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22-2473ORDINANCE NO. 22-2473 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION. AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONALSERVICES AGREEMENT WITH BLACK AND VEATCH CORPORATION, TO PROVIDEDETAILED DESIGN, ENGINEERING, AND PROJECT MANAGEMENT FOR THE DENTON ENERGY CENTER (DEC) WINTERIZATION; PROVIDING FOR THE EXPENDITURE OFFUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ 7804-o07 –PROFESSIONAL SERVICES AGREEMENT FOR PROFESSIONAL SERVICES AWARDED TOBLACK AND VEATCH CORPORATION, IN THE NOT-TO-EXCEED AMOUNT OF $257,000.00). WHEREAS, on December 14, 2021, the City Council approved a pre-qualified professional services list of professional engineering services for Denton Municipal Electric (Ordinance 21- 2687), and the professional services provider (the “Provider”) mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, this procurement was undertaken as part of the City’s governmental function; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with, and not higher than, the recommended practices and fees published by the professional associations applicable to the Provider’s profession, and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or their designee, is hereby authorized to enter into an agreement with Black and Veatch Corporation, to provide professional engineering services for the City of Denton, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager, or their designee, is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. 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. s e c o n d =rIE==rRP a= = {PEiT c e xv a s r][+1 : #hT o rd in !!tand approve # the following vote k - ILl :Aye Nay Abstain Absent Mayor Gerard Hudspeth:Vicki Byrd, District 1 : Brian Beck. District 2: \/ L/ k JC y‘ Jd Jesse Davis. District 3 : VACANT. District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: PASSED AND APPROVED thi, th, \n d,y ,f Ch(RATher _, 2022. N ATTEST : ROSA RIOS, CITY SECRETARY b\\51111111/1 r/?;z> J APPROVED AS TO LEGAL FORM:MACK REINWAND, CITY ATTORNEY Digitally signed byMarcella Lunn DN: cn=Marcella Lunn. o, A ofdenton.com, c=USDate: 2022.1 1.28 10:07:17 -06'OO' JXAVb = X==1:r:eTITFuT;l'l@,ityBY: –\XPMtLUJI DocuSign Envelope ID: IBOCCDOO-B2554256-A485-56B5AFB7F5E3 DENTON Docusign City Council Transmittal Coversheet 7804-007PSA File Name DEC WINTERIZATION P„,h„i,g C,,t„t c 'Y;t’1 w';tb'"k City Co,n,iI T„g,t D,te ' =c="'=- 13’ 2022 Piggy Back Option Contract Expiration Ordinance Not Appllcab1 e N/A 22-2473 DocuSign Envelope ID: IBOCCD00-B2554256-A485-56B5AFB7F5E3 CITY OF DENTON, TEXAS STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONALSERVICES This AGREEMENT is between the City of Denton, a Texas home-rule municipality ("CITY"), and BLACK & VEATCH CORPORATION, with its corporate office at 11401Lamar Avenue, Overland Park. KS 66021 and authorized to do business in Texas. ("ENGINEER"), for a PROJECT generally described as: DEC Winterization (the"PROJECT"). SECTION 1 Scope of Services A. The CITY hereby agrees to retain the ENGINEER, and the ENGINEER hereby agreesto perform, professional engineering services set forth in the Scope of Servicesattached hereto as Attachment A. These services shall be performed in connectionwith the PROJECT. B.Additional services, if any, will be requested in writing by the CITY. CITY shall not pay for any work performed by ENGINEER or its consultants, subcontractors and/or suppliers that has not been ordered in advance and in writing. It is specifically agreed that ENGINEER shall not be compensated for any additional work resultingfrom oral orders of any person. SECTION 2 Compensation and Term of Agreement A.The ENGINEER shall be compensated for all services provided pursuant to thisAGREEMENT in an amount not to exceed $257,000 in the manner and in accordance with the fee schedule as set forth in Attachment A. Payment shall be considered fullcompensation for all labor, materials, supplies, and equipment necessary tocomplete the services described in Attachment A. B. Unless otherwise terminated pursuant to Section 6. D. herein, this AGREEMENT shall be for a term beginning upon the effective date, as described below, and shall continuefor a period which may reasonably be required for the completion of the PROJECT, until the expiration of the funds, or completion of the PROJECT and acceptance by the CITY, whichever occurs first. ENGINEER shall proceed diligently with the PROJECT tocompletion as described in the PROJECT schedule as set forth in Attachment A. SECTION 3 Terms of Payment Payments to the ENGINEER will be made as follows: City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 1 of 19 DocuSign Envelope ID: IBOCCD00-B255-+256-A485-56B5AFB7F5E3 A. Invoice and Payment(1) The Engineer shall provide the City sufficient documentation, including but notlimited to meeting the requirements set forth in the PROJECT schedule as set forth in Attachment A to reasonably substantiate the invoices. (2) The ENGINEER will issue monthly invoices for all work performed under this AGREEMENT. Invoices for the uncontested performance of the particularservices are due and payable within 30 days of receipt by City. (3) Upon completion of services enumerated in Section 1, the final payment of anybalance for the uncontested performance of the services will be due within 30 days of receipt of the final invoice. (4) in the event of a disputed or contested billing, only that portion so contested willbe withheld from payment, and the undisputed portion will be paid. The CITYwill exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until mutually resolved. (5) if the CITY fails to make payment in full to ENGINEER for billings contested ingood faith within 60 days of the amount due, the ENGINEER may, after giving 7days' written notice to CITY, suspend services under this AGREEMENT untilpaid in full. In the event of suspension of services, the ENGINEER shall haveno liability to CITY for delays or damages caused the CITY because of such suspension of services. SECTION 4 Obligations of the Engineer A. General The ENGINEER will serve as the CITY’s professional engineering representative underthis AGREEMENT, providing professional engineering consultation and advice andfurnishing customary services incidental thereto. B. Standard of Care The ENGINEER shall perform its services: (1) with the professional skill and care ordinarily provided by competent engineers practicing in the same or similar locality and under the same or similarcircumstances and professional license; and (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer.I City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 2 of 1 9 DocuSign Envelope ID: IBOCCD00-B255J1256-A485-56B5AFB7F5E3 If during the one year period following completion of construction of the ENGINEER’sdesigned systems and operation of the improvements ("Warranty Period"), it is shownthere is an error in the services caused solely by ENGINEER's failure to meet suchstandards and CITY has notified ENGINEER in writing of any such error within that period,ENGINEER shall re- perform, at no additional cost to CITY, such services within the original scope of services as may be necessary to remedy such error. The obligations and representations contained in this section are ENGINEER's solewarranty and guarantee obligations and CITYs exclusive remedy in respect of quality ofthe services. EXCEPT AS PROVIDED IN THIS ARTICLE, ENGINEER MAKES NO OTHER WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, RELATING TOENGINEER’S SERVICES AND CONSULTANT DISCLAIMS ANY IMPLIEDWARRANTIES OR WARRANTIES IMPOSED BY LAW INCLUDING WARRANTIES OFMERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.I C. Subsurface Investigations (1) The ENGINEER shall advise the CITY with regard to the necessity forsubcontract work such as special surveys, tests, test borings, or other subsurface investigations in connection with design and engineering work to beperformed hereunder. The ENGINEER shall also advise the CITY concerning the results of same. Such surveys, tests, and investigations shall be furnishedby the CITY, unless otherwise specified in Attachment A. (2) in soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points andsample intervals and at locations other than where observations, exploration,and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions mayoccur that could affect the total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of theENGINEER. D. Preparation of Engineering Drawings The ENGINEER will provide to the CITY the original drawings of all plans in ink onreproducible mylar sheets and electronic files in .pdf format, or as otherwise approved by CITY, which shall become the property of the CITY. CITY may use such drawings in anymanner it desires; provided, however, that the ENGINEER shall not be liable for the use of such drawings for any project other than the PROJECT described herein. E. Engineer's Personnel at Construction Site (1) The presence or duties of the ENGINEER's personnel at a construction site,whether as on-site representatives or otherwise, do not make the ENGINEER or City of Denton. TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 3 of 19 DocuSign Envelope ID: IBOCCDOO-B2554256-A485-56B5AFB7F5E3 its personnel in any way responsible for those duties that belong to the CITYand/or the CITY's construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means,techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with theAGREEMENT Documents and any health or safety precautions required bysuch construction work. The ENGINEER and its personnel have no authority toexercise any control over any construction contractor or other entity or theiremployees in connection with their work or any health or safety precautions. (2) Except to the extent of specific site visits expressly detailed and set forth inAttachment A, the ENGINEER or its personnel shall have no obligation or responsibility to visit the construction site to become familiar with the progressor quality of the completed work on the PROJECT or to determine, in general, ifthe work on the PROJECT is being performed in a manner indicating that the PROJECT, when completed, will be in accordance with the AGREEMENTDocuments, nor shall anything in the AGREEMENT Documents or this AGREEMENT between CITY and ENGINEER be construed as requiringENGINEER to make exhaustive or continuous on-site inspections to discover latent defects in the work or otherwise check the quality or quantity of the workon the PROJECT. If the ENGINEER makes on-site observation(s) of adeviation from the AGREEMENT Documents, the ENGINEER shall inform theCITY (3) When professional certification of performance or characteristics of materials, systems or equipment is reasonably required to perform the services set forth inthe Scope of Services, the ENGINEER shall be entitled to rely upon suchcertification to establish materials, systems or equipment and performance criteria to be required in the AGREEMENT Documents. F. Opinions of Probable Cost, Financial Considerations, and Schedules (1 ) The ENGINEER shall provide opinions of probable costs based on the current available information at the time of preparation, in accordance withAttachment A. (2) in providing opinions of cost, financial analyses, economic feasibility projections,and schedules for the PROJECT, the ENGINEER has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitivebidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimatePROJECT cost or schedule. Therefore, the ENGINEER makes no warranty that the CITY's actual PROJECT costs, financial aspects, economic feasibility, City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 4 of 1 9 DocuSign Envelope ID: IBOCCD00-B2554256-A485-56B5AFB7F5E3 or schedules will not vary from the ENGINEER's opinions, analyses, projections,or estimates. G. Construction Progress Payments Recommendations by the ENGINEER to the CITY for periodic construction progress payments to the construction contractor will be based on the ENGINEER's knowledge,information, and belief from selective sampling and observation that the work hasprogressed to the point indicated. Such recommendations do not represent thatcontinuous or detailed examinations have been made by the ENGINEER to ascertain that the construction contractor has completed the work in exact accordance with the AGREEMENT Documents; that the final work will be acceptable in all respects; that theENGINEER has made an examination to ascertain how or for what purpose the construction contractor has used the moneys paid; that title to any of the work, materials,or equipment has passed to the CITY free and clear of liens, claims, security interests, orencumbrances; or that there are not other matters at issue between the CITY and the construction contractor that affect the amount that should be paid . H. Record Drawings Record drawings, if required, will be prepared, in part, on the basis of information compiledand furnished by others, and may not always represent the exact location, type of variouscomponents, or exact manner in which the PROJECT was finally constructed. TheENGINEER is not responsible for any errors or omissions in the information from others that is incorporated into the record drawings. I. Right to Audit (1) ENGINEER agrees that the CITY shall, until the expiration of five (5) years afterfinal payment under this AGREEMENT, have access to and the right toexamine and photocopy any directly pertinent books, documents, papers andrecords of the ENGINEER involving transactions relating to this AGREEMENT.ENGINEER agrees that the CITY shall have access during normal workinghours to all necessary ENGINEER facilities and shall be provided adequate andappropriate work space in order to conduct audits in compliance with the provisions of this section. The CITY shall give ENGINEER reasonable advancenotice of intended audits. (2) ENGINEER further agrees to include in all its subconsultant agreements hereunder a provision to the effect that the subconsultant agrees that the CITYshall, until the expiration of five (5) years after final payment under thesubcontract, have access to and the right to examine and photocopy anydirectly pertinent books, documents, papers and records of such subconsultant,involving transactions to the subcontract, and further, that the CITY shall have access during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 5 of 19 DocuSign Envelope ID: IBOCCD00-B2554256-A485-56B5AFB7F5E3 compliance with the provisions of this section together with subsection (3)hereof. CITY shall give subconsultant reasonable advance notice of intendedaudits (3) ENGINEER and subconsultant agree to photocopy such documents as may berequested by the CITY. The CITY agrees to reimburse ENGINEER for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. J. INSURANCE (1) ENGINEER’S INSURANCE a.Commercial General Liability – the ENGINEER shall maintain commercial general liability (CGL) and, if necessary, commercialumbrella insurance with a limit of not less than $1,000,000.00 per each occurrence with a $2,000,000.00 aggregate. If such Commercial GeneralLiability insurance contains a general aggregate limit, it shall applyseparately to this PROJECT or location. 1.The CITY shall be included as an additional insured with all rights of defense under the CGL, using ISO additional insuredendorsement or a substitute providing equivalent coverage, andunder the commercial umbrella, if any. This insurance shall applyas primary insurance with respect to any other insurance or self- insurance programs afforded to the CITY. The CommercialGeneral Liability insurance policy shall have no exclusions orendorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, oradvertising injury, which are normally contained within the policy, unless the CITY specifically approves such exclusions in writing. ii.ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to theextent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained inaccordance with this AGREEMENT. b.Business Auto – the ENGINEER shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a limit ofnot less than $1,000,000 each accident. Such insurance shall cover liability arising out of “any auto”, including owned, hired, and non-ownedautos, when said vehicle is used in the course of the PROJECT. If theengineer owns no vehicles, coverage for hired or non-owned is acceptable. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 6 of 1 9 DocuSign Envelope ID: IBOCCD00-B2554256-A485-56B5AFB7F5E3 1.ENGINEER waives all rights against the CITY and its agents,officers, directors and employees for recovery of damages to theextent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by ENGINEERpursuant to this AGREEMENT or under any applicable auto physical damage coverage. C.Workers’ Compensation – ENGINEER shall maintain workers compensation and employers liability insurance and, if necessary,commercial umbrella liability insurance with a limit of not less than$100,000.00 each accident for bodily injury by accident or $100,000.00 each employee for bodily injury by disease, with $500,000,00 policy limit. i.ENGINEER waives all rights against the CITY and its agents,officers, directors and employees for recovery of damages to the extent these damages are covered by workers compensation andemployer’s liability or commercial umbrella insurance obtained byENGINEER pursuant to this AGREEMENT. d.Professional Liability – ENGINEER shall maintain professional liability, aclaims-made policy, with a minimum of $1,000,000.00 per claim andaggregate. The policy shall contain a retroactive date prior to the date of the AGREEMENT or the first date of services to be performed,whichever is earlier. Coverage shall be maintained for a period of 5 yearsfollowing the completion of the AGREEMENT. An annual certificate of insurance specifically referencing this PROJECT shall be submitted tothe CITY for each year following completion of the AGREEMENT. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that the ENGINEER has obtained all required insurance shall be attached to this AGREEMENT prior to itsexecution. b Applicable policies shall be endorsed to name the CITY an Additional Insured thereon, subject to any defense provided by the policy, as its interests may appear. The term CITY shall include its employees,officers, officials, agents, and volunteers as respects the contractedservices c. Certificate(s) of insurance shall document that insurance coverage specified in this AGREEMENT are provided under applicable policiesdocumented thereon. d. Any failure on part of the CITY to attach the requireddocumentation hereto shall not constitute a waiver of the City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 7 of 19 insurance Insurance DocuSign Envelope ID: IBOCCD00-B2554256-A485-56B5AFB7F5E3 requirements. e.A minimum of thirty (30) days notice of cancellation or material change incoverage shall be provided to the CITY. A ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sentto the respective Department Director (by name), City of Denton, 901Texas Street, Denton, Texas 76209. f. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of A:V or greater, in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strengthand solvency to the satisfaction of Risk Management. g.Any deductible or self insured retention in excess of $25,000.00 that would change or alter the requirements herein is subject to approval bythe CITY in writing, if coverage is not provided on a first-dollar basis. The CITY, at it sole discretion, may consent to alternative coveragemaintained through insurance pools or risk retention groups. Dedicatedfinancial resources or letters of credit may also be acceptable to theCITY h. Applicable policies shall each be endorsed with a waiver of subrogationin favor of the CITY as respects the PROJECT. 1.The CITY shall be entitled, upon its request and without incurring expense, to review the ENGINEER's insurance policies includingendorsements thereto and, at the CITY's discretion; the ENGINEER may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on aclaims-made basis, shall contain a retroactive date coincident with or prior to the date of the AGREEMENT. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made. k.Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption nor restrictive modification orchanges from date of commencement of the PROJECT until final payment and termination of any coverage required to be maintained afterfinal payments. I. The CITY shall not be responsible for the direct payment of anyinsurance premiums required by this AGREEMENT. m. Sub consultants and subcontractors to/of the ENGINEER shall be required by the ENGINEER to maintain the same or reasonablyequivalent insurance coverage as required for the ENGINEER. When City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 8 of 1 9 DocuSign Envelope ID: IBOCCDOO-B2554256-A485-56B5AFB7F5E3 sub consultants/subcontractors maintain insurance coverage, ENGINEER shall provide CITY with documentation thereof on acertificate of insurance. K. Independent Consultant The ENGINEER agrees to perform all services as an independent consultant and not as asubcontractor, agent, or employee of the CITY. The doctrine of respondeat superiorshall not apply.L. Disclosure The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financialinterest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it willmake disclosure in writing of any conflicts of interest that develop subsequent to thesigning of this AGREEMENT and prior to final payment under the AGREEMENT. M. Asbestos or Hazardous Substances (1) if asbestos or hazardous substances in any form are encountered or suspected,the ENGINEER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) if asbestos or other hazardous substances are suspected, the CITY mayrequest the ENGINEER to assist in obtaining the services of a qualifiedsubcontractor to manage the remediation activities of the PROJECT. N. Permitting Authorities - Design Changes If permitting authorities require design changes so as to comply with published design criteria and/or current engineering practice standards which the ENGINEER should havebeen aware of at the time this AGREEMENT was executed, the ENGINEER shall revise plans and specifications, as required, at its own cost and expense. However, if designchanges are required due to the changes in the permitting authorities' published design criteria and/or practice standards criteria which are published after the date of thisAGREEMENT which the ENGINEER could not have been reasonably aware of, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation willbe made through an amendment to this AGREEMENT. O. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed per City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 9 of 19 DocuSign Envelope ID: IBOCCD00-B255-+256-A485-56B5AFB7F5E3 Attachment A to this AGREEMENT P. Equal Opportunity (1) Equal Employment Opportunity: ENGINEER and ENGINEER’s agentsshall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this AGREEMENT. (2) Americans with Disabilities Act (ADA) Compliance: ENGINEER and ENGINEER’s agents shall not engage in any discriminatory employmentpractice against individuals with disabilities as defined in the ADA. SECTION 5 Obligations of the City A. City-Furnished Data ENGINEER may rely upon the accuracy, timeliness, and completeness of the information provided by the CITY. B. Access to Facilities and Property The CITY will make its facilities accessible to the ENGINEER as required for theENGINEER's performance of its services. The CITY will perform, at no cost to the ENGINEER, such tests of equipment, machinery, pipelines, and other components of theCITY's facilities as may be required in connection with the ENGINEER's services. TheCITY will be responsible for all acts of the CITY's personnel. C. Advertisements, Permits, and Access Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federalauthorities; and land, easements, rights-of-way, and access necessary for theENGINEER's services or PROJECT construction. D. Timely Review The CITY will examine the ENGINEER's studies, reports, sketches, drawings,specifications, proposals, and other documents; obtain advice of an attorney, insurancecounselor, accountant, auditor, bond and financial advisors, and other consultants as the CITY deems appropriate; and render in writing decisions required by the CITY in a timely City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 10 of 19 DocuSign Envelope ID: IBOCCD00-B2554256-A485-56B5AFB7F5E3 manner in accordance with the PROJECT schedule prepared in accordance withAttachment A. E. Prompt Notice The CITY will give prompt written notice to the ENGINEER whenever CITY observes orbecomes aware of any development that affects the scope or timing of the ENGINEER's services or of any defect in the work of the ENGINEER or construction contractors. F. Asbestos or Hazardous Substances Release. (1) CITY acknowledges ENGINEER will perform part of the work at CITY's facilities that may contain hazardous materials, including asbestos containingmaterials, or conditions, and that ENGINEER had no prior role in the generation, treatment, storage, or disposition of such materials. Inconsideration of the associated risks that may give rise to claims by thirdparties or employees of City, City hereby releases ENGINEER from any damage or liability related to the presence of such materials. Anythingherein to the contrary notwithstanding, title to, ownership of, and legalresponsibility and liability for any and all such hazardous materials shall at alltimes remain with Client. (2) The release required above shall not apply in the event the discharge, releaseor escape of hazardous substances, contaminants, or asbestos is a result ofENGINEER’s sole negligence or if ENGINEER brings such hazardoussubstance, contaminant or asbestos onto the PROJECT. G. Contractor Indemnification and Claims The CITY agrees to include in all construction contracts the provisions of Article IV.E. regarding the ENGINEER's Personnel at Construction Site, and provisions providing for contractor indemnification of the CITY and the ENGINEER for contractor's negligence. H. Contractor Claims and Third-Party Beneficiaries (1) The CITY agrees to include the following clause in all contracts with construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materialssuppliers on the PROJECT, or their sureties, shall maintain no direct action against the ENGINEER, its officers, employees, andsubcontractors, for any claim arising out of, in connection with, or resulting from the engineering services performed. Only the CITYwill be the beneficiary of any undertaking by the ENGINEER." (2) This AGREEMENT gives no rights or benefits to anyone other than the CITY City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 11 of 19 DocuSign Envelope ID: IBOCCDOO-B2554256-A485-56B5AFB7F5E3 and the ENGINEER and there are no third-party beneficiaries. (3) The CITY will include in each agreement it enters into with any other entity orperson regarding the PROJECT a provision that such entity or person shallhave no third-party beneficiary rights under this AGREEMENT. (4) Nothing contained in this Section H. shall be construed as a waiver of any rightthe CITY has to bring a claim against ENGINEER. 1.CITYs Insurance (1) The CITY may maintain property insurance on certain pre-existing structuresassociated with the PROJECT. I I (2) The CITY may secure_ Builders Risk/Installation insurance at the replacementcost value of the PROJECT. The CITY may provide ENGINEER a copy of the policy or documentation of such on a certificate of insurance. J. Litigation Assistance The Scope of Services does not include costs of the ENGINEER for required or requestedassistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. In the event CITY requests such services of the ENGINEER, thisAGREEMENT shall be amended or a separate agreement will be negotiated between the parties K. Changes The CITY may make or approve changes within the general Scope of Services in thisAGREEMENT. If such changes affect the ENGINEER's cost of or time required forperformance of the services, an equitable adjustment will be made through an amendmentto this AGREEMENT with appropriate CITY approval. L. Limitations 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 andregulatory 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 orexemplary damages. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 12 of 19 DocuSign Envelope ID: IBOCCD00-B255-4256-A485-56B5AFB7F5E3 B To the fullest extent permitted by law, and notwithstanding any other provision of this Agreement, the total liability, in the aggregate, of ENGINEER andENGINEER's officers, directors, members, partners, agents, employees, andconsultants, to CITY and anyone claiming by, through, or under CITY for any and all claims, losses, costs, or damages whatsoever arising out of, resultingfrom, or in any way related to the Project or the Agreement from any cause orcauses, including but not limited to professional errors or omissions, strict liability, breach of contract, indemnity obligations, or warranty express or implied ofENGINEER or ENGINEER's officers, directors, members, partners, agents,employees, or consultants, shall not exceed the total compensation received by ENGINEER under this Agreement, or $5,000,000, whichever sum is greater. SECTION 6 General Legal Provisions A. Authorization to Proceed ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of awritten Notice to Proceed from the CITY. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of theENGINEER, whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration bythe CITY or by others acting through or on behalf of the CITY of any such instruments ofservice without the written permission of the ENGINEER will be at the CITY's sole risk. The CITY shall own the final designs, drawings, specifications and documents. C. Force Majeure The ENGINEER is not responsible for damages or delay in performance caused by acts ofGod, strikes, lockouts, accidents, or other events beyond the control of the ENGINEER that prevent ENGINEER’s performance of its obligations hereunder. D. Termination (1 ) This AGREEMENT may be terminated: a. by the City for its convenience upon 30 days' written notice toENGINEER. b. by either the CITY or the ENGINEER for cause if either party fails substantially to perform through no fault of the other and the City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 13 of 19 DocuSign Envelope ID: IBOCCD00-B25521256-A485-56B5AFB7F5E3 nonperforming party does not commence correction of suchnonperformance within 5 days’ written notice or thereafter fails to diligently complete the correction. (2) if this AGREEMENT is terminated for the convenience of the City, theENGINEER will be paid for termination expenses as follows: a. Cost of reproduction of partial or complete studies, plans, specifications or other forms of ENGINEER'S work product; b. Out-of-pocket expenses for purchasing electronic data files and other data storage supplies or services; c. The time requirements for the ENGINEER'S personnel to document the work underway at the time of the CITY'S termination for convenience so that the work effort is suitable for long time storage. (3) Prior to proceeding with termination services, the ENGINEER will submit to theCITY an itemized statement of all termination expenses. The CITY'S approval will be obtained in writing prior to proceeding with termination services. E. Suspension, Delay, or Interruption to Work The CITY may suspend, delay, or interrupt the services of the ENGINEER for theconvenience of the CITY. In the event of such suspension, delay, or interruption, an equitable adjustment in the PROJECT’s schedule, commitment and cost of theENGINEER's personnel and subcontractors, and ENGINEER's compensation will bemade F. Indemnification IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904,THE ENGINEER SHALL INDEMNIFY OR HOLD HARMLESS THE CITY AGAINSTLIABILITY FOR ANY DAMAGE COMMITTED BY THE ENGINEER OR ENGINEER’S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICHTHE ENGINEER EXERCISES CONTROL TO THE EXTENT THAT THE DAMAGE IS CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONALTORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY ASUBCONTRACTOR OR SUPPLIER. CITY IS ENTITLED TO RECOVER ITSREASONABLE ATrORNEY’S FEES IN PROPORTION TO THE ENGINEER’SLIABILITY. G. Assignment Neither party shall assign all or any part of this AGREEMENT without the prior written consent of the other party. CIty of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 14 of 19 DocuSign Envelope ID: IBOCCD00-B2554256-A485-56B5AFB7F5E3 H. Jurisdiction The law of the State of Texas shall govern the validity of this AGREEMENT, its interpretation and performance, and any other claims related to it. The venue for anylitigation related to this AGREEMENT shall be Denton County, Texas. 1.Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceabilitywill not affect any other provision, and this AGREEMENT shall be construed as if suchinvalid, illegal, or unenforceable provision had never been contained herein. Sections 5.F., 6.B., 6.D., 6.F., 6.H., and 6.1. shall survive termination of this AGREEMENT for any cause. J. Observe and Comply ENGINEER shall at all times observe and comply with all federal and State laws andregulations and with all City ordinances and regulations which in any way affect thisAGREEMENT and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodieshaving jurisdiction or authority for such enactment. No plea of misunderstanding orignorance thereof shall be considered. ENGINEER AGREES TO DEFEND, INDEMNIFYAND HOLD HARMLESS CITY AND ALL OF ITS OFFICERS, AGENTS ANDEMPLOYEES FROM AND AGAINST ALL CLAIMS OR LIABILITY ARISING OUT OF THE VIOLATION OF ANY SUCH ORDER, LAW, ORDINANCE, OR REGULATION,WHETHER IT BE BY ITSELF OR ITS EMPLOYEES. K. Immigration Nationality Act ENGINEER shall verify the identity and employment eligibility of its employees whoperform work under this AGREEMENT, including completing the Employment EligibilityVerification Form (1-9). Upon request by CITY, ENGINEER shall provide CITY withcopies of all 1-9 forms and supporting eligibility documentation for each employee whoperforms work under this AGREEMENT. ENGINEER shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any ENGINEER employee who is not legally eligible to performsuch services. ENGINEER SHALL INDEMNIFY CITY AND HOLD CITy HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THISPARAGRAPH BY ENGINEER, ENGINEER’S EMPLOYEES, SUBCONTRACTORS,AGENTS, OR LICENSEES. CITY, upon written notice to ENGINEER, shall have the right to immediately terminate this AGREEMENT for violations of this provision byENGINEER L. Prohibition On Contracts With Companies Boycotting Israel Engineer acknowledges that in accordance with Chapter 2271 of the Texas City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 15 of 19 DocuSign Envelope ID: IBOCCD00-B25521256-A485-56B5AFB7F5E3 Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the companythat it: (1 ) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed tothose terms in Section 808.001 of the Texas Government Code. By signing thisagreement, Engineer certifies that Engineer’s signature provides writtenverification to the City that Engineer: (1) does not boycott Israel; and (2) will notboycott Israel during the term of the agreement. Failure to meet or maintain therequirements under this provision will be considered a material breach. M. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, ora Foreign Terrorist Organization Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization.By signing this agreement, Engineer certifies that Engineer’s signature provideswritten verification to the City that Engineer, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become ineligible toreceive payments under this agreement by doing business with Iran, Sudan, or aforeIgn terrorist organization . Failure to meet or maintain the requirements under thisprovision will be considered a material breach. N. Prohibition on Contracts with Companies Boycotting Certain EnergyCompanies Engineer acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company forgoods or services unless the contract contains written verification from the companythat it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and“company” shall have the meanings ascribed to those terms in Section 809.001 of theTexas Government Code. By signing this agreement, Engineer certifies thatEngineer’s signature provides written verification to the City that Engineer: (1)does not boycott energy companies; and (2) will not boycott energy companies during the term of the agreement. Failure to meet or maintain the requirementsunder this provision will be considered a material breach. O. Prohibition on Contracts with Companies Boycotting Certain Firearm Entitiesand Firearm Trade Associations Engineer acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company forgoods or services unless the contract contains written verification from the companythat it (1 ) does not have a practice, policy, guidance, or directive that discriminatesagainst a firearm entity or firearm trade association; and (2) will not discriminate during City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 16 of 19 DocuSign Envelope ID: IBOCCD00-B255=1256-A485-56B5AFB7F5E3 the term of the contract against a firearm entity or firearm trade association. The terms“discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter2274 of the Texas Government Code. By signIng this agreement, Engineer certifiesthat Engineer’s signature provides written verification to the City that Engineer:(1) does not have a practice, policy, guidance, or directive that discriminatesagainst a firearm entity or firearm trade association; and (2) will not discriminateduring the term of the contract against a firearm entity or firearm tradeassociation. Failure to meet or maintain the requirements under this provision will beconsidered a material breach. P. Termination Right for Contracts with Companies Doing Business with CertainForeign-Owned Companies The City of Denton may terminate this Contract immediately without any further liabilityif the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Engineer is, or will be in the future, (i) owned byor the majority of stock or other ownership interest of the company is held or controlledby individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, orother designated country, or (iii) is headquartered in China, Iran, North Korea, Russia,or other designated country. Q. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer, employee, independent consultant, or elected official of the City who isinvolved in the development, evaluation, or decision-making process of the performanceof any solicitation shall have a financial interest, direct or indirect, in the Contractresulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of thisprovision, with the knowledge, expressed or implied, of the Contractor shall render theContract voidable by the City. The Contractor shall complete and submit the City’sConflict of Interest Questionnaire. R. Agreement Documents This AGREEMENT, including its attachments and schedules, constitutes the entire AGREEMENT, which supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. This AGREEMENT may beexecuted in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and thesame instrument. The following attachments and schedules are hereby made a part ofthis AGREEMENT: City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 17 of 19 DocuSign Envelope ID: IBOCCD00-B255-+256-A485-56B5AFB7F5E3 Attachment A - Scope of Services, Compensation, Project Schedule, Location Map These documents make up the AGREEMENT documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict inany of the provisions of the AGREEMENT documents, the inconsistency or conflict shallbe resolved by giving precedence first to the written AGREEMENT then to theAGREEMENT documents in the order in which they are listed above. The parties agree to transact business electronically. Any statutory requirements thatcertain terms be in writing will be satisfied using electronic documents and signing . Electronic signing of this document will be deemed an original for all legal purposes. Duly executed by each party’s designated representative to be effective on11 BY:CITY OF DENTON, TEXAS BY:ENGINEER s&Watch CorporationI CIM+orb C. €tW4L, EEFICEFB98CC4 1 FSMA He+.4l89 Sara Hensley, City Manager NameTitle: ePmientJRL Date: 11/21/2022 2022-949134 TEXAS ETHICS COMMISSION CERTIFICATE NUMBER City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 18 of 19 DocuSign Envelope ID: IBOCCD00-B255dj256-A485-56B5AFB7F5E3 THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operationaland business termsoblhJln ATTEST: ROSA RIOS, CITY SECRETARY dhlaLi& pWMIL) )c R%4RimBY:Signature DME Genera1 Manager Title Electr1 c Department APPROVED AS TO LEGAL FORM:MACK REINWAND, CITY ATTORNEY 11/21/2022Date Signed:BY: City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 19 of 19 DocuSign Envelope ID: IBOCCD00-B2554256-A485-56B5AFB7F5E3 ATTACHMENT A tI „ “ }= ’\\ ~:+ ' l::IAb,;, q=a !r+rP +i - r+ ;(=iF r 'i.I- = PROPRIETARY AND CONFIDENTIAL BLACK &VEATCH DocuSign Envelope ID: IBOCCD00-B2554256-A485-56B5AFB7F5E3 III BLACK&VEATCH Black & Veatch Corporation 166 Century Square, College Station, TX 77840 p +1 979-314-2248 1 E HuesteCC@bv.com October 11, 2022 Terry Naulty Assistant General Manager, Denton Municipal Electric 1659 Spencer Rd. Denton, TX 76205 Subject: Black & Veatch Proposal - Winterization at DEC Project – Different Glycol Mixes Detailed Design & Construction Specification Dear Terry: Black & Veatch is pleased to submit this proposal to the Denton Municipal Electric (DME) to provide support for the detailed design as a follow-up to the Winterization study. Please note, we are highly experienced in designing power generating facilities in cold climates. Recent extreme weather in Texas has driven the need to reassess the cold design ambient conditions to ensure reliability and operability during critical periods. Black & Veatch has assisted numerous utilities to assess plant modifications to meet these new specifications. Furthermore, we recently assigned myself (Chris Hueste), Black & Veatch officer – Associate Vice President as Project Director to the overall City of Denton as a client to Black & Veatch, alongside Rafat Elahi as the Client Account Manager. Both Chris and Rafat will visit you during the execution of this project to solicit feedback on the performance of our team. We appreciate the opportunity to demonstrate our capabilities and we look forward to working together with the City of Denton on this important project. If you have any questions or require any additional information, please contact Steven Baker (Tel: 713-275-2843, email: BakerSA@bv.com) or me at Tel: 979- 314-2248, email: huestecc@ bv.com. Very truly yours, BLACK & VEATCH CORPORATION Chris Hueste Associate Vice President & Project Director Building a World of Difference.' DocuSign Envelope ID: IBOCCD00-B2554256-A485-56B5AFB7F5E3 Table of Contents 1.O EXECUTIVE SUMMARY .............................................................................................. 1 Background....................................................................................................................................... 1 2.0 PROJECT APPROACH ................................................................................................. 2 Project Management.....................................................,.................................................................. 2 Task I - Kickoff Meeting/Design Basis ..................................,........................................................... 2 Task 2 – Detailed Design and SPecifications ..................,..............................,................................... 3 Task 3 – Installation Support and As-Builts............................,..........................................................4 Assumptions and Clarifications....,....................................................................................................4 Deliverables ......................,,...,......................................,,.................................................................. 5 3.0 PROJECT SCHEDULE................................................................................................... 6 4.O PROJECT TEAM ................................................................................................,......... 7 Project Organization.........................................................................................................................7 5.0 COMMERCIAL TERMS................................................................................................ 9 Contract Terms & Conditions ........................................,.................................................................. 9 Pricing......................,........................................................................................................................9 Schedule of Rates ..........................................................,......................................................,...........9 APPENDIX A. 2022 BILLING RATES AND EXPENSE SCHEDULE ........................................ 10 BV.COM BLACK & VEATCH I TABLE OF CONTENTS i DocuSign Envelope ID: IBOCCD00-B255Jj256-A485-56B5AFB7F5E3 1.0 Executive Summary Black & Veatch was requested to perform detailed design as a follow-up to the winterization study on the Denton Energy Center (DEC). Of the various proposed options, Denton Municipal Electric (DME) elected to proceed with the concept of using different winter and summer glycol mixes and requested us to proceed with detailed design. BACKGROUND The generating capability of the DEC depends on the reliability of 60 large radiator banks which consist of thin copper tubes running through arrays of thin aluminum fins. These radiators are specially designed to reject heat to the environment extremely well, which means during a cold weather event they cool down quickly and also cool the contents in their tubes quickly. The original system design provided freeze protection down to 20'F by using a 19% solution of monopropylene glycol and water as coolant. While freeze protection down to 20'F may be sufficient for most historic winters at the DEC, winter storm Uri in 2021 demonstrated that this level of freeze protection is insufficient for extreme weather events outside of the normal. During winter storm Uri, the ambient air temperature dropped below freezing for almost 11 days straight and below 20'F for over 5 days. The minimum temperature reached during this event was -6'F. In the middle of this extreme cold weather period, the natural gas pressure to the site dropped too low to sustain generation. With the engines not running and maintaining adequate heat to the glycol, this event proved cold enough and long enough in duration to freeze the coolant in the radiators, which initiated leaks at the tube headers from ballooning tubes. The radiators had to thaw before engines could be operated again, and leaking radiators had to be isolated from service. Subsequent costly repairs were also required to return the damaged radiators to service. DME has received recommendations to provide protection of the radiators down to a minimum ambient temperature of -10'’F. BV.COM BLACK & VEATCH I EXECUTIVE SUMMARY 1 DocuSign Envelope ID: IBOCCD00-B25521256-A485-56B5AFB7F5E3 2.0 Project Approach Black & Veatch team agrees with the detailed scope of work provided as follows: To ensure the operation of the Denton Energy Center during a cold weather event, a 40% percentage glycol mix would only be needed during the winter. During the summer a mix with a lower glycol percentage (or no glycol) could be used. The mix not in use could be stored in a tank until needed again the next year. The total volume of coolant in all engines, radiators, and piping is approximately 46,000 gallons. Two storage tanks of approximately 60,000 gallon capacity would be required, one to store the winter mix and one to store the summer mix. A third tank could also be installed to serve as a waste tank, where contaminated coolant could be drained and stored for later disposal. The tank for storing summer mix would be insulated and heated to ensure the tank contents would not freeze during a severe cold weather event. Due to the insulation on the tank and thermal mass of the stored mix and latent heat of the fluid, it would take a significant amount of time to freeze the tank contents even at a very low ambient temperature. Hence, the tank heater would not likely be required to operate very frequently. At a continuous ambient temperature of -10'F and a starting tank temperature of 40'’F, it is estimated to require over 6 days to cool the tank contents down to the freezing point of 20'F, and another 12 days to freeze 25% of the contents. The tank heater would be set to maintain the tank contents above the freezing point. The waste tank would also be insulated and have a tank heater to prevent freezing of its contents. The three new storage tanks could potentially be located adjacent to the lube oil tanks. Piping could be run to the oil/ammonia unloading area to allow adding glycol unloading or draining at the same location. A concrete pad foundation would be installed under the tanks with a concrete containment berm around the tanks. The following describes the methodology that Black & Veatch will use to complete the project scope PROJECT IVIANAGEIVIENT Starting during the engineering phase of the project, Black & Veatch will facilitate periodic teleconferences to discuss progress and schedule. These update teleconference meetings will be held as needed throughout the duration of the project. An Action Item List will be developed and maintained to track and document issues and resolutions. Black & Veatch will develop a Level 1 Schedule for the project’s engineering activities, based on a phased approach to project implementation TASK 1 - KICKOFF MEETING/DESIGN BASIS Black & Veatch will host a web conference to introduce key team members, review scope of work and schedule, discuss DME’s goals and objectives, and finalize the design basis and project approach. This meeting is a great opportunity for team members to become further acquainted, align expectations, and ask questions about the project and execution approach for critical alignment that impacts remaining project Tasks. BV.COM BLACK & VEATCH I PROJECT APPROACH 2 DocuSign Envelope ID: IBOCCD00-B255dj256-A485-56B5AFB7F5E3 We will issue a suggested meeting agenda prior to the meeting for DME to consider and update Requested Drawings • • • • • • • • • • • • Plant layout and GAs Underground drawings Existing civil/structural drawings for the area Electrical drawings (MCC one lines, wiring drawings, etc.) Circuit schedule Panel schedule Logic drawings, schematics, and control documents Mechanical plan (design lists, piping plan and detailed drawings) System Description Instructions Geotech information for foundation design Updated P&IDs Logics and screenshots A portion of this data request has already been obtained by Black & Veatch during the study. Black & Veatch will work closely with DME for pertinent additional data required to complete detailed design. Site Visit A team of two Black & Veatch professionals (mechanical and electrical leads) will travel to the site to discuss in detail the Winterization Project. The site visit will last up to 2 days at the facility. Black & Veatch engineers will complete a detailed walk-down of the locations identified. During our walk-down, we will inspect the designated space for clearance, review interface points, such as for piping and electrical interfaces, take photos of equipment that will be impacted, interview site professionals, capture O&M considerations from plant personnel, collect missing drawings, etc. A brief meeting will be conducted at the end of the walk-down to summarize the interfaces, preliminary locations, and discuss any unanticipated findings. Following the completed walk-down and major design criteria discussions, Black & Veatch will summarize decision making into a Design Basis Memorandum for submittal to DME. This document will form the basis for the design including summary of existing drawings to be revised/referenced, assumptions, waste tank justification, final locations, interconnections, equipment sizing, insulation/heating criteria, etc. TASK 2 – DETAILED DESIGN AND SPECIFICATIONS Black & Veatch will prepare technical sections for the Furnish and Install Construction bid package(s). During the site visit, Black & Veatch will coordinate with DME on the schedule advantages for a separate Furnish and Erect Tank Fabrication bid package if allowed with DM E’s projected procurement process. To the extent practical, technical specifications will be included as data sheet summaries for equipment and specified on the drawings rather than as a separate document. Where stand-alone technical specification sections are required, they will be developed and incorporated with the Statement of Work document(s). The Statement of Works will be a scoping document defining the responsibilities of the contractor, including data submittal requirements. It will include a Division of Work Matrix ensuring that responsibility for all aspects of the work is assigned and documented. The technical specification BV.COM BLACK & VEATCH I PROJECT APPROACH 3 DocuSign Envelope ID: IBOCCD00-B25521256-A485-56B5AFB7F5E3 document(s) and the drawings will be assembled into a single package or two packages as agreed upon and submitted to DME for review Questions or comments from DME on the draft Bid Package will be resolved via e-mail or teleconference, Black & Veatch will finalize the technical Bid Package documents for issue by DME with their commercial documents. During the bid period Black & Veatch will be available to answer bidder questions and prepare any technical addenda that might be required. Once bids are received, Black & Veatch wil perform a technical evaluation of the bids and submit recommendations for award to DME for their consideration, it is anticipated that DME will complete the commercial evaluation of the bids. This task includes allocation for one additional site visit with two Black & Veatch professionals to visit the site for two days. This trip is anticipated for confirmation of pipe routing, structural support review, and/or E/C routing. TASK 3 – INSTALLATION SUPPORT AND AS-BUILTS During construction the Black & Veatch engineering office will continue shop drawing reviews, answer RFls, and provide technical home office support for field alterations found to be necessary, Upon completion of the work, Black & Veatch will incorporate as-built information collected by the contractor onto the appropriate design drawings, such as P&IDs and wiring diagrams, and submit them to DME for their records. ASSUMPTIONS AND CLARIFICATIONS •At this time, following award, 100 hours have been allocated for general support including primarily shop drawing reviews and technical RFI responding support. Black & Veatch can provide an option price if additional support is requested for complete progress monitoring of procurement or constructIon actIVItIes. It is assumed that no underground utilities will need to be relocated in the new glycol tank area. We are assuming that piling will not be required for the tank foundation and containment. Hours have not been included for site piling design or piling contractor. It is assumed that geotech information for the glycol tank area is available for review. If required, Black & Veatch can perform this work as additional scope. At present, we are expecting the contractor to submit as-builts redline marks for any modifications from the Approved for Construction drawings for Black & Veatch to update drawings to as-buitts; however, if DME desires, Black & Veatch can perform this work as additional scope. Local control panel is not envisioned. All control and monitoring to be from existing plant control system. Black & Veatch will submit I/O list and control write-up for plant technician to develop the programming. If requested by DEC, we can perform programming, testing and commissioning for as additional scope. Existing plant MCC is assumed to have spare section and / or buckets with the right starter to interface new low voltage loads. • • • • • BV.COM BLACK & VEATCH I PROJECT APPROACH 4 DocuSign Envelope ID: IBOCCD00-B25521256-A485-56B5AFB7F5E3 DELIVERABLES • • • • • • • • • • • • • • Design Basis Level 1 Project Schedule System Description Instructions Updated P&IDs Piping plan construction drawings Electrical plan construction drawings Updated wiring drawings Updated schematics Equipment data sheets (pump/motor, tanks, heater, valves and instruments) Controls philosophy, drawings, and procedures to be integrated with the DEC DCS (programming and logics by others). Black & Veatch can perform programming and logics as additional scope Civil/Structural foundation construction drawings Updated GAs Updated design lists Furnish and Erect Tank Fabrication Specification, if agreed upon to separate, including: ) Technical specifications/data sheets ; Statement of Work : Division of Matrix Furnish and Install Construction Specification, including: - Fabrication & installation documents as listed above ' Statement of Work ; Division of Work Matrix Contractor recommendation (Bid tab) Record (as-built) drawings • • • BV.COM BLACK & VEATCH I PROJECT APPROACH 5 DocuSign Envelope ID: IBOCCD00-B2554256-A485-56B5AFB7F5E3 3.0 Project Schedule Black & Veatch proposes to perform the scope of work outlined in this proposal according to the schedule provided below. This schedule will be discussed in detail during the project kick-off meeting to confirm these dates and understand other critical deadlines for the project, TASK COMPLETION DATE Kick-off Call 1 Week from NTP 2 weeks after receipt of drawings (relying on confirmation of visitation schedule)Site Visit Design Basis (Site visit findings memorandum and project design criteria) Deliverables – Initial Issue for client comments Deliverables – Final Issue Contractor Bid Recommendations (Evaluation complete) Bid issued to client contractors 2 weeks after site visit 12 weeks after site visit 4 weeks after receipt of client comments 4-6 weeks after receipt of completed bids (assume 2-3 bidders) As per Owner’s schedule BV.COM BLACK & VEATCH I PROJECT SCHEDULE 6 DocuSign Envelope ID: IBOCCD00-B255z1256-A485-56B5AFB7F5E3 4.0 Project Team PROJECT ORGANIZATION The following project personnel will provide key contributions to the overall success of this project. Project Director, Chris Hueste, TX P.E. Chris Hueste serves as Project Director for all City of Denton Projects. He is an officer at Black & Veatch and will bring the right leverage of Black & Veatch organization to the benefit of DEC. Chris will visit you in person during the course of the project to solicit feedback on our performance. Project Manager, Steven Baker, TX P.E. Steven A. Baker is a Project Manager within Black & Veatch’s Power business in Texas. He manages engineering services projects related to all facets of existing plant betterment and retrofit. Recent projects include leading a team of multi- discipline engineers to perform power generating facilities conceptual and detailed design, specification development, equipment and construction procurement, project cost estimating, contract administration, and construction support. Steven is ding project solutions that aid Black & Veatch’s clients in meeting their goals. Steven ce with DEC and understands the client expectations. dedicated to prov has prior experier Assistant Project Manager, Brian Egbert & ' iL:-r1 9‘!?: Brian Egbert is an experienced Mechanical Engineer and has good experience with similar work in industrial settings. His past experience with Black & Veatch was as a Piping and Mechanical Engineer supporting Power and Energy projects. Lead Electrical Engineer, Carlos Munoz, TX P.E. Carlos has experience providing electrical engineering design and support for high voltage substations, power system retrofits, process improvement projects at hydro power plants, manufacturing plants and coal-fired power plants. He has experience in power generation systems analysis, fault calculations, modeling, and protective relaying files setting design and implementation. BV.COM BLACK & VEATCH I PROJECT TEAM 7 DocuSign Envelope ID: IBOCCD00-B2554256-A485-56B5AFB7F5E3 Lead Civil/Structural Engineer, Nathan Kaiser, TX P.E. Nathan Kaiser is a civil/structural project discipline engineer (PDE) assigned to the Energy projects at Black & Veatch. He has experience as a structural design engineer, with a strong emphasis on retrofits of existing power plants. He has managed design teams, administered design, procurement and erection contracts, managed civil/structural project schedules and budgets, and developed estimates for project proposals. He has developed several guide specifications and civil/structural department design templates. BV.COIVI BLACK & VEATCH I PROJECT TEAM 8 DocuSign Envelope ID: IBOCCD00-B255z1256-A485-56B5AFB7F5E3 5.0 Commercial Terms CONTRACT TERMS & CONDITIONS Black & Veatch proposes to perform the scope of work outlined in this proposal in accordance with the terms and conditions of the Agreement between the City of Denton and Black & Veatch Corporation dated January 19, 2022 (File 7804-001). Black & Veatch’s proposal is valid for 60 days from the submittal date PRICING Black & Veatch will provide the services defined in this proposal on a Time and Material (T&M) basis for an estimated price of $199,000. This amount will not be exceeded without prior authorization from the City of Denton. The breakdown of the estimated price is as follows: TASK PRICE $49,000Electrical/Control Deliverables Mechanical Deliverables $51,000 $22,000Civil/Structural Deliverables Tanks Furnish & Erect Specification $ 14,000 Furnish and Install Construction Specification, Evaluation, Bid Submittal Reviews, $63,000 and Construction Home Office Support Total $199,000 SCHEDULE OF RATES We have provided a copy of Black & Veatch’s 2022 Billing Rates and Expense Schedule in Appendix A (version dated 12/17/2021) BV.COM BLACK & VEATCH I COMMERCIAL TERMS 9 DocuSign Envelope ID: IBOCCD00-B255J1256-A485-56B5AFB7F5E3 Appendix A. 2022 Billing Rates and Expense Schedule BV.COIVI BLACK &VEATCH I APPENDIX A 10 DocuSign Envelope ID: IBOCCD00-B255=1256-A485-56B5AFB7F5E3 Note 2CONFIDENTIAL Black & Veatch Billing Rates and Expense Schedulefor Calendar Year 2022 DURLY BILLING RATES (see Client Billings and Notes) Plan/Description/Grade/Hourly Billing Rate ($USD) Home Office Consulting Engjneering Services r - Office support including clerical and secretarial. 01 02 0304 05 06 0701 02 0304 05 06 0701 020304 05 0607 08 09 $44.97 $53.57 $57.39 $70.66 $81.37 $93.64 $108.25 $77.57 $85.77 $98.42 $117.62 $148.72 $168.15 $194.70 $89,38 $98.12 $109.51 $122.70 $139.49 $164.38 $186.00 $205.19 $226.06 $261.53 $289.78 $365.45 $99.12 $108.22 $123.09 $135.52 $162.82 $192.70 $226.89 $246.82 $254.43 $265.28 $83.96 $96.75 $106.74 $131.67 $143,46 $170.80 $203.29 5240.91 $67.89 $74.04 $82.86 $95.41 $105.97 $125.12 $149.39 $178.88 $216.59 $214.06 mmaFr; ,rchitectural design, analysis, and management of the architectural function. o jconstruction service functions, including construction management, construction support, resident engineering, and project review. ENG – Engineering Engineering design, analysis, and management. Includes departmental and project assignments including engineering ldepartment management. 128 129 130 131 132 133 134 135 136 127 128 129 130 131 132 133 134 125 126 127 128 129130 131 132 133 134 [EVm8FB7 IProfessionals who provide expertise and project support for engineering and other types of projects. le ITechnical designers and d rafters. 2022 Home Office Rates - File:13.25 Copyright Black & Veatch 2021 All Rights Reserved. City of Denton Page 1 12/17/2021 DocuSign Envelope ID: IBOCCD00-B255J+256-A485-56B5AFB7F5E3 NoteCONiHll+]_IFH TIAL Black & Veatch Billing Rates and Expense Schedulefor Home Office Consulting Engineering Services lary Plan/Description/Grade/Hourly Billing Rate ($USD) HOURLY BILLING RATES lsee Client Billings and Notes1 Calendar Year 2022 s iT Professionals who assess the cost related to projects to assist with the preparation of proposals. 01 02 03 04 05 06 07 08 09 01 02 03 04 05 06 07 0801 02 03 04 05 06 07 08 09 01 02 03 04 05 06 07 08 09 01 02 03 04 05 06 07 08010203 04050607 0809 0102 0304 05 06 07 $100.37 $105.09 $112.26 $125.47 $154.77 $189.03 $233.94 $320.20 $293.46 $62.27 $68.56 $78.67 $95.49 $114,92 $149.69 $165.87 $195.59 $70.99 $89.40 $104.05 $121.38 $139.67 $178.66 $197.88 $253.29 $275.93 $90.61 $101.06 $117.58 $138.46 $168.40 $186.00 $234.60 $283.60 $292.38 $201.77 $224.68 $247.13 $258.23 $284.32 $294.48 $319.41 $371.65 $71.98 $93.91 $101.21 $117.06 $126.76 $168.68 $199.32 $218.85 $278.05 $206.00 $268.00 $320.00 $371.00 $392.00 $407.00 $418.00 mailaT Project accounting, financial reporting, planning & analysis, accounting operations, and tax. PCR – PrOCLTrTrFeFF Professionals who sec,re and administer the purchase of goods, commodities, and ser,ices. PJC – Project Controls Professionals who track the cost associated with a project and perform planning and scheduling functions related to projects. r Project managers and project directors, mma=m Specialist staff who provide quality analysis/quality control, business analysis and related services. Es-f:tim IProfessionals who provide strategic consulting services with respect to planning, management, market assessment, and lother specialty consulting services. 2022 Home Office Rates - File:13.25 Copyright Black & Veatch 2021 All Rights Reserved City of Denton Page 2 12/17/2021 DocuSign Envelope ID: IBOCCD00-B2554256-A485-56B5AFB7F5E3 12CONFIDENTIAL Black & Veatch Billing Rates and Expense Schedulefo Home Office Consulting Engineering Services Calendar Year 2022 URLY BILLING RATES (see Client Bl£lings and Notes) law Plan/Description/Grade/Hourly Billing Rate ($USD) wing amounts unless the cotherwise stated in t assignment. 0 2. Typical and customary home office expenses, including computer related expenses (network server charges, PC usage charges, software and design japplication charges, printing, plotting, and server storage), reprographic services, document production, fax, telephone, postage/courier, etc. will be lbilled at a rate of $9.00 per hour of direct billed labor. 13. Expenses for travel and lodging will be billed at actual cost. These expenses include cost such as air-fare, personal mileage, lodging, meals, motor 'ehides rental, telephone, special rental equipment, etc. 14. Cost of 3rd party services and for non-customary office costs such as production printing will be bi11ed at aaua1 cost plus 10%. 5. Field assignments of longer than 60 days will be billed as actual hours charged to this project by Black & Veatch personnel in accordance with the rate sheet plus uplift as determined by current field services policy. Expenses for field assignments can be per diem, actual expenses, or a combination of both as specific to the assignment. F6. Overtime applies only to non-exempt personnel as defined by the US Federal Wage and Hour Law, Overtime will be billed as actual hours charged :o this project by Black & Veatch personnel in accordance with the rate sheet plus 50%, 7. Any other professionals not specifically identified above will be placed in the most appropriate category above based on function and experience. EHIMg rates ajl]I 2. This Rate Sheet contains information that may be privileged, confidential and exempt from disclosure under applicable law. Any unauthorized Idisclosure, copying, or distribution of this document or any of its contents is prohibited 2022 Home Office Rates - File:13.25 Copyright Black & Veatch 2021 All Rights Reserved City of Denton Page 3 12/17/2021 DocuSign Envelope ID: IBOCCDOO-B2554256-A485-56B5AFB7F5E3 ;%,;&: sir it '=+} i el ++ +b ii: i:::: ’! g ' ’' ' ;; f RFP for Firm Winter Gas Supplies PROPRIETARY AND CONFIDENTIAL BLACK &VEATCH DocuSign Envelope ID: IBOCCD00-B2554256-A485-56B5AFB7F5E3 III BLACK&VEATCH Black & Veatch Corporation166 Century Square, College Station, TX 77840 p +1 979-314-2248 1 E HuesteCC@bv.com October 7, 2022 Terry Naulty Assistant General Manager, Denton Municipal Electric 1659 Spencer Rd. Denton, TX 76205 Subject:Black & Veatch Proposal for RFP for Winter Firm Gas Supplies Dear Terry: Black & Veatch is pleased to submit this proposal to the City of Denton to provide support its desire to conduct an RFP for Winter Firm Gas supplies. Black & Veatch has extensive expertise conducting gas supply RFPs and providing an independent evaluation report to support the recommendation. • We have conducted numerous gas supply RFP in ERCOT, WECC and other markets, for various power generators looking to acquire firm gas transportation and gas supplies. • Black & Veatch has modeled the North American energy markets and infrastructure (named Energy Market Perspective) and will apply this model to comprehensively assess the addition of gas supply capacity to the Denton Energy Center. We appreciate the opportunity to demonstrate our capabilities and we look forward to working together with the City of Denton on this important project. If you have any questions or require any additional information, please contact Steven Baker (Tel: 713-275-2843, email: BakerSA@bv.com) or me at Tel: 979- 314-2248, email: huestecc@bv.com. Very truly yours, BLACK & VEATCH CORPORATION Associate Vice President & Project Director Building a World of Difference.' DocuSign Envelope ID: IBOCCDOO-B2554256-A485-56B5AFB7F5E3 Table of Contents 1.O PROJECr APPROACH ................................................................................................. 1 1.1 Kickoff Meeting.....................,..........................................,,....................................................... 1 1.2 Task 1: Draft Request for Proposal (RFP For Firm Winter Gas Supplies)......,,...........,,.............. 1 1.3 Task 2: Solicit Interest and Manage RFP Process ...................................................................... 1 1.4 Task 3: Evaluation of RFP Responses ......................,................................................................. 1 1.5 Task 4: Draft and FInal Report ...............................................................,.........,........................ 1 1.6 Assumptions and Clarifications...............................,................................................................. 2 2.0 PROJECr SCHEDULE................................................................................................... 3 3.O PROJECr TEAM .......................................................................................................... 4 3,1 Project Organization ........................................................................,........................................4 3.2 Key Team Professionals’ Experience Summaries......................................................................4 4.0 COMMERCIAL TERMS................................................................................................ 5 4.1 Contract Terms & Conditions ................................................................,.........,........................ 5 4.2 Pricing....................................................................................................................................... S 4.3 Schedule of Rates .....................,...................................................................,........................... 5 APPENDIX A. 2022 BILLING RATES AND EXPENSE SCHEDULE.......................................... 6 BV.COM BLACK & VEATCH I TABLE OF CONTENTS i DocuSign Envelope ID: IBOCCD00-B255dj256-A485-56B5AFB7F5E3 1.0 Project Approach The following describes the methodology that Black & Veatch will use to complete the project scope. 1.1 KICKOFF IVIEETING Black & Veatch will host a web conference to introduce key team members, review scope of work and schedule, discuss the City of Denton’s goals and objectives. This meeting is a great opportunity for team members to become further acquainted, align expectations, and ask questions about the project and execution approach for critical alignment that impacts remaining project Tasks. Black & Veatch will issue a suggested meeting agenda prior to the meeting for the City of Denton to consider and update. After the meeting, we will issue a data request. 1.2 TASK 1: DRAFT REQUEST FOR PROPOSAL (RFP FOR FIRM WINTER GAS SUPPLIES) Black & Veatch will prepare a draft RFP for firm winter gas supplies that meets the City of Denton requirements. Black & Veatch will look to minimizing basis risks, credit requirement, potential mismatch between transportation and power sales obligations, and other requires. Upon project kickoff, Consultant will request and review the existing supply, transportation, and other relevant documents. Consultant will interact with Client for comments and feedbacks before finalizing the RFP. 1.3 TASK 2: SOLICIT INTEREST AND MANAGE RFP PROCESS In cooperation with the City of Denton, Black & Veatch will develop the list for potential counterparties, gather interest, address follow-up questions, arrange for meeting as needed, and manage the RFP schedule to meet the Client’s timeline. Black & Veatch will review the potential list ofcounterparties with the City of Denton and incorporate any feedback or known interested parties. 1.4 TASK 3: EVALUATION OF RFP RESPONSES Black & Veatch will work with the City of Denton to develop an evaluation criteria and a financial model to compare and contrast the RFP responses. Based on the evaluation criteria, Black & Veatch wIll rank the RFP responses and provide a recommendation to the City of Denton. Black & Veatch will rely upon our EMP for regional gas prices/basis to compare the RFP responses to our independent long-term view of potential upstream supply costs and delivered costs to the power plant. This will provide an independent assessment to understand the projected cost to the city of Denton. 1.5 TASK 4: DRAFT AND FINAL REPORT Black & Veatch will prepare a draft and final report with executive summary, body, and summary of findings for City of Denton’s review. The report body will generally follow the outline of tasks described above. The report will clearly describe the RFP approach, methodology, evaluation process. The City of BV.COM BLACK & VEATCH ! PROJECT APPROACH 1 DocuSign Envelope ID: IBOCCD00-B2554256-A485-56B5AFB7F5E3 Denton will have an opportunity to review the draft report and provide consolidated comments for our review and incorporation. A final report will then be issued for City of Denton’s records. 1.6 ASSUMPTIONS AND CLARIFICATIONS • Bi-Weekly conference calls will be conducted throughout this project to coordinate overall progress BV.COM BLACK & VEATCH I PROJECT APPROACH 2 DocuSign Envelope ID: IBOCCD00-B2554256-A485-56B5AFB7F5E3 2.0 Project Schedule Black & Veatch proposes to perform the scope of work outlined in this proposal according to the schedule provided below. This schedule will be discussed in detail during the project kick-off meeting to confirm these dates and understand other critical deadlines for the project. TASK COMPLETION DATE Kickoff Meeting Oct 21,2022 Task 1: Draft RFP Nov 4, 2022 Task 2: Solicit Interest and Manage RFP Process Dec 1, 2022 Task 3: Evaluation of RFP Responses Jan 16, 2023 Task 4: Draft Report Feb 3, 2023 Final Report 1 Week After Draft Comments Received BV.COM BLACK & VEATCH I PROJECT SCHEDULE 3 DocuSign Envelope ID: IBOCCD00-B2554256-A485-56B5AFB7F5E3 3.0 Project Team 3.1 PROJECr ORGANIZATION The following project personnel will provide key contributions to the overall success of this project. We have selected this team in part because of their experience performing similar services for projects of similar capacity. 3.2 KEY TEAM PROFESSIONALS’ EXPERIENCE SUMMARIES The following capability summaries for members of our project team outline how their current capabilities and previous experience will be an asset to this project. These professionals are committed to the successful completion of this assignment and will be a key factor to meeting your goals and objectives. PROJECT DIRECTOR, Dr. Hua Fang Dr. Fang has led many engagements in assessing the market value of natural gas mid- stream infrastructure assets, such as natural gas pipelines, utilities, storage facilities and LNG terminals. She has led several due diligence projects, including transactions on Rockies Express Pipeline, PGW and the Southern Star Central pipeline. She is an expert on projecting natural gas fundamental market trends, by modeling the interaction of natural gas market components, including production, demand, and pipeline infrastructure and LNG imports. Dr. Fang also was the lead author of reports assessing the market and economic impacts of the proposed Atlantic Coast Pipeline, Northeast Energy Direct pipeline, Access Northeast pipeline out of the Marcellus/Utica shale area. PROJECr MANAGER, DENNY YEUNG Denny Yeung is a principal consultant at Black & Veatch with expertise in natural gas fundamental market analysis, asset valuation and financial analysis. He has led numerous engagements in market assessments of natural gas markets and due diligence review of midstream assets. As the interstate pipeline market lead, he has led the detailed modeling of fundamentals factors in the North America natural gas market and assessing the impact on price and basis on proposed natural gas infrastructure. He has accumulated extensive knowledge on market fundamentals, strategy development and natural gas infrastructure optimization in his experience with Black & Veatch. BV.COM BLACK & VEATCH I PROJECT TEAM 4 DocuSign Envelope ID: IBOCCD00-B255dj256-A485-56B5AFB7F5E3 4.0 Commercial Terms 4.1 CONTRACT TERMS & CONDITIONS Black & Veatch proposes to perform the scope of work outlined in this proposal in accordance with the terms and conditions of the Agreement between the City of Denton and Black & Veatch Corporation dated January 19, 2022 (File 7804-001). Black & Veatch’s proposal is valid for 60 days from the submitta date 4.2 PRICING Black & Veatch will provide the services defined in this proposal on a Time and Material (T&M) basis for an estimated price of $58,000. This amount will not be exceeded without prior authorization from the City of Denton. The breakdown of the estimated price is as follows: TASK PRICE $15,000Task 1: Draft RFP Task 2: Solicit Interest and Manage RFP Process $ 12,000 Task 3: Evaluation of RFP Responses $11,000 Task 4: Draft/Final Report $20,000 $58,000Tota 4.3 SCHEDULE OF RATES We have provided a copy of Black & Veatch’s 2022 Billing Rates and Expense Schedule in Appendix A (version dated 12/17/2021). BV.COM BLACK & VEATCH I COMMERCIAL TERMS 5 DocuSign Envelope ID: IBOCCD00-B2554256-A485-56B5AFB7F5E3 Appendix A. 2022 Billing Rates and Expense Schedule BV.COM BLACK & VEATCH I APPENDIX A 6 DocuSign Envelope ID: IBOCCD00-B255=1256-A485-56B5AFB7F5E3 CONFIDENTIAL Black & Veatch Billing Rates and Expense Schedulefor Home Office Consulting Engineering Services Calendar Year 2022 OURLY BILLING RATES (see Client Billings and Notes) alary Plan/Description/Grade/Hourly Billing Rate ($USD) Office support including clerical and secretarial. 0102 030405 060701 02 03 04 05 06 07 01 02 03 04 05 06 07 08 09 10 11 12 127 128 129130 131 132 133 134 135 136 127 128 129 130131 132 133 134125 126 127 128 129 130 131 132 133 134 $44.97 $53.57 $57.39 $70.66 $81.37 $93.64 $108.25 $77.57 $85.77 $98.42 $117.62 $148.72 $168.15 $194.70M$98.12 $109.51 $122.70 $139.49 $164.38 $186.00 $205.19 $226.06 $261.53 $289.78 $365.45 $99.12 $108.22 $123.09 $135.52 $162.82 $192.70 $226.89 $246.82 $254.43 $265.28 583.96 $96.75 $106,74 $131.67 $143.46 $170.80 $203.29 $240.91FM $74.04 $82.86 $95.41 $105.97 $125.12 $149.39 $178.88 $216.59 $214.06 md:/caBac= Architectural design, analysis, and management of the architectural function. m-mi;mmBTM jconstruction service functions, including construction management, construction support, resident engineering, and project review. ENG – Engineering Engineering design, analysis, and management. Includes departmental and project assignments including engineering ldepartment management. m-s:TimmmT IProfessionals who provide expertise and project support for engineering and other types of projects. [mm;iT ITechnical designers and d rafters. 2022 Home Office Rates - File:13.25 Copyright Black & Veatch 2021 All Rights Reserved. City of Denton Page 1 12/17/2021 DocuSign Envelope ID: IBOCCDOO-B2554256-A485-56B5AFB7F5E3 NoteCONtFill HlaITI AltI Black & Veatch Billing Rates and Expense Schedulefor Home Office Consulting Engineering Services OURLY BILLING RATES {see Client Billings and Notes) Calendar Year 2022 alarv Plan/Description/Grade/Hourly Billing Rate ($USD) fil- ' -all, in Professionals who assess the cost related to projects to assist with the preparation of proposals. 010203 0405 $100.37 $105.09 $112.26 $125.47 $154.77 $189.03 $233.94 $320.20 ;293.46 $62.27 $68.56 $78.67 $95.49 $114.92 $149.69 $165.87 $195.59 $70.99 $89.40 $104,05 $121.38 $139.67 $178.66 $197.88 $253.29 $275.93amI $101.06 $117.58 $138.46 $168.40 $186'00 $234.60 $283.60 $292.38 $201.77 $224.68 $247.13 $258.23 $284.32 $294.48 $319.41 $371.65 $71.98 $93.91 $101.21 $117.06 $126.76 $168.68 $199.32 $218.85 $278,05M $268.00 $320.00 $371.00 $392.00 $407.00 $418.00 0607 08 0901 0203 04 05 Mmi Project accounting, financial reporting, planning & analysis, accounting operations, and tax. 06 07 PCR – Procurement Professionals who secure and administer the purchase of goods, commodities, and services. 05 06 07 08 09 0102 03 04 05 06 nrma; Professionals who track the cost associated with a project and perform planning and scheduling functions related to projects. 07 08 F@f:pBTm=g;FisH Project managers and project directors, 03 04 05 FR:mamiiFF jspecialist staff who provide quality analysis/quality control, business analysis and related services.03 04 BFGi;FtT7 Professionals who provide strategic consulting services with respect to planning, management, market assessment, and lother specialty consulting services. 02 0304 0506 07 2022 Home Office Rates . File:13.25 Copyright Black & Veatch 2021 All Rights Reserved. City of Denton Page 2 12/17/2021 DocuSign Envelope ID: IBOCCD00-B2554256-A485-56B5AFB7F5E3 COllgIFill'BlqJJITI/Alll Black & Veatch Billing Rates and Expense Schedulefor Home Office Consulting Engineering Services HOURLY BILLING RATES Isee Client Billings and Notes) alarV Plan/Description/Grade/Hourly Billing Rate (SUSD) s a Calendar Year 2022 herwise stated in be billed at Moject by Bi# . v „ acc„d,,ce with 2. Typical and customary home office expenses, including computer related expenses (network server charges, PC usage charges, software and design japplication charges, printing, plotting, and server storage), reprographic services, document production, fax, telephone, postage/courier, etc. will be billed at a rate of $9.00 per hour of direct billed labor. 13. Expenses for travel and lodging will be billed at actual cost. These expenses include cost such as air-fare, personal mileage, lodging, meals, motor jvehicles rental, telephone, special rental equipment, etc. 14. Cost of 3rd party services and for non-customary of$ce costs such as production printing will be billed at actual cost plus 10%, 15. Field assignments of longer than 60 days will be billed as actual hours charged to this project by Black & Veatch personnel in accordance with the rate sheet plus uplift as determined by current field services policy. Expenses for field assignments can be per diem, actual expenses, or a combination lof both as specific to the assignment. 16. Overtime applies only to non-exempt personnel as defined by the US Federal Wage and Hour Law. Overtime will be billed as actual hours charged Ito this project by Black & Veatch personnel in accordance with the rate sheet plus 50%. 17. Any other professionals not specifically identified above will be placed in the most appropriate category above based on function and experience alimEes are sgmlms m] 2. This Rate Sheet contains information that may be privileged, confidential and exempt from disclosure under applicable law. Any unauthorized Idisclosure, copying, or distribution of this document or any of its contents is prohibited 2022 Home Office Rates - File:13.25 Copyright Black & Veatch 2021 All Rights Reserved. City of Denton Page 3 12/17/2021 DocuSign Envelope ID: IBOCCDOCbB2554256-A485-56B5AFB7F5E3 © Black & Veatch Corporation, 2021. All Rights Reserved. The Black & Veatch name and logo are registered trademarks of Black & Veatch Holding Company bv.com DocuSign Envelope ID: IBOCCD00-B2554256-A485-56B5AFB7F5_EJ3_- ' – - - CI Q FORM CONFLICT OF INTEREST QUESTIONNAIRE For vendor or other person doing business with local governmental entit'This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. FORM CIQ This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as definedby Section 176.001 (1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of DentonEthics Code, Ordinance 18-757. By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after thIdate the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code.misdemeanor.a M An offense under this section is a BLACK & VEATCH CORPORATION 2 n Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business dayafter the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) d Name of local government officer about whom the information in this section is being disclosed. Name of Officer Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must becompleted for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Government Code Attach additional pages to this Form CIQ as necessary. A.Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?a Yes B No B Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named inthis section AND the taxable income is not received from the local governmental entity?= Yes m No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officcr scrves as an officer or director, or holds an ownership of one percent or more?a Yes m No D.Describe each employment or business and family relationship with the local government officer named in this section 4 5 Ld I have no Conflict of Interest to disclose. CIM+q(u/ ’DocuSigned by: C thC+L 11/21/2022 SignaturbT§EMFm4t)m=with the £bvernmental entity Date DocuSign Envelope ID: IBOCCD00-B2554256-A485-56B5AFB7F5E3 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 ofthe Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG 1 76.htm. For easyreference, below are some of the sections cited on this form, Local Government Code $ 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one oftheparties. The term does not include a connection based on (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local govemmental entity;(B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by)and reporting to, that agency. Local Government Code $ 176.003{a){2)(A) and (B): (A) Alocal government officer shall file a conflicts disclosure statement with respect to a vendor if:(2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds 82,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the val(bB (B) has given to the local government officer or a family member ofthe ofiicer one or more gifts that have an aggregate value ofmore than $ 100 inthe 12-month periodpreceding the date the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code $ 176.006{a) and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and ( 1) has an employment or other business relationship with a local government officer of that local govemmental entity, or a family member ofthe officer, described by Section 176,003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excludIng any gift described by Section 176.003(a- 1 ); or (3) has a family relationship with a local government officer of that local govemmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business dayafter the later of (1) the date that the vendor (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or(2) the date the vendor becomes aware (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government omcer. City of Denton Ethics Code Ordinance Number 18-757 Definitions Relative: a family member related to a City Official within the third 3'd degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right4f-way or other real property interests for public use Per the City of Denton Ethics Code, Section 2 -273. – Prohibitions (3) it shall be a violation of this Article for a Vendor to offer or give a Gift to City OfFicial exceeding fifty dollars (850.00) per gift, or multiple gift: cumulatively valued at more than two hundred dollars (8200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2 -282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1 ) year. orm provided by Texas Ethics Commission www. ethics .state . tx . us Revised 11/30/2015 [X>cuSign Certificate Of Completion Envelope Id: 1 BOCCD00B2554256A48556B5AFB7F5E3 Subject: Please DocuSign: City Council Contract 7804-007 DEC Winterization Status: Completed Source Envelope: Document Pages: 51 Certificate Pages: 6 Signatures: 6 Envelope Originator: Crystal Westbrook AutoNav: Enabled Envelopeld Stamping: Enabled Initials: 1 901B Texas Street Denton, TX 76209 crystal.westbrook@cityofdenton.com IP Address: 198.49.140.10 Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original11/16/2022 4:56:47 PM Holder: Crystal Westbrook crystal.westbrook@cityofdenton.com Location: DocuSign Signer Events Crystal Westbrook crystal.westbrook@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Signature Timestamp Sent: 11/1 6/2022 4:57:20 PM Viewed: 11/1 6/2022 4:57:29 PM Signed: 11/1 6/2022 4:58:28 PM Completed Using IP Address: 198.49.140.10 Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 11/1 6/2022 4:58:32 PM Viewed: 11/1 7/2022 10:43:00 AM Signed: 11/1 7/2022 10:43:33 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication(None) Sent: 11/1 7/2022 10:43:37 AM Viewed: 11/1 8/2022 3:57:03 PM Signed: 11/1 8/2022 3:57:27 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign Christopher C. Hueste HuesteCC@bv.com Associate Vice President Black & Veatch Corporation Security Level: Email, Account Authentication (None) Sent: 11/18/2022 3:57:31 PM Viewed: 11/21/2022 8:09:40 AM Signed: 11/21/2022 8:19:32 AM Signature Adoption: Pre-selected Style Using IP Address: 207.237.191.130 Electronic Record and Signature Disclosure:Accepted: 11/21/2022 8:09:40 AMID: d8991784-b4534d04-abb4-7083a7ca528c Signer Events Antonio Puente, Jr antonio.puente@cityofdenton.com DME General Manager Security Level: Email, Account Authentication(None) Signature Timestamp Sent: 11/21/2022 8:19:37 AM Viewed : 11/21/2022 8:25:37 AM Signed: 11/21/2022 8:26:16 AM Signature Adoption: Pre-selected Style Using IP Address: 47.184.71.41 Signed using mobile Electronic Record and Signature Disclosure;Accepted: 11/21/2022 8:25:37 AMID: 51 1 f33a6-5491Jlf65-bfOc-1 63fc0430930 Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Completed Sent: 11/21/2022 8:26:22 AM Viewed: 12/14/2022 8:52:44 AM Signed: 12/14/2022 8:52:58 AMUsing IP Address: 198.49.140.10 Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 12/14/2022 8:53:03 AM Viewed: 12/14/2022 8:53:32 AM Signed: 12/14/2022 8:53:39 AM Signature Adoption: Pre-selected Style Using IP Address: 47.190.47.120 Signed using mobile Electronic Record and Signature Disclosure:Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication(None) 'DocuSlgned by:I RanR1el ' IC5CA8CSE 1 75493. Sent: 12/1 4/2022 8:53:44 AM Viewed: 12/1 4/2022 10:44:59 AM Signed: 12/14/2022 10:45:36 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 12/14/2022 10:44:59 AMID: d892a4eb-78b72leee-8657-8f283bOe2380 In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Status Timestamp Carbon Copy Events Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Timestamp Sent: 11/1 6/2022 4:58:32 PM Carbon Copy Events Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Status Timestamp Sent: 11/21/2022 8:26:22 AM Viewed: 11/21/2022 10:04:01 AM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 12/14/2022 10:45:40 AM Viewed: 12/14/2022 2:00:46 PM Cody Tenorio cody.tenorio@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Accepted: 12/1/2022 1:18:52 PMID: e48dcadc-6ceb47b54a5f-f652f9e1 941 a Sent: 12/14/2022 10:45:43 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 11/16/2022 4:57:21 PM 12/14/2022 10:44:59 AM 12/14/2022 10:45:36 AM 12/14/2022 10:45:43 AM Hashed/Encrypted Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Christopher C. Hueste, Antonio Puente, Jr., Rosa Rios, Cody Tenorio 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 ofthis 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. 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