a part hereof by reference as if fully set forth herein: Exhibit 1 - City of Denton General Conditions to Agreement for Architectural or Engineering Services. Exhibit 2 - Exhibit 3 - 2018 Exhibit 4 - House Bill 89 Government Code 2270 Verification Form Exhibit 5 - Senate Bill 252 Government Code 2252 Certification Form The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. Page 4 DocuSign Envelope ID: 11026BC2-8567-4C9B-886E-3E6CFFEF6C5F This Agreement is signed by the parties hereto effective as of the date first above written. THIS AGREEMENT HAS BEEN CITY OF DENTON BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms . BY:__________________________ TODD HILEMAN ________________________________ CITY MANAGER Signature _______________________________ Title _______________________________ Department Date Signed:_____________________ ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: __________________________________ DESIGN FIRM BY:__________________________ (Signature) ______________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER Page 5 DocuSign Envelope ID: 11026BC2-8567-4C9B-886E-3E6CFFEF6C5F EXHIBIT 1 CITY OF DENTON GENERAL CONDITIONS TO AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES ARTICLE 1. ARCHITECT OR ENGINEER'S RESPONSIBILITIES 1.1 The Archite General Conditions are attached) performed by the Architect or Engineer (hereinafter called the 1.2 The Design Professional will perform all Services as an independent contractor to the prevailing professional standards consistent with the level of care and skill ordinarily exercised by members of the same profession currently practicing in the same locality under similar conditions, including reasonable, informed judgments and prompt timely essary for the orderly progress of the Project. Upon request of the Owner, the Design Professional shall submit for the Owner's approval a schedule for the performance of the Services which may be adjusted as the Project proceeds, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule and approved by the Owner shall not, except for reasonable cause, be exceeded by the Design Professional or Owner, and any adjustments to this schedule shall be mutually acceptable to both parties. ARTICLE 2 SCOPE OF BASIC SERVICES 2.1 BASIC SERVICES scribed in The Basic Services may be modified by the Agreement. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in the Agreement or Proposal, and they shall be paid for by the Owner as provided in the Agreement, in addition to the compensation for Basic Services. The services described under Sections 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. If services described under Contingent Additional Services in Section 3.3 are required due to circumstances beyond the Design Professional's control, the Design Professional shall notify the Owner in writing and shall not commence such additional services until it receives written approval from the Owner to proceed. If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the Design Professional shall have no obligation to provide those services. Owner will be responsible for compensating the Design Professional for Contingent Additional Services only if they are not required due to the negligence or fault of Design Professional. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than is described in Article 2 is required, the Design Professional shall provide one or more Project Representatives to assist in carrying out such additional on-site responsibilities. 3.2.2 Project Representatives shall be selected, employed and directed by the Design Professional, and the Design Professional shall be compensated therefor as agreed by the Owner and Design Professional. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making material revisions in Drawings, Specifications or other documents when such revisions are: 1. inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owner's program or Project budget; 2. required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents, or 3. due to changes required as a result of the Owner's failure to render decision in a timely manner. 3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, quality, complexity, or the Owner's schedule, except for services required under Article 2. 3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connection with Change Orders and Construction Change Directives. 3.3.4 Providing consultation concerning replacement of work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such work. 3.3.5 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. 3.3.6 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the work. 3.3.7 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Design Professional is party thereto. Page 6 DocuSign Envelope ID: 11026BC2-8567-4C9B-886E-3E6CFFEF6C5F 3.3.8 Providing services in addition to those required by Article 2 for preparing documents for alternate, separate or sequential bids or providing services in connection with bidding or construction prior to the completion of the Construction Documents Phase. 3.3.9 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. Design damage, loss or expense on a comparative basis of fault and responsibility between Design Professional and Owner. It is the express intent of this Article that Design Professional shall not be 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing financial feasibility or other special studies. 3.4.2 Providing planning surveys, site evaluations or comparative studies of prospective sites. 3.4.3 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. 3.4.4 Providing services relative to future facilities, systems and equipment. 3.4.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. 3.4.6 Providing services to verify the accuracy of drawings or other information furnished by the Owner. 3.4.7 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordination of services required in connection with construction performed and equipment supplied by the Owner. 3.4.8 Providing detailed quantity surveys or inventories of material, equipment and labor. 3.4.9 Providing analyses of operating and maintenance costs. 3.4.10 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities. 3.4.12 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance and consultation during operation. 3.4.13 Providing interior design and similar services required for or in connection with the selection, procurement or installation of furniture, furnishings and related equipment. 3.4.14 Providing services other than as provided in Article 2, after issuance to the Owner of the final Certificate for Payment and expiration of the Warranty period of the Contract for Construction. 3.4.15 Providing services of consultants for other than architectural, civil, structural, mechanical and electrical engineering portions of the Project provided as a part of Basic Services. 3.4.16 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. 3.4.17 Preparing a set of reproducible record drawings in addition to those required by Article 2, showing significant changes in the work made during construction based on marked-up prints, drawings and other data furnished by the Contractor to the Design Professional. 3.4.18 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. Design damage, loss or expense on a comparative basis of fault and responsibility between Design Professional and Owner. It is the express intent of this Article that Design Professional shall not be ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The Owner shall consult with the Design Professional regarding requirements for the Project, including (1) the Owner's objectives, (2) schedule and design constraints and criteria, including space requirements and relationships, flexibility, expendability, special equipment, systems and site requirements, as more speci- fically described in Article 2. 4.2 The Owner shall establish and update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. 4.3 If requested by the Design Professional, the Owner shall furnish evidence that financial arrangements have been made to fulfill the Owner's obligations under this Agreement. 4.4 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the Design Professional in order to avoid unreasonable delay in the orderly and sequential progress of the Design Professional's services. Page 7 DocuSign Envelope ID: 11026BC2-8567-4C9B-886E-3E6CFFEF6C5F 4.5 Where applicable, the Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a project benchmark. 4.6 Where applicable, the Owner shall furnish the services of geotechnical engineers when such services are requested by the Design Professional. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and re- sistivity tests, including necessary operations for anticipating sub-soil conditions, with reports and appropriate professional recommendations. 4.6.1 The Owner shall furnish the services of other consultants when such services are reasonably required by the scope of the Project and are requested by the Design Professional and are not retained by the Design Professional as part of its Basic Services or Additional Services. 4.7 When not a part of the Additional Services, the Owner shall furnish structural, mechanical, chemical, air and water pollution tests, tests of hazardous materials, and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents. 4.8 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services the Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of the Owner. 4.9 The services, information, surveys and reports required by Owner under Sections 4.5 through 4.8 shall be furnished at the Owner's expense, and the Design Professional shall be entitled to rely upon the accuracy and completeness thereof in the absence of any negligence on the part of the Design Professional. 4.10 The Owner shall give prompt written notice to the Design Professional if the Owner becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents. 4.11 Design Professional shall propose language for certificates or certifications to be requested of the Design Professional or Design Professional's consultants and shall submit such to the Owner for review and approval at least fourteen (14) days prior to execution. The Owner agrees not to request certifications that would require knowledge or services beyond the scope of the Agreement. ARTICLE 5 CONSTRUCTION COST 5.1 CONSTRUCTION COST DEFINED 5.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Design Professional. 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Design Professional, plus a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable allowance for con- tingencies shall be included for market conditions at the time of bidding and for changes in the work during construction. 5.1.3 Construction Cost does not include the compensation of the Design Professional and Design Professional's consultants, the costs of the land, rights-of-way, financing or other costs which are the responsibility of the Owner as provided in Article 4. 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost prepared by the Design Professional represent the Design Professional's best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Design Professional nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding or market conditions. Accordingly, the Design Professional cannot and does not warrant or represent that bids or cost proposals will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Design Professional. 5.2.2 No fixed limit of Construction Cost shall be established as a condition of the Agreement by the furnishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties thereto. If such a fixed limit has been established, the Design Professional shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for Construction. 5.2.3 If the Procurement Phase has not commenced within 90 days after the Design Professional submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. ARTICLE 6 OWNERSHIP AND USE OF DOCUMENTS 6.1 The Drawings, Specifications and other documents prepared by the Design Professional for this Project are instruments of the Design Professional's service and shall become the property of the Owner upon termination or completion of the Agreement. The Design Professional is entitled to retain copies of all such documents. Such Owner uses any of the information or materials developed pursuant to the Agreement in another project or for other purposes than are specified in the Agreement, the Design Professional is released from any and all liability relating to their use in that project 6.2 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the Design Professional's reserved rights. Page 8 DocuSign Envelope ID: 11026BC2-8567-4C9B-886E-3E6CFFEF6C5F ARTICLE 7 TERMINATION, SUSPENSION OR ABANDONMENT 7.1 The Design Professional may terminate the Agreement upon not less than thirty days written notice should the Owner fail substantially to perform in accordance with the terms of the Agreement through no fault of the Design Professional. Owner may terminate the Agreement or any phase thereof with or without cause upon thirty (30) days prior written notice to the Design Professional. All work and labor being performed under the Agreement shall cease immediate notice. Before the end of the thirty (30) day period, Design Professional shall invoice the Owner for all work it satisfactorily performed prior to the receipt of such notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, and other data related to the Project shall become property of the Owner upon termination of the Agreement and shall be promptly delivered to the Owner in a reasonably organized form. Should Owner subsequently contract with a new Design Professional for continuation of services on the Project, Design Professional shall cooperate in providing information. 7.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Design Professional shall be compensated for services satisfactorily performed prior to notice of such suspension. When the Project is resumed, the Design Professional's compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption of the Design Professional's services. 7.3 The Agreement may be terminated by the Owner upon not less than seven days written notice to the Design Professional in the event that the Project is permanently abandoned. If the Project is abandoned by the Owner for more than 90 consecutive days, the Design Professional or the Owner may terminate the Agreement by giving written notice. 7.4 Failure of the Owner to make payments to the Design Professional for work satisfactorily completed in accordance with the Agreement shall be considered substantial non- performance and cause for termination. 7.5 If the Owner fails to make payment to Design Professional within thirty (30) days of receipt of a statement for services properly and satisfactorily performed, the Design Professional may, upon seven days written notice to the Owner, suspend performance of services under the Agreement. 7.6 In the event of termination not the fault of the Design Professional, the Design Professional shall be compensated for services properly and satisfactorily performed prior to termination. ARTICLE 8 PAYMENTS TO THE DESIGN PROFESSIONAL 8.1 DIRECT PERSONNEL EXPENSE 8.1.1 Direct Personnel Expense is defined as the direct salaries of the Design Professional's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 8.2 REIMBURSABLE EXPENSES 8.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Design Professional and Design Professional's employees and consultants in the interest of the Project, as identified in the following Clauses. 8.2.1.1 Expense of transportation in connection with the Project; expenses in connection with authorized out-of-town travel; long-distance communications; and fees paid for securing approval of authorities having jurisdiction over the Project. 8.2.1.2 Expense of reproductions (except the reproduction of the sets of documents referenced in Subsection 2.6.19), postage and handling of Drawings, Specifications and other documents. 8.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. 8.2.1.4 Expense of renderings, models and mock-ups requested by the Owner. 8.2.1.5 Expense of computer-aided design and drafting equipment time when used in connection with the Project. 8.2.1.6 Other expenses that are approved in advance in writing by the Owner. 8.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 8.3.1 Payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to services performed within each phase of service, on the basis set forth in Section 2 of the Agreement and the schedule of work. 8.3.2 If and to the extent that the time initially established in the Agreement is exceeded or extended through no fault of the Design Professional, compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Section 2 of the Agreement. 8.3.3 When compensation is based on a percentage of Construction Cost and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Section 2 of the Agreement based on (1) the lowest bona fide bid or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such portions of the Project. 8.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 8.4.1 Payments on account of the Design Professional's Additional Services and for Reimbursable Expenses shall be made monthly within 30 days after the presentation to the Owner of the Design Professional's statement of services rendered or expenses incurred. 8.5 PAYMENTS WITHHELD No deductions shall be made from the Design Professional's compensation on account of penalty, damages or other sums withheld from payments to contractors, or on account of the cost of changes in the work other than those for which the Design Professional is responsible. Page 9 DocuSign Envelope ID: 11026BC2-8567-4C9B-886E-3E6CFFEF6C5F 8.6 DESIGN PROFESSIONAL'S ACCOUNTING RECORDS Design Professional shall make available to Owner or Owner's authorized representative records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense for inspection and copying during regular business hours for three years after the date of the final Certificate of Payment, or until any litigation related to the Project is final, whichever date is later. ARTICLE 9 INDEMNITY 9.1 The Design Professional shall indemnify and save and hold harmless the Owner and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the Owner, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the Design Professional or its officers, shareholders, agents, or employees in the performance of the Agreement. 9.2 Nothing herein shall be construed to create a liability to any person who is not a party to the Agreement, and nothing herein shall waive both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to the Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE 10 INSURANCE During the performance of the Services under the Agreement, Design Professional shall maintain the following insurance with an insurance company licensed or authorized 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: 10.1 Comprehensive General Liability Insurance with bodily injury limits of $1,000,000 for each occurrence and $2,000,000 in the aggregate, and with property damage limits of $100,000 for each occurrence and $250,000 in the aggregate. 10.2 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. 10.3 $100,000 for each accident including occupational disease. 10.4 Professional Liability Insurance with limits of $1,000,000 annual aggregate. 10.5 The Design Professional shall furnish insurance certificates to the Owner evidencing insurance in compliance with this Article 10 at the time of the execution of the Agreement. The General Liability and Automobile Liability insurance pol shall contain a waiver of subrogation in favor of the Owner, and each policy shall contain a provision that such insurance shall not be canceled or modified without thirthe effective date of the change or cancellation, furnish Owner with substitute certificates of insurance meeting the requirements of this Article 10. ARTICLE 11 MISCELLANEOUS PROVISIONS 11.1 The Agreement shall be governed by the laws of the State of Texas. Venue of any suit or cause of action under the Agreement shall lie exclusively in Denton County, Texas. 11.2 The Owner and Design Professional, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. The Design Professional shall not assign its interests in the Agreement without the written consent of the Owner. 11.3 The term Agreement as used herein includes the executed Agreement, the Proposal, these General Conditions and other attachments referenced in Section 3 of the Agreement which together represent the entire and integrated agreement between the Owner and Design Professional and supersedes all prior negotiations, representations or agreements, either written or oral. The Agreement may be amended only by written instrument signed by both Owner and Design Professional. When interpreting the Agreement the executed Agreement, Proposal, these General Conditions and the other attachments referenced in Section 3 of the Agreement shall to the extent that is reasonably possible be read so as to harmonize the provisions. However, should the provisions of these documents be in conflict so that they can not be reasonably harmonized, such documents shall be given priority in the following order: 1. The executed Agreement 2. Attachments referenced in Section 3 of the Agreement other than the Proposal 3. These General Provisions 4. The Proposal 11.4 Nothing contained in the Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Design Professional. 11.5 Upon receipt of prior written approval of Owner, the Design Professional shall have the right to include representations of the design of the Project, including photographs of the extels shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Design Professional in writing of the specific information considered by the Owner to be confi- dential or proprietary. The Owner shall provide professional credit for the Design Professional on the construction sign and in the promotional materials for the Project. 11.6 Approval by the Owner shall not constitute, nor be deemed a release of the responsibility and liability of the Design Professional, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the Owner for any defect in the design or other work prepared by the Design Professional, its employees, subcontractors, agents, and consultants. Page 10 DocuSign Envelope ID: 11026BC2-8567-4C9B-886E-3E6CFFEF6C5F 11.7 All notices, communications, and reports required or permitted under the Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below signature block on the Agreement, certified mail, return receipt requested, unless otherwise specified herein. All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days after mailing. 11.8 If any provision of the Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of the Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform the Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. 11.9 The Design Professional 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 during the term of this Agreement. 11.10 In performing the Services required hereunder, the Design Professional shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. 11.11 The captions of the Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of the Agreement. Page 11 DocuSign Envelope ID: 11026BC2-8567-4C9B-886E-3E6CFFEF6C5F EXHIBIT 2 POWER ENGINEERS, INC. 3940 GLENBROOK DRIVE PO BOX 1066 HAILEY, ID 83333 USA PHONE 208-788-3456 FAX 208-788-2082 September 18, 2018 Mr. Chuck Sears Transmission Engineering Manager Denton Municipal Electric 1671 Spencer Road Denton, TX 76205 Subject: POWER Engineering Services Proposal Dear Mr. Sears: Thank you for the opportunity to provide a proposal for completing the ongoing required design efforts on existing projects on the DME system. In addition, at the bottom of the list we have included three additional services that we offer, that DME has traditionally kept an active contract for in case of emergency to minimize response time. Over the last few years the DME-POWER team has completed many projects efficiently and successfully under the contract between POWER Engineers, Inc. and Denton Municipal Electric, thth dated the 12 of February, 2013 and under Amendment #1 and #2 that was signed on the 19 of th November, 2013 and the 6 of October, 2017. We propose amending the contract to allow POWER to continue providing overhead and underground line structural and electrical design, procurement and construction monitoring for electric transmission lines, testing and commissioning work, NERC compliance support, and other required engineering services as required to provide a safe and functional system. The amendment is based on the following projects that have been identified as requiring external support: Item # Description Current % Estimated CompleteCost to Complete 1 138kV Transmission Underground Design and 35% $235,000 Support for Hickory & Eagle Substations Complete Detailed Engineering, Material Engineering, and all Material and Construction Bid Packages Materials Bid Procurement Support Construction Bid Procurement Support Construction Engineering Support As-Built Submittal Project Close-Out Documentation 2 Denton North - Arco 138kV Transmission Line 90% $19,800 Reconstruction (final record documentation and NERC verification) As-Built Submittal Project Close-Out Documentation HLY-11-134601.017.002 DME PROPOSAL (9/18/18)-NH DocuSign Envelope ID: 11026BC2-8567-4C9B-886E-3E6CFFEF6C5F Denton Municipal Electric September 18, 2018 3 Jim Christal Substation 138kV transmission Tie-in 80% $39,800 (final record drawing documentation and NERC construction verification and design for transmission line changes needed for retirement of the old Jim Christal Substation) Engineering Support for Old Jim Christal SS Retirement As-Built Submittal Project Close-Out Documentation 4 Masch Branch 138kV Transmission Tie-in 85% $24,500 Construction Bid Support Construction Engineering Support As-Built Submittal Project Close-Out Documentation 5 New Locust Substation Commissioning 80% $41,500 Operational-Commissioning Review Protection and Control Testing Transformer Testing HV Circuit Breaker Testing 6 Denton West Commissioning for Breaker 5% $105,000 Replacements, Relay Panel Replacements, and Relay Panel Additions Operational-Commissioning Review Protection and Control Testing HV Circuit Breaker Testing 7 Cooper Creek to Arco Transmission Line Design and 30% $131,000 Project Support Complete Detailed Engineering, Material Engineering, and all Material and Construction Bid Packages Materials Bid Procurement Support Construction Bid Procurement Support Construction Engineering Support As-Built Submittal Project Close-Out Documentation 8 North Lakes Substation Retirement of the 60% $42,500 Autotransformer and Commissioning of one New 138kV Transmission Line Panel Operational-Commissioning Review Protection and Control Testing Transformer Testing HV Circuit Breaker Testing HLY-11-134601.017.002 DME PROPOSAL (9/18/18)-NHPAGE 2 OF 4 DocuSign Envelope ID: 11026BC2-8567-4C9B-886E-3E6CFFEF6C5F Denton Municipal Electric September 18, 2018 9 RD Wells Interchange Commissioning for 60% $42,500 Transformer #4, Switchgear Building #4, new 138kV Transmission Line Terminal, and Disabling Bus Differential Relays in R430's Relay Panel that must be Removed from Service (being replaced by other relay equipment) Operational-Commissioning Review Protection and Control Testing 10 Provide Engineering Support for Resolution of Pole 30% $15,000 Erosion Problem between Denton West and Jim Christal Engineering Support As-Built Submittal Project Close-Out Documentation 11 NERC Periodic Relay Testing for Transmission 0% $40,000 Substations (two stations scheduled for Fall 2018) Protective Relays Instrument Transformer Control Circuitry Communication Systems Transformer Fault Pressure Relays Station DC Supply 12 General Engineering Support and Consultation (in the 0% $20,000 event of unforeseen items, design support for TMPA transmission lines, or changes in scope to the above projects) 13 Contingency for Urgent or Emergency Support for 0% $20,000 Relay and Control Issues Provide emergency services to assist DME with protection and control related issues and substation apparatus equipment. The services are to include but are not limited to: o Protective relays o Communication processors o Powerline carrier o Protection and control wiring o Batteries o Transformers o Breakers o Motor operated air switches The total estimated budget for the above listed 13 projects is $776,600. Also included is our new 2018 rate sheet that this work will be executed under. HLY-11-134601.017.002 DME PROPOSAL (9/18/18)-NHPAGE 3 OF 4 DocuSign Envelope ID: 11026BC2-8567-4C9B-886E-3E6CFFEF6C5F Denton Municipal Electric September 18, 2018 I look forward to your review of our proposal. If you have any questions, please contact me at 208-788-0582 or at holger.peller@powereng.com. Thank you once again for this opportunity to serve DME. Sincerely, Holger Peller Sr. Project Manager cc: File Dave Mansfield (PWR-KC) Greg Gideon (PWR-FTW) Hugo Bonjour (PWR-HOU) Dennis Johnson (PWR-KC) HLY-11-134601.017.002 DME PROPOSAL (9/18/18)-NHPAGE 4 OF 4 DocuSign Envelope ID: 11026BC2-8567-4C9B-886E-3E6CFFEF6C5F POWER Proposal_September 18, 2018 Testing Activity Detail #®³¤³² ITEM 5 .......................................................................................................................................................... 2 ITEM 6 .......................................................................................................................................................... 3 ITEM 8 .......................................................................................................................................................... 4 ITEM 9 .......................................................................................................................................................... 5 ITEM 11 ........................................................................................................................................................ 6 ITEM 13 ........................................................................................................................................................ 7 DocuSign Envelope ID: 11026BC2-8567-4C9B-886E-3E6CFFEF6C5F POWER Proposal_September 18, 2018 Testing Activity Detail 5 New Locust Substation Commissioning 80% $41,500 )4%-Δ Services to Include: Operational-Commissioning Review: o Review schematic diagrams o Review protection and control schemes o Review relay settings pertaining to new and existing DME substations o Provide a list of identified issues to DME Protection and Control Testing o Perform protection and control and equipment testing based on NETA and/or client standards o Perform control wiring/cable terminations and correct wiring errors o Test voltage and current instrument transformers o Perform secondary voltage and current injection from field devices including new distribution switchgear buildings o Perform acceptance testing and functional testing of protective relays o Functionally test control circuitry to verify protection and control schemes operate as designed o Verify all control wiring is correct per the design and associated drawings o Perform communication aided tripping tests of protective relays at local and remote ends to include but not limited too; differential relays, POTT and DCB schemes, breaker failure and transfer tripping o Install firmware upgrades on protection and control devices including communication equipment Install protective relay settings o Perform acceptance testing of each new protective relay using RTS relay testing software o Work with DME substation personnel to develop switching plans to place new equipment into service o Take load measurements on equipment placed into service o Compile detailed records and test reports to satisfy NERC requirements and provide to DME Transformer Testing o Test transformers based on standards as required by DME HV Circuit Breaker Testing o Test circuit breakers based on standards as required by DME DocuSign Envelope ID: 11026BC2-8567-4C9B-886E-3E6CFFEF6C5F POWER Proposal_September 18, 2018 Testing Activity Detail 6 Denton West Commissioning for Breaker Replacements, 5% $105,000 Relay Panel Replacements, and Relay Panel Additions )4%-Ε Services to Include: Operational-Commissioning Review: o Review schematic diagrams o Review protection and control schemes o Review relay settings pertaining to new and existing DME substations o Provide a list of identified issues to DME Protection and Control: o Perform protection and control and equipment testing based on NETA and/or client standards o Identify and work with DME to correct control wiring errors o Test voltage and current instrument transformers o Perform secondary voltage and current injection from field devices o Perform maintenance testing and functional testing of protective relays o Functionally test control circuitry to verify protection and control schemes are operating correctly o Verify all control wiring is correct per the design and associated drawings o Perform acceptance testing and adjustments of powerline carrier devices such as line tuners and line traps o Perform communication aided tripping tests of protective relays at local and remote ends to include but not limited too; differential relays, POTT and DCB schemes, breaker failure and transfer tripping o Replace protection and control devices as needed o Install firmware upgrades on protection and control devices including communication equipment Install protective relay settings o Perform acceptance testing of each new protective relay using RTS relay testing software o Work with DME substation personnel to develop switching plans to place new and/or replacement equipment into service o Take load measurements on equipment placed into service o Compile detailed records and test reports to satisfy NERC requirements and provide to DME HV Circuit Breaker Testing: o Test circuit breakers based on standards as required by DME DocuSign Envelope ID: 11026BC2-8567-4C9B-886E-3E6CFFEF6C5F POWER Proposal_September 18, 2018 Testing Activity Detail 8 North Lakes Substation Retirement of the Autotransformer 60% $42,500 and Commissioning of one New 138kV Transmission Line Panel )4%-Η Services to Include: Operational-Commissioning Review: o Review schematic diagrams o Review protection and control schemes o Review relay settings pertaining to new and existing DME substations o Provide a list of identified issues to DME Protection and Control Testing: o Perform protection and control and equipment testing based on NETA and/or client standards o Identify and work with DME to correct control wiring errors o Test voltage and current instrument transformers o Perform secondary voltage and current injection from field devices o Perform maintenance testing and functional testing of protective relays o Functionally test control circuitry to verify protection and control schemes are operating correctly o Verify all control wiring is correct per the design and associated drawings o Perform acceptance testing and adjustments of powerline carrier devices such as line tuners and line traps o Perform communication aided tripping tests of protective relays at local and remote ends to include but not limited too; differential relays, POTT and DCB schemes, breaker failure and transfer tripping o Install firmware upgrades on protection and control devices including communication equipment Install protective relay settings o Perform acceptance testing of each new protective relay using RTS relay testing software o Work with DME substation personnel to develop switching plans to place new and/or replacement equipment into service o Take load measurements on equipment placed into service o Compile detailed records and test reports to satisfy NERC requirements and provide to DME Transformer Testing o Test transformers based on standards as required by DME HV Circuit Breaker Testing o Test circuit breakers based on standards as required by DME DocuSign Envelope ID: 11026BC2-8567-4C9B-886E-3E6CFFEF6C5F POWER Proposal_September 18, 2018 Testing Activity Detail 9 RD Wells Interchange Commissioning for Transformer #4, 60% $42,500 Switchgear Building #4, new 138kV Transmission Line Terminal, and Disabling Bus Differential Relays in R430's Relay Panel that must be Removed from Service (being replaced by other relay equipment) )4%-Θ Services to Include: Operational-Commissioning Review: o Review schematic diagrams o Review protection and control schemes o Review relay settings pertaining to new and existing DME substations o Provide a list of identified issues to DME Protection and Control: o Perform protection and control and equipment testing based on NETA and/or client standards o Identify and work with DME to correct control wiring errors o Test voltage and current instrument transformers o Perform secondary voltage and current injection from field devices o Perform maintenance testing and functional testing of protective relays o Functionally test control circuitry to verify protection and control schemes are operating correctly o Verify all control wiring is correct per the design and associated drawings o Perform acceptance testing and adjustments of powerline carrier devices such as line tuners and line traps o Perform communication aided tripping tests of protective relays at local and remote ends to include but not limited too; differential relays, POTT and DCB schemes, breaker failure and transfer tripping o Replace protection and control devices as needed o Install firmware upgrades on protection and control devices including communication equipment Install protective relay settings o Perform acceptance testing of each new protective relay using RTS relay testing software o Work with DME substation personnel to develop switching plans to place new and/or replacement equipment into service o Take load measurements on equipment placed into service o Compile detailed records and test reports to satisfy NERC requirements and provide to DME DocuSign Envelope ID: 11026BC2-8567-4C9B-886E-3E6CFFEF6C5F POWER Proposal_September 18, 2018 Testing Activity Detail 11 NERC Periodic Relay Testing for Transmission 0% $40,000 Substations (two stations scheduled for Fall 2018) )4%-ΐΐ Services to include performing protection and control testing per NERC PRC-005-6 requirements: Protective Relays: Test protective relays that use current and/or voltage inputs from current & voltage sensors and that trip the 86 (lockout relay), 94 (auxiliary relay), or trip coil. Instrument Transformers: Verify voltage and current sensing devices to the protective relay input Control Circuity: Verify all control wiring (or other medium for conveying trip signals) associated with the tripping action of 86 (lockout relay) devices, 94 (auxiliary relays) devices or trip coils (from all parallel trip paths). This would include fiber-optic systems that carry a trip signal as well as hard-wired systems that carry trip current. Communication Systems: Verify all communication systems necessary for the correct operation of protective functions. This includes tele-protection equipment used to convey specific information, in the form of analog or digital signals, necessary for the correct operation of protective functions. Transformer Fault Pressure Relays: Mechanical relay(s) or device that detects rapid changes in gas pressure, oil pressure, or oil flow that are indicative of faults within liquid-filled, wire-wound equipment. Station DC Supply (station batteries): Battery testing is performed by DME substation personnel. 13 Contingency for Urgent or Emergency Support for Relay 0% $20,000 and Control Issues DocuSign Envelope ID: 11026BC2-8567-4C9B-886E-3E6CFFEF6C5F POWER Proposal_September 18, 2018 Testing Activity Detail )4%-ΐΒ Provide emergency services to assist DME with protection and control related issues and substation apparatus equipment. The services are to include but are not limited to: o Protective relays o Communication processors o Powerline carrier o Protection and control wiring o Batteries o Transformers o Breakers o Motor operated air switches DocuSign Envelope ID: 11026BC2-8567-4C9B-886E-3E6CFFEF6C5F EXHIBIT 3 POWER ENGINEERS INC. SCHEDULE OF CHARGES – 2018 DENTON MUNICIPAL ELECTRIC This standard Schedule of Charges is for professional services. Unless agreed otherwise, charges for work on continuing projects will be based on the then current Schedule of Charges. A new Schedule of Charges will be issued to be effective January 1 of each new year and as necessary on an intermediatebasis to accommodate new items or revised charges. Invoices will be submitted monthly and/or upon completion of the work and willbe due and payable when issued. All accounts not paid within thirty (30) days after Owner's receipt of the invoice will bear a SERVICE CHARGE OF 1.0% PER MONTH for each month the invoice is unpaid. GRADEPERSONNEL CLASSIFICATION 13,14,15President....................................................................................................................................$214.00/hr. Executive Vice President Senior Project Manager IV 12Project Manager Director............................................................................................................$214.00/hr. Senior Project Manager III 11Senior Project Manager II...........................................................................................................$199.00/hr. 10Senior Project Manager I............................................................................................................$199.00/hr. 9Project Manager III.....................................................................................................................$192.00/hr. Construction Manager III Senior Project Engineer II Project Lead IV Sr. Environmental Planner II 8Project Manager II......................................................................................................................$171.00/hr. Constuction Manager II Senior Project Engineer I Engineer V Project Engineer III Project Lead III Sr. Environmental Planner I Environmental Specialist V 7Project Manager I.......................................................................................................................$148.00/hr. Construction Manager I Project Engineer II Engineer IV Designer V Project Lead II Environmental Specialist IV Procurement Specialist IV Project Administrator III Scheduling Specialist IV Sr. GIS Analyst I Sr. Biologist I Environmental Planner III Sr. Cultural Resource Specialist I 6Project Engineer I.......................................................................................................................$138.00/hr. Engineer III Designer IV Environmental Specialist III Procurement Specialist III Scheduling Specialist III Project Administrator II Project Lead I GIS Analyst III Technical Writer V Field Representative VI Technician V Cultural Resource Specialist III Consultant II Environmental Planner II Biologist III DocuSign Envelope ID: 11026BC2-8567-4C9B-886E-3E6CFFEF6C5F Page 2 5Engineer II..................................................................................................................................$127.00/hr. Designer III Technician IV Environmental Specialist II Procurement Specialist II Scheduling Specialist II Programmer III Project Administrator I Technical Writer IV Field Representative V Visual Resource Specialist II Systems Analyst I GIS Analyst II Environmental Planner I Biologist II Cultural Resource Specialist II 4Engineer I...................................................................................................................................$116.00/hr. Designer II Technician III Environmental Specialist I Procurement Specialist I Field Representative IV Scheduling Specialist I Programmer II Project Managers Assistant III Technical Writer III Administrative Assistant II Office Administrator II GIS Analyst I Biologist I 3Designer I...................................................................................................................................$100.00/hr. Drafter III Technician II Administrative Assistant I Field Representative III Staff Assistant II Programmer I Project Managers Assistant II Technical Writer II 2DrafterII.......................................................................................................................................$84.00/hr. Staff Assistant I Field Representative II Project Managers Assistant I Technical Writer I Technician I Internship II GIS Technician I 1Drafter I.........................................................................................................................................$67.00hr. General Office Assistant Field Representative I Internship I Personnel with specialized experience are employed by or on retainer to POWER. Charges for these specialists are negotiated on an individual basis depending on the assignment. Professional time for depositions and testimony is charged at 1.5 times the rate for services; full-day minimums apply. Denton Municipal Electric2018 Fees (6/19/18) gc DocuSign Envelope ID: 11026BC2-8567-4C9B-886E-3E6CFFEF6C5F Page 3 This standard Schedule of Charges is for professional services. Unless agreed otherwise, charges for work on continuing projects will be based on the then current Schedule of Charges. A new Schedule of Charges will be issued to be effective January 1 of each new year and as necessary on an intermediate basis to accommodate new items or revised charges. Invoices will be submitted monthly and/or upon completion of the workand will be due and payable when issued. All accounts not paid within thirty (30) days after Owner's receipt of the invoice will bear a SERVICE CHARGE OF 1.0% PER MONTH for each month the invoice is unpaid. SPECIAL APPLICATION SOFTWAREREPRODUCTION Level I Software *$10.00/hr. Drawings –Black & White Level II Software **$20.00/hr. Large Scale Drawings (C Size)$1.90/ea. Level III Software ***$35.00/hr. Large Scale Drawings (D Size)$3.30/ea. Level IV Software ****$40.00/hr. Large Scale Drawings (E Size)$5.50/ea. * Level I Software includes, among others: CPM, Traverse PC, Drawings –Color Structural Design, Foundation Design, HVAC Design, Conveyor Large Scale Drawings (C Size)$6.00/ea. Design, Rockwell RSView & RSLogix, Subnet Solutions Large Scale Drawings (D Size)$10.90/ea. Substation Server.net, Subnet Solutions Substation Explorer, Large Scale Drawings (E Size)$17.50/ea. and Wonderware. Documents –Black & White ** Level II Software includes, among others: ArcPro, ASPEN Single-sided Copies8 x 11 $0.05/ea.11 x 17 $0.15/ea. OneLiner, ESA Easy Power, Milsoft Windmil, OSI ETAP, Double-sided Copies8 x 11 $0.10/ea. Pathloss V5, SKM PTW, SynerGee DPA/G (Distribution Primary Analysis/Graphics), Smart Plant P&ID, Smart Plant Documents –Color Instrumentation, SIMFLEXS, DPAG, PTW, Harmflo, Matlab, Single-sided Copies8 x 11 $0.50/ea. 11 x 17 $1.00/ea. PLS-CADD, TL-CADD, AutoCAD, MicroStation, Drafting Double-sided Copies8 x 11 $1.00/ea. Station w/software, and specialized estimating programs. Spiral Comb $2.65/ea. 3 Ring BinderDependent on size ***Level III Software includes, among others: CDEGS Special Copy Center Projects (Labor)$30.00/hr. (RESAP/MALZ), GE PSLF, PSCAD (PSCAD/EMTDC), PTI PSS/E, WinIGS, Smart Plant 3D, PDS, Rebis, GIS SURVEY EQUIPMENT Workstation, and Engineering Workstation. ****Level IV Software includes, among others: CDEGS,Survey Equip. to supportfield crew$70.00/day CDEGS (HiFREQ), COMSOL Multiphysics, Sigma SLP, STRIGPS Equipment 2 Units$60.00/hour $350.00/day Line Performance Software, and Animation.GPS Equipment 3 Units$80.00/hour $450.00/day Otherexpenses such asrental equipment, photography, transportation, rental vehicles, shipping, outside computer services, lodging, meals, other reproduction, express mail, courier/delivery service, special supplies, are charged at cost plus a carrying and handling charge of 10%. Communication Charge -including but not limited to long distance telephone and fax, charged at 1% of labor billing charges. Denton Municipal Electric2018 Fees (6/19/18) gc DocuSign Envelope ID: 11026BC2-8567-4C9B-886E-3E6CFFEF6C5F Exhibit House Bill 89 - Government Code 2270 VERIFICATION I, _______________________________________________, the undersigned representative of ______________________________Company or Business name (hereafter referred to as company), being an adult over the age of eighteen (18) years of age, verify that the company named-above, under the provisions of Subtitle F, Title 10, Government Code Chapter 2270: 1. Does not boycott Israel currently; and 2. Will not boycott Israel during the term of the contract the above-named Company, business or individual with City of Denton. Pursuant to Section 2270.001, Texas Government Code: 1. with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes; and 2. -profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of those entities or business associations that exist to make a profit. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: 11026BC2-8567-4C9B-886E-3E6CFFEF6C5F Exhibit Senate Bill 252 -Government Code 2252 CERTIFICATION I, ______________________________________________, the undersigned representative of ________________________________________________ (Company or business name) being an adult over the age of eighteen (18) years of age, pursuant to Texas Government Code, Chapter 2252, Section 2252.152 and Section 2252.153, certify that the company named above is not listed on the website of the Comptroller of the State of Texas concerning the listing of companies that are identified under Section 806.051, Section 807.051 or Section 2253.153. I further certify that should the above-named company enter into a contract that is on said listing of companies on the website of the Comptroller of the State of Texas which do business with Iran, Sudan or any Foreign Terrorist Management Department. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date Certificate Of Completion Envelope Id: 11026BC285674C9B886E3E6CFFEF6C5FStatus: Completed Subject: City Council Docusign Item - 6861 DME Constr. Eng. Svcs. Source Envelope: Document Pages: 28Signatures: 7Envelope Originator: Certificate Pages: 6Initials: 0Cindy Alonzo AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-08:00) Pacific Time (US & Canada)Cynthia.Alonzo@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: OriginalHolder: Cindy AlonzoLocation: DocuSign 9/19/2018 1:12:46 PM Cynthia.Alonzo@cityofdenton.com Signer EventsSignatureTimestamp Cindy AlonzoSent: 9/19/2018 1:22:00 PM Completed cynthia.alonzo@cityofdenton.comViewed: 9/19/2018 1:22:32 PM Senior BuyerSigned: 9/19/2018 1:25:47 PM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack ReinwandSent: 9/19/2018 1:25:49 PM mack.reinwand@cityofdenton.comViewed: 9/19/2018 1:26:22 PM City of DentonSigned: 9/19/2018 1:38:14 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Not Offered via DocuSign Holger PellerSent: 9/19/2018 1:38:17 PM holger.peller@powereng.comViewed: 9/19/2018 2:07:04 PM POWER Engineers IncorporatedSigned: 9/19/2018 2:10:00 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 209.141.115.2 Electronic Record and Signature Disclosure: Accepted: 9/19/2018 2:07:03 PM ID: fef48387-0ba5-422e-8424-f315f889e038 George MorrowSent: 9/19/2018 2:10:03 PM George.Morrow@cityofdenton.comResent: 9/20/2018 7:19:04 AM DME General ManagerViewed: 9/20/2018 7:19:23 AM Security Level: Email, Account Authentication Signed: 9/20/2018 7:19:55 AM Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Accepted: 9/20/2018 7:19:23 AM ID: 64e3135c-7b3e-496a-8405-e533fa215187 Signer EventsSignatureTimestamp Tabitha MillsopSent: 9/20/2018 7:19:58 AM Completed tabitha.millsop@cityofdenton.comViewed: 10/12/2018 6:26:55 AM City of DentonSigned: 10/12/2018 6:28:50 AM Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd HilemanSent: 10/12/2018 6:28:53 AM todd.hileman@cityofdenton.comViewed: 10/12/2018 7:17:47 AM City ManagerSigned: 10/12/2018 7:17:58 AM City of Denton Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 174.206.0.205 (None) Signed using mobile Electronic Record and Signature Disclosure: Accepted: 7/25/2017 9:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Jennifer WaltersSent: 10/12/2018 7:18:00 AM jennifer.walters@cityofdenton.comViewed: 10/12/2018 12:46:35 PM City SecretarySigned: 10/12/2018 12:47:24 PM City of Denton Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 129.120.6.150 (None) 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 Sherri ThurmanSent: 9/19/2018 1:25:49 PM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane RichardsonSent: 10/12/2018 6:28:52 AM jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy EventsStatusTimestamp Jennifer BridgesSent: 10/12/2018 12:47:27 PM jennifer.bridges@cityofdenton.com Procurement Assistant City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane RichardsonSent: 10/12/2018 12:47:28 PM jane.richardson@cityofdenton.comViewed: 10/16/2018 11:28:09 AM Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Chuck SearsSent: 10/12/2018 12:47:29 PM Chuck.Sears@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted10/12/2018 12:47:29 PM Certified DeliveredSecurity Checked10/12/2018 12:47:29 PM Signing CompleteSecurity Checked10/12/2018 12:47:29 PM CompletedSecurity Checked10/12/2018 12:47:29 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. 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