23-946FILE REFERENCE FORM
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ORDINANCE NO. 23-946
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONALSERVICES AGREEMENT WITH BLACK & VEATCH CORPORATION, FOR SUBSTATION
DESIGN AND CAPITAL IMPROVEMENT PROJECTS REQUIRING PROFESSIONALENGINEERING SERVICES FOR DENTON MUNICIPAL ELECTRIC; PROVIDING FOR THE
EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ803 1-001 – PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES
AWARDED TO BLACK & VEATCH CORPORATION, IN THE NOT-TO-EXCEED AMOUNT
OF $4,244,870.84).
WHEREAS, on December 13, 2022, the City Council approved a prequalified list of state
certified engineers for substation and transmission line engineering for various projects for Denton
Municipal Electric (Ordinance 22-2483), 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 [Engineering functions]; 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 & Veatch Corporation, to provide professional design 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.
The motion to approvq this ordinance was made by CU, Tj ( Da hf and
secondedby 6,,.. J No JSp+L .Thisoas-dbythe following vote n -
Aye
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Nay Abstain Absent
Mayor Gerard Hudspeth:
Vicki Byrd, District 1 :
Brian Beck. District 2:
Paul Meltzer. District 3 :
Joe Holland. District 4:
Brandon Chase McGee, At Large Place 5 :
Chris Watts, At Large Place 6:
PASSED AND APPROVED this the t 6+- day,f A.y J 2023.
,<#Mt€£;„ ~„,**..
ATTEST:
JESUS SALAZAR, INTERIM CITY SECRETARY butt 111111/
DE-&' It_
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
Digitally signed by Marcella
DN: cn=Marcella Lunn, o.U
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City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 1 of 19
CITY OF DENTON, TEXAS
STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONAL
SERVICES
This AGREEMENT is between the City of Denton, a Texas home-rule municipality
("CITY"), and BLACK & VEATCH CORPORATION, with its corporate office at 11401
Lamar Avenue, Overland Park, KS 66021 and authorized to do business in Texas,
("ENGINEER"), for the PROJECTS generally described in the CITY Request for
Qualifications 8031 and more specifically in Attachment A (the "PROJECTS").
SECTION 1
Scope of Services
A. The CITY hereby agrees to retain the ENGINEER, and the ENGINEER hereby agrees
to perform, professional engineering services set forth in individual task orders (Task
Orders) further developed from the Scope of Services attached hereto as
Attachment A. These services shall be performed in connection with 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 resulting
from oral orders of any person.
SECTION 2
Compensation and Term of Agreement
A. The ENGINEER shall be compensated for all services provided pursuant to this
AGREEMENT in an amount not to exceed $4,244,870.84 in the manner and in
accordance with the fee schedule as set forth in Attachment A. Payment shall be
considered full compensation for all labor, materials, supplies, and equipment
necessary to complete the services described in Attachment A and the applicable
Task Order.
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 continue
for a period of three years which may reasonably be required for the completion of the
PROJECTS, until the expiration of the funds, or completion of the PROJECTS and
acceptance by the CITY, whichever occurs first. ENGINEER shall proceed diligently
with the PROJECTS to completion as described in the PROJECT schedule as set forth
in the applicable Task Order. The CITY may elect to renew this AGREEMENT for up
to six months.
SECTION 3
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Terms of Payment
Payments to the ENGINEER will be made as follows:
A. Invoice and Payment
(1) The Engineer shall provide the City sufficient documentation, including but not
limited to meeting the requirements set forth in the PROJECT schedule as set
forth in the applicable Task Order 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 particular
services are due and payable within 30 days of receipt by City.
(3) Upon completion of services enumerated in Section 1, the final payment of any
balance 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 will
be withheld from payment, and the undisputed portion will be paid. The CITY
will 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 in
good faith within 60 days of the amount due, the ENGINEER may, after giving 7
days' written notice to CITY, suspend services under this AGREEMENT until
paid in full. In the event of suspension of services, the ENGINEER shall have
no 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 under
this AGREEMENT, providing professional engineering consultation and advice and
furnishing 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 similar
circumstances and professional license; and
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(2) as expeditiously as is prudent considering the ordinary professional skill and
care of a competent engineer.
If during the one year period following completion of construction of the ENGINEER’s
designed systems and operation of the improvements ("Warranty Period"), it is shown
there is an error in the services caused solely by ENGINEER's failure to meet such
standards 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 sole
warranty and guarantee obligations and CITY's exclusive remedy in respect of quality of
the services. EXCEPT AS PROVIDED IN THIS ARTICLE, ENGINEER MAKES NO
OTHER WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, RELATING TO
ENGINEER’S SERVICES AND CONSULTANT DISCLAIMS ANY IMPLIED
WARRANTIES OR WARRANTIES IMPOSED BY LAW INCLUDING WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
C. Subsurface Investigations
(1) The ENGINEER shall advise the CITY with regard to the necessity for
subcontract work such as special surveys, tests, test borings, or other
subsurface investigations in connection with design and engineering work to be
performed hereunder. The ENGINEER shall also advise the CITY concerning
the results of same. Such surveys, tests, and investigations shall be furnished
by the CITY, unless otherwise specified in the applicable Task Order.
(2) In soils, foundation, groundwater, and other subsurface investigations, the
actual characteristics may vary significantly between successive test points and
sample 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 may
occur that could affect the total PROJECT cost and/or execution. These
conditions and cost/execution effects are not the responsibility of the
ENGINEER.
D. Preparation of Engineering Drawings
The ENGINEER will provide to the CITY the original drawings of all plans in ink on
reproducible 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 any
manner 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.
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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
its personnel in any way responsible for those duties that belong to the CITY
and/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 the
AGREEMENT Documents and any health or safety precautions required by
such construction work. The ENGINEER and its personnel have no authority to
exercise any control over any construction contractor or other entity or their
employees 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 in the
applicable Task Order, the ENGINEER or its personnel shall have no obligation
or responsibility to visit the construction site to become familiar with the
progress or quality of the completed work on the PROJECT or to determine, in
general, if the work on the PROJECT is being performed in a manner indicating
that the PROJECT, when completed, will be in accordance with the
AGREEMENT Documents, nor shall anything in the AGREEMENT Documents
or this AGREEMENT between CITY and ENGINEER be construed as requiring
ENGINEER to make exhaustive or continuous on-site inspections to discover
latent defects in the work or otherwise check the quality or quantity of the work
on the PROJECT. If the ENGINEER makes on-site observation(s) of a
deviation from the AGREEMENT Documents, the ENGINEER shall inform the
CITY.
(3) When professional certification of performance or characteristics of materials,
systems or equipment is reasonably required to perform the services set forth in
the Scope of Services, the ENGINEER shall be entitled to rely upon such
certification 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, and as further described in the
applicable Task Order.
(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; competitive
bidding procedures and market conditions; time or quality of performance by
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third parties; quality, type, management, or direction of operating personnel; and
other economic and operational factors that may materially affect the ultimate
PROJECT cost or schedule. Therefore, the ENGINEER makes no warranty
that the CITY's actual PROJECT costs, financial aspects, economic feasibility,
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 has
progressed to the point indicated. Such recommendations do not represent that
continuous 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 the
ENGINEER 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, or
encumbrances; 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 compiled
and furnished by others, and may not always represent the exact location, type of various
components, or exact manner in which the PROJECT was finally constructed. The
ENGINEER 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 after
final payment under this AGREEMENT, have access to and the right to
examine and photocopy any directly pertinent books, documents, papers and
records of the ENGINEER involving transactions relating to this AGREEMENT.
ENGINEER agrees that the CITY shall have access during normal working
hours to all necessary ENGINEER facilities and shall be provided adequate and
appropriate work space in order to conduct audits in compliance with the
provisions of this section. The CITY shall give ENGINEER reasonable advance
notice 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 CITY
shall, until the expiration of five (5) years after final payment under the
subcontract, have access to and the right to examine and photocopy any
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directly 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
compliance with the provisions of this section together with subsection (3)
hereof. CITY shall give subconsultant reasonable advance notice of intended
audits.
(3) ENGINEER and subconsultant agree to photocopy such documents as may be
requested 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, commercial
umbrella 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 General
Liability insurance contains a general aggregate limit, it shall apply
separately to this PROJECT or location.
i. The CITY shall be included as an additional insured with all rights
of defense under the CGL, using ISO additional insured
endorsement or a substitute providing equivalent coverage, and
under the commercial umbrella, if any. This insurance shall apply
as primary insurance with respect to any other insurance or self-
insurance programs afforded to the CITY. The Commercial
General Liability insurance policy shall have no exclusions or
endorsements that would alter or nullify: premises/operations,
products/completed operations, contractual, personal injury, or
advertising 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 the
extent these damages are covered by the commercial general
liability or commercial umbrella liability insurance maintained in
accordance with this AGREEMENT.
b. Business Auto – the ENGINEER shall maintain business auto liability
and, if necessary, commercial umbrella liability insurance with a limit of
not less than $1,000,000 each accident. Such insurance shall cover
liability arising out of “any auto”, including owned, hired, and non-owned
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autos, when said vehicle is used in the course of the PROJECT. If the
engineer owns no vehicles, coverage for hired or non-owned is
acceptable.
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 the business auto liability or
commercial umbrella liability insurance obtained by ENGINEER
pursuant 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 and
employer’s liability or commercial umbrella insurance obtained by
ENGINEER pursuant to this AGREEMENT.
d. Professional Liability – ENGINEER shall maintain professional liability, a
claims-made policy, with a minimum of $1,000,000.00 per claim and
aggregate. 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 years
following the completion of the AGREEMENT. An annual certificate of
insurance specifically referencing this PROJECT shall be submitted to
the 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 its
execution.
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 contracted
services.
c. Certificate(s) of insurance shall document that insurance coverage
specified in this AGREEMENT are provided under applicable policies
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documented thereon.
d. Any failure on part of the CITY to attach the required insurance
documentation hereto shall not constitute a waiver of the insurance
requirements.
e. A minimum of thirty (30) days notice of cancellation or material change in
coverage 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 sent
to the respective Department Director (by name), City of Denton, 901
Texas 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 strength
and 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 by
the CITY in writing, if coverage is not provided on a first-dollar basis. The
CITY, at it sole discretion, may consent to alternative coverage
maintained through insurance pools or risk retention groups. Dedicated
financial resources or letters of credit may also be acceptable to the
CITY.
h. Applicable policies shall each be endorsed with a waiver of subrogation
in favor of the CITY as respects the PROJECT.
i. The CITY shall be entitled, upon its request and without incurring
expense, to review the ENGINEER's insurance policies including
endorsements 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 a
claims-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 or
changes from date of commencement of the PROJECT until final
payment and termination of any coverage required to be maintained after
final payments.
l. The CITY shall not be responsible for the direct payment of any
insurance premiums required by this AGREEMENT.
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m. Sub consultants and subcontractors to/of the ENGINEER shall be
required by the ENGINEER to maintain the same or reasonably
equivalent insurance coverage as required for the ENGINEER. When
sub consultants/subcontractors maintain insurance coverage,
ENGINEER shall provide CITY with documentation thereof on a
certificate of insurance.
K. Independent Consultant
The ENGINEER agrees to perform all services as an independent consultant and not as a
subcontractor, agent, or employee of the CITY. The doctrine of respondeat superior
shall 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 financial
interest, direct or indirect, in property abutting the proposed PROJECT and business
relationships with abutting property cities. The ENGINEER further acknowledges that it will
make disclosure in writing of any conflicts of interest that develop subsequent to the
signing 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 may
request the ENGINEER to assist in obtaining the services of a qualified
subcontractor 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 have
been 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 design
changes 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 this
AGREEMENT which the ENGINEER could not have been reasonably aware of, the
ENGINEER shall notify the CITY of such changes and an adjustment in compensation will
be made through an amendment to this AGREEMENT.
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O. Schedule
ENGINEER shall manage the PROJECTS in accordance with the schedule developed per
the applicable Task Order to this AGREEMENT.
P. Equal Opportunity
(1) Equal Employment Opportunity: ENGINEER and ENGINEER’s agents
shall not 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 employment
practice 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 the
ENGINEER'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 the
CITY's facilities as may be required in connection with the ENGINEER's services. The
CITY 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 federal
authorities; and land, easements, rights-of-way, and access necessary for the
ENGINEER's services or PROJECT construction.
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D. Timely Review
The CITY will examine the ENGINEER's studies, reports, sketches, drawings,
specifications, proposals, and other documents; obtain advice of an attorney, insurance
counselor, 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
manner in accordance with the PROJECT schedule prepared in accordance with the
applicable Task Order.
E. Prompt Notice
The CITY will give prompt written notice to the ENGINEER whenever CITY observes or
becomes 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 containing
materials, or conditions, and that ENGINEER had no prior role in the
generation, treatment, storage, or disposition of such materials. In
consideration of the associated risks that may give rise to claims by third
parties or employees of City, City hereby releases ENGINEER from any
damage or liability related to the presence of such materials. Anything
herein to the contrary notwithstanding, title to, ownership of, and legal
responsibility and liability for any and all such hazardous materials shall at all
times remain with the CITY .
(2) The release required above shall not apply in the event the discharge, release
or escape of hazardous substances, contaminants, or asbestos is a result of
ENGINEER’s sole negligence or if ENGINEER brings such hazardous
substance, 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 materials
suppliers on the PROJECT, or their sureties, shall maintain no
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direct action against the ENGINEER, its officers, employees, and
subcontractors, for any claim arising out of, in connection with, or
resulting from the engineering services performed. Only the CITY
will be the beneficiary of any undertaking by the ENGINEER."
(2) This AGREEMENT gives no rights or benefits to anyone other than the CITY
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 or
person regarding the PROJECT a provision that such entity or person shall
have no third-party beneficiary rights under this AGREEMENT.
(4) Nothing contained in this Section H. shall be construed as a waiver of any right
the CITY has to bring a claim against ENGINEER.
I. CITY's Insurance
(1) The CITY may maintain property insurance on certain pre-existing structures
associated with the PROJECT.
(2) The CITY may secure Builders Risk/Installation insurance at the replacement
cost 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 requested
assistance 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, this
AGREEMENT 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 this
AGREEMENT. If such changes affect the ENGINEER's cost of or time required for
performance of the services, an equitable adjustment will be made through an amendment
to 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 and
regulatory sanctions; and claims of customers for such damages; or, any special,
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consequential, incidental, indirect or exemplary damages. Property damage and
bodily injury are not considered to be special, consequential, incidental, indirect or
exemplary damages.
B. To the fullest extent permitted by law, and notwithstanding any other
provision of this Agreement, the total liability, in the aggregate, of ENGINEER and
ENGINEER's officers, directors, members, partners, agents, employees, and
consultants, to CITY and anyone claiming by, through, or under CITY for any
and all claims, losses, costs, or damages whatsoever arising out of, resulting
from, or in any way related to the Project or the Agreement from any cause or
causes, including but not limited to professional errors or omissions, strict
liability, breach of contract, indemnity obligations, or warranty express or implied of
ENGINEER 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 a
written Notice to Proceed from the CITY.
B. Reuse of Project Documents
All designs, drawings, specifications, documents, and other work products of the
ENGINEER, 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 by
the CITY or by others acting through or on behalf of the CITY of any such instruments of
service 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 of
God, 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 or any Task Order issued hereunder may be terminated:
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a. by the City for its convenience upon 30 days' written notice to
ENGINEER.
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
nonperforming party does not commence correction of such
nonperformance 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, the
ENGINEER 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 the
CITY 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 the
convenience of the CITY. In the event of such suspension, delay, or interruption, an
equitable adjustment in the PROJECT's schedule, commitment and cost of the
ENGINEER's personnel and subcontractors, and ENGINEER's compensation will be
made.
F. Indemnification
IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904,
THE ENGINEER SHALL INDEMNIFY OR HOLD HARMLESS THE CITY AGAINST
LIABILITY FOR ANY DAMAGE COMMITTED BY THE ENGINEER OR ENGINEER’S
AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH
THE ENGINEER EXERCISES CONTROL TO THE EXTENT THAT THE DAMAGE IS
CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL
TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A
SUBCONTRACTOR OR SUPPLIER. CITY IS ENTITLED TO RECOVER ITS
REASONABLE ATTORNEY’S FEES IN PROPORTION TO THE ENGINEER’S
LIABILITY.
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G. Assignment
Neither party shall assign all or any part of this AGREEMENT without the prior written
consent of the other party.
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 any
litigation related to this AGREEMENT shall be Denton County, Texas.
I. 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 unenforceability
will not affect any other provision, and this AGREEMENT shall be construed as if such
invalid, illegal, or unenforceable provision had never been contained herein. Sections 5.F.,
6.B., 6.D., 6.F., 6.H., and 6.I. 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 and
regulations and with all City ordinances and regulations which in any way affect this
AGREEMENT 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 bodies
having jurisdiction or authority for such enactment. No plea of misunderstanding or
ignorance thereof shall be considered. ENGINEER AGREES TO DEFEND, INDEMNIFY
AND HOLD HARMLESS CITY AND ALL OF ITS OFFICERS, AGENTS AND
EMPLOYEES 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 who
perform work under this AGREEMENT, including completing the Employment Eligibility
Verification Form (I-9). Upon request by CITY, ENGINEER shall provide CITY with
copies of all I-9 forms and supporting eligibility documentation for each employee who
performs 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 perform
such services. ENGINEER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH 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 by
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ENGINEER.
L. Prohibition On Contracts With Companies Boycotting Israel
Engineer acknowledges that in accordance with Chapter 2271 of the Texas
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 company
that 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 to
those terms in Section 808.001 of the Texas Government Code. By signing this
agreement, Engineer certifies that Engineer’s signature provides written
verification to the City that Engineer: (1) does not boycott Israel; and (2) will not
boycott Israel during the term of the agreement. Failure to meet or maintain the
requirements under this provision will be considered a material breach.
M. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or
a 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 provides
written 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 to
receive payments under this agreement by doing business with Iran, Sudan, or a
foreign terrorist organization. Failure to meet or maintain the requirements under this
provision will be considered a material breach.
N. Prohibition on Contracts with Companies Boycotting Certain Energy
Companies
Engineer acknowledges that in accordance with Chapter 2274 of the Texas
Government Code, City is prohibited from entering into a contract with a company for
goods or services unless the contract contains written verification from the company
that 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 the
Texas Government Code. By signing this agreement, Engineer certifies that
Engineer’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 requirements
under this provision will be considered a material breach.
O. Prohibition on Contracts with Companies Boycotting Certain Firearm Entities
and Firearm Trade Associations
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Engineer acknowledges that in accordance with Chapter 2274 of the Texas
Government Code, City is prohibited from entering into a contract with a company for
goods or services unless the contract contains written verification from the company
that it (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate during
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 Chapter
2274 of the Texas Government Code. By signing this agreement, Engineer certifies
that Engineer’s signature provides written verification to the City that Engineer:
(1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade
association. Failure to meet or maintain the requirements under this provision will be
considered a material breach.
P. Termination Right for Contracts with Companies Doing Business with Certain
Foreign-Owned Companies
The City of Denton may terminate this Contract immediately without any further liability
if 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 by
or the majority of stock or other ownership interest of the company is held or controlled
by 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, or
other 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 is
involved in the development, evaluation, or decision-making process of the performance
of any solicitation shall have a financial interest, direct or indirect, in the Contract
resulting 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 this
provision, with the knowledge, expressed or implied, of the Contractor shall render the
Contract voidable by the City. The Contractor shall complete and submit the City’s
Conflict 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 be
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executed 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 the
same instrument. The following attachments are hereby made a part of this
AGREEMENT:
Attachment A - DME Substation Engineering Services 2023 – 2025: Scope of
Work, Cost Estimate, Billing Rates and Expense Schedule
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 in
any of the provisions of the AGREEMENT documents, the inconsistency or conflict shall
be resolved by giving precedence first to the written AGREEMENT then to the
AGREEMENT documents in the order in which they are listed above.
The parties agree to transact business electronically. Any statutory requirements that
certain terms be in writing will be satisfied using electronic documents and signing.
Electronic signing of this document will be deemed an original for all legal purposes.
Duly executed by each party’s designated representative to be effective on
_____________________________.
BY:
CITY OF DENTON, TEXAS
BY:
ENGINEER
Sara Hensley, City Manager
Black & Veatch Corporation
Name: Christopher C. Hueste_____
Title:_Associate Vice President_____
Date: ____________________________
___2023-_________________________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
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1005790
4/11/2023
City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 19 of 19
ATTEST:
JESUS SALAZAR, INTERIM CITY
SECRETARY
BY: _______________________________
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational
obligations and business terms.
_________________________
Signature
_________________________
Title
_________________________
Department
Date Signed: ______________
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY: _______________________________
DocuSign Envelope ID: DDC0B2BB-001B-4C51-880E-297B07B8F6CE
Electric
DME General Manager
4/11/2023
BV.COM BLACK & VEATCH | TABLE OF CONTENTS i
Table of Contents
1.0 SCOPE OF WORK ................................................................................................. 2
General Clarifications ............................................................................................................... 4
2.0 COST ESTIMATE ................................................................................................... 5
Engineering Cost Estimate ........................................................................................................ 5
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BV.COM BLACK & VEATCH | 1.0 SCOPE OF WORK 2
1.0 Scope of Work
The purpose of this document is to define the scope of work for a Professional Services Agreement
between Black & Veatch and Denton Municipal Electric (DME) for substation design and general
engineering services requested by DME. The services are intended to cover a minimum of three years
(January 2023 – December 2025) and a maximum of five years (Extension of period to December 2027) of
support and will include but not be limited to substation physical and structural designs, protective relay
and control systems designs, preparation and review of protective relay settings, technical and
engineering consultation, technical operations consultation, development of NERC, ERCOT, and TRE
compliance studies and reports, and other engineering and operational support tasks as requested by
DME. Descriptions of these services will be expanded in the following sections.
25kV Transformer Additions
This task will include designing and providing Construction and As-Built Drawings for Electrical, Structural,
Foundation, Conduit, Grounding, Lightning Protection, and System Protection (including settings) for
installation of (1) 25kV substation power transformer and associated air insulated distribution lineups
including 1 main, 4 feeders, and 1 tie breaker at two different substation sites. The initial plan is for
additions to take place at RD Wells and Masch Branch. Site grading and related civil scope will be
performed by others if needed. The estimated cost includes design of air insulated distribution structures
and foundations and also creation of design modules to be used for future projects. New relaying and
protection equipment will be designed for installation in the control enclosure to replace protection
equipment previously housed in the legacy switchgear building standard.
Bonnie Brae Substation
This task will include designing and providing Construction and As-Built Drawings for Electrical, Structural,
Grounding, and System Protection (including settings) for replacement of all 2000A breakers, switches,
bus, and jumpers with 3000A rated equipment. The estimated cost is based on 3 Breaker Substation
Topology per Bonnie Brae layout provided by DME.
Brinker Substation Battery Storage
This task will include designing and providing Construction and As-Built Drawings for Electrical, Structural,
Conduit, Grounding, Lightning Protection, and System Protection (including settings) for installation of
one new 138kV transmission line bay inside Brinker Substation to serve a battery storage center. Site
grading and related civil scope will be performed by others if needed.
Brinker Substation Phase 2
This task will include designing and providing Construction and As-Built Drawings for Electrical, Structural,
Conduit, Grounding, Lightning Protection, and System Protection (including settings) for installation of (2)
distribution switchgear buildings and (2) 25MVA transformers. Site grading and related civil scope will be
performed by others if needed.
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BV.COM BLACK & VEATCH | 1.0 SCOPE OF WORK 3
Denton West Breaker Replacement
This task will include designing and providing Construction and As-Built Drawings for Electrical, Conduit,
Grounding, and System Protection (including settings) for replacement of three 138kV breakers.
Miscellaneous Substation Design and Analysis
Acting as a general design consultant, tasks are to include but not be limited to supplying DME with
conceptual plans for new substation sites, providing preliminary analysis and recommendations for
substation layouts, breaker replacements, communication system modifications, relay replacements and
upgrades, panel replacements and additions, and additional support as requested by DME to provide
general compliance and operational support. This portion of the work will also include answering any non-
project specific questions that may arise over the course of the project, and attending any necessary
meetings.
NERC/ERCOT/TRE Compliance Support
This task will include periodically updating the DME transmission system model, updating the relay
coordination study, updating the relay loadability study, and completing other documents and studies
required for compliance. Lastly, the work will include aiding in the completion of any NERC, ERCOT, or
Texas Reliability Entity compliance documentation that may arise related to DME’s power system.
Relay coordination studies will include setting review and coordination for transmission line relays,
breaker failure relays, autotransformer relays, bus relays, distribution circuit relays, and any other DME
owned protective relay system or related equipment. Coordination recommendations will include relays
that cover assets that are connected to neighboring utilities. The process, format, and deliverables for
the coordination studies will follow what has been set forth on previous studies and may be adjusted to
meet the requirements that DME must address. The estimated costs includes support of two (2) relay
coordination studies.
RD Wells 4000A Upgrade
This task will include designing and providing Construction and As-Built Drawings for Electrical, Structural,
Grounding, and System Protection (including settings) for replacement of all 2000A breakers, switches,
bus, and jumpers with 4000A rated equipment. Estimated costs based on 8 Breaker Ring Substation
Topology provided by DME in layout document, RD Wells Site Plan 2019.
RTU Replacement Upgrade
This task will include designing and providing Construction and As-Built Drawings for Electrical and System
Protection for RTU designs for two Substations.
Spencer Switch Retirement
This task will include designing and providing Construction and As-Built Drawings for Electrical and System
Protection (including settings) support for removal and relocation of one transmission line relay panel
from Spencer Switch to Spencer Generation.
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BV.COM BLACK & VEATCH | 1.0 SCOPE OF WORK 4
Underwood Substation Design Project
This task will include designing and providing Construction and As-Built Drawings for Electrical, Structural,
Foundation, Conduit, Grounding, Lightning Protection, and System Protection (including settings) for the
new Underwood Substation. Substation will be a 138kV 8 breaker ring configuration with initial
construction of two 138kV transmission line bays and two 50MVA transformers with two air insulated
distribution lineups including 1 main, 4 feeders, and 1 tie breaker. Site grading and related civil scope will
be performed by others. The estimated cost is based on DME provided layout, Underwood Option B-
REV3. The estimate also includes design of air insulated distribution structures and foundations and
creation of design modules to be used for future projects, creation of new specifications as required, as
well as initial development of a plan for 61850 integration at the site. Full integration of 61850 is included
as a separate line item.
HMI Integration
This task will include designing and providing Construction and As-Built Packages including programming
files and general support for HMI integration and upgrades across DME’s system.
61850 Integration
This task will include designing and providing Standard Drawings for Electrical and System Protection
(including settings and programming files) support for 61850 integration and implementation on the
Underwood Substation Project.
Relay Settings Consultation
Acting as a general design consultant, this portion of the work will include answering any non-project
specific relay setting questions that may arise and attending any necessary meetings. Additional tasks to
include but not be limited to supplying DME with relay setting and philosophy training, relay setting
assistance, relay design and setting consultation, relay design and setting technical review, CIP support, and
additional support as requested by DME to provide general compliance and operational support.
Relay Replacement/Upgrade at Various Sites
This task will include designing and providing Construction and As-Built Drawings for Electrical and System
Protection (including settings) support for relay replacements and upgrades across DME’s system. Tasks
are to include but not be limited to individual relay replacement on existing panels, addition of new
panels, and replacement of existing panels.
GENERAL CLARIFICATIONS
• Black & Veatch’s estimate is based on the high level scope descriptions as provided previously in
this document.
• Estimate is to cover DME requested services from January 2023 to December 2025 with an
option to extend to December 2027.
• 2023 rates are assumed for the estimates.
• Black & Veatch will provide detailed proposals and estimates for projects when they are assigned
during the period covered by the Purchase Order. Black & Veatch will proceed with work upon
receipt of email approval of project specific estimate by DME.
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BV.COM BLACK & VEATCH | APPENDIX A. 2023 BILLING RATES AND EXPENSE SCHEDULE 6
Appendix A. 2023 Billing Rates and
Expense Schedule
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Home Office Consulting Engineering Services
Salary Plan/Description/Grade/Hourly Billing Rate ($USD)
Black & Veatch
Billing Rates and Expense Schedule
for
Calendar Year 2023
LING RATES (see Client Billings and Notes)
2. This Rate Sheet contains information that may be privileged, confidential and exempt from disclosure under applicable law. Any unauthorized
disclosure, copying, or distribution of this document or any of its contents is prohibited.
4. Cost of 3rd party services and for non-customary office costs such as production printing will be billed at actual cost plus 12%.
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.
2. Typical and customary home office expenses, including computer related expenses (network server charges, PC usage charges, software and design
application charges, printing, plotting, and server storage), reprographic services, document production, fax, telephone, postage/courier, etc. will be
billed at a rate of $8.00 per hour of direct billed labor.
3. Expenses for travel and lodging will be billed at actual cost. These expenses include cost such as air-fare, personal mileage, lodging, meals, motor
vehicles rental, telephone, special rental equipment, etc.
1. Billing rates are subject to annual adjustment on each January 1.
7. Any other professionals not specifically identified above will be placed in the most appropriate category above based on function and experience.
Client Billings: Client shall pay to Engineer for the performance of the Services the sum of the following amounts unless the compensation is
otherwise stated in the specific task assignment.
1. Labor cost will be billed as actual hours charged to this project by Black & Veatch personnel and in accordance with the rates above.
Notes:
6. 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
to this project by Black & Veatch personnel in accordance with the rate sheet plus 50%.
Page 3 2/27/2023
2023 Home Office Rates - File:13.50
Copyright Black & Veatch 2023.
All Rights Reserved.
City of Denton / DME
DocuSign Envelope ID: DDC0B2BB-001B-4C51-880E-297B07B8F6CE
Certificate Of Completion
Envelope Id: DDC0B2BB001B4C51880E297B07B8F6CE Status: Sent
Subject: Please DocuSign: City Council Contract 8031-001 Substation Design and General Services
Source Envelope:
Document Pages: 30 Signatures: 3 Envelope Originator:
Certificate Pages: 6 Initials: 1 Christa Christian
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Christa.Christian@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
4/10/2023 4:23:55 PM
Holder: Christa Christian
Christa.Christian@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Christa Christian
christa.christian@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 4/10/2023 4:28:34 PM
Viewed: 4/10/2023 4:28:43 PM
Signed: 4/10/2023 4:28:51 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 4/10/2023 4:28:53 PM
Viewed: 4/10/2023 4:40:00 PM
Signed: 4/10/2023 4:43:48 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Mack Reinwand City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 4/10/2023 4:43:50 PM
Viewed: 4/10/2023 4:44:26 PM
Signed: 4/10/2023 5:07:54 PM
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)
Signature Adoption: Pre-selected Style
Using IP Address: 165.225.216.193
Sent: 4/10/2023 5:07:57 PM
Viewed: 4/11/2023 1:37:33 PM
Signed: 4/11/2023 3:07:24 PM
Electronic Record and Signature Disclosure:
Accepted: 4/11/2023 1:37:33 PM
ID: 3414c730-7442-43cd-94bb-11053aa5ae1b
Signer Events Signature Timestamp
Antonio Puente
Antonio.Puente@cityofdenton.com
DME General Manager
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 4/11/2023 3:07:27 PM
Viewed: 4/11/2023 3:10:49 PM
Signed: 4/11/2023 3:11:22 PM
Electronic Record and Signature Disclosure:
Accepted: 4/11/2023 3:10:49 PM
ID: 74742dd1-365a-4839-9d99-8417595fc864
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/11/2023 3:11:26 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
sara.hensley@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
JESUS SALAZAR
jesus.salazar@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 4/7/2023 3:44:53 PM
ID: 7c129f65-5772-4d94-b698-f9c48c62f3e7
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/10/2023 4:28:53 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/11/2023 3:11:25 PM
Viewed: 4/11/2023 3:11:53 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Mark Zimmerer
mark.zimmerer@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 4/2/2023 6:00:32 PM
ID: 72187203-7be4-44ba-9f04-051bb0402cf3
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/10/2023 4:28:34 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Christopher C. Hueste, Antonio Puente, JESUS SALAZAR, Mark Zimmerer
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.