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23-1331FILE REFERENCE FORM 1 23- )33 1 X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILE(S)Date Initials Z '( BB ORDINANCE NO. 23-133 1 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONALSERVICES AGREEMENT WITH POWER ENGINEERS, INC., FOR ENGINEERING SERVICESASSOCIATED WITH CAPITAL IMPROVEMENT PROJECTS FOR DENTON MUNICIPALELECTRIC; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ 8031-o03 – PROFESSIONAL SERVICESAGREEMENT FOR ENGINEERING SERVICES AWARDED TO POWER ENGINEERS, rNC.. IN THE NOT-TO-EXCEED AMOUNT OF $2,700,000.00). 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 Power Engineers, Inc., 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 byreference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by BFI' on Bed< and seconded by $rMtMn fhM HCM . This ordinance was passed and approved by the following vote Aye 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: b/ t/ r 1/ t/ \/ PASSED AND APPROVED this the \gb day of £GAvif#tAGTH,MAYOR ATTEST: JESUS SALAZAR, INTERIM CITY SECRETARY A\111111111 APPROVED AS TO LEGAL FORM:MACK REINWAND, CITY ATTORNEY Digitally signed byMarcella Lunn DN: cn=Marcella Lunn, o, BY: – WInLaid ofdenton.com, c=USDate: 2023.06.29 20:01 :10 AJU®::,=:!,=,:SLtF,nin@,ity -05'OO' I DocuSign Envelope ID: A864C859-E1504D96-9B49-DBAE4073FDBI DENTON Docusign City Council Transmittal Coversheet PSA 1 8031-o03 File Name I Power EngIneers, PSA - CIP Projects P,r,h„ingC,nt„t ch'i;t; c h'i'ti’- City C,„,iI T,rg,t D,t, J --Y 18’ 2023 App1 i cab1 ePiggy Back Option NOt Contract Expiration Ordinance N/A 23-1331 DocuSign Envelope ID: A864C859-E1502tD96-9B49-DBAE4073FDBI CITY OF DENTON, TEXAS STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONALSERVICES (8031-003 VARIOUS CIP PROJECTS) This AGREEMENT is between the City of Denton, a Texas home-rule municipality("CITY"), and Power Engineers, Inc., with its corporate office at 3940 Glenbrook Drive, Hailey, ID 83333 and authorized to do business in Texas, ("ENGINEER"), for a PROJECTgenerally described as: Various CIP Projects. 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 Workattached 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/orsuppliers 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 $2,700,000.00 in the manner and in accordance with the fee schedule as set forth in Attachment B. Payment shall beconsidered full compensation for all labor, materials, supplies, and equipment necessary to complete 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 City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 1 of 22 DocuSign Envelope ID: A864C859-E1504D96-9B49-DBAE4073FDBI 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 notlimited to meeting the requirements set forth in the PROJECT schedule as setforth in Attachment A to reasonably substantiate the invoices. (2) The ENGINEER will issue monthly invoices for all work performed under thisAGREEMENT. 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 in good 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 have no liability to CITY for delays or damages caused the CITY because of suchsuspension 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 andfurnishing customary services incidental thereto. B. Standard of Care The ENGINEER shall perform its services: City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 2 of 22 DocuSign Envelope ID: A8MIC859-E150=ID96-9B49-DBAE4073FDBI (1) with the professional skill and care ordinarily provided by competent engineerspracticing in the same or similar locality and under the same or similar circumstances and professional license; and (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer. 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 be performed hereunder. The ENGINEER shall also advise the CITY concerningthe results of same. Such surveys, tests, and investigations shall be furnished by the CITY, unless otherwise specified in Attachment A. (2) in soils, foundation, groundwater, and other subsurface investigations, theactual 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. The tangible work product, including but not limited to requirements documents, reports, code, or other deliverables (the “Deliverables”) first developed, created,or produced by ENGINEER and required to be delivered to CITY pursuant to this AGREEMENT shall become the property of CITY upon the later of: i) delivery ofsuch Deliverables to CITY or, ii.) receipt of payment by ENGINEER for theDeliverables. Notwithstanding the above, ENGINEER shall have unlimited rights in such Deliverables, to the extent such Deliverables do not contain theproprietary information of CITY, which rights shall include the right to use,duplicate or disclose the Deliverables in whole or in part, in any manner and forany purpose whatsoever, and to permit others to do so. All information and material which is owned by ENGINEER and used by ENGINEER in theperformance of this AGREEMENT shall remain the exclusive property of City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 3 of 22 DocuSign Envelope ID: A864C859-E150zID96-9B49-DBAE4073FDBI ENGINEER whether or not such information or material was incorporated in,adapted for use in, or used to produce any Deliverables delivered under thisAGREEMENT, unless otherwise specified in an individual Task Order. 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 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, andresponsibilities, 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 to exercise 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 progress or 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 thisAGREEMENT 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 workon the PROJECT. If the ENGINEER makes on-site observation(s) of a deviation 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 currentavailable information at the time of preparation, in accordance with City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 4 of 22 DocuSign Envelope ID: A8@lC859-E150J+D96-9B49-DBAE4073FDBI Attachment 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; competitive bidding procedures and market conditions; time or quality of performance bythird 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 warrantythat 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 progresspayments 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 thatthe 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. The ENGINEER is not responsible for any errors or omissions in the information from othersthat 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 working hours to all necessary ENGINEER facilities and shall be provided adequate and City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 5 of 22 DocuSign Envelope ID: A864C859-E1504D96-9B49-DBAE4073FDBI appropriate 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 agreementshereunder 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 suk)consultant facilities, and shall beprovided 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 intendedaudits (3) ENGINEER and subconsultant agree to photocopy such documents as may be requested by the CITY. The CITY agrees to reimburse ENGINEER for the costof 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 $1,000,000.00 per each occurrence with a $2,000,000.00 aggregate. If such Commercial General Liability insurancecontains a general aggregate limit, it shall apply separately to thisPROJECT or location. 1.The CITY shall be included as an additional insured with all rightsof defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, andunder 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 CommercialGeneral 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, City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 6 of 22 DocuSign Envelope ID: A8@lC859-E1504D96-9B49-DBAE4073FDBI 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 of$1,000,000 each accident. Such insurance shall cover liability arising out of “any auto”, including owned, hired, and nonowned autos, when saidvehicle is used in the course of the PROJECT. If the engineer owns novehicles, coverage for hired or non-owned is acceptable. 1.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 orcommercial 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 $100,000.00 eachaccident for bodily injury by accident or $100,000.00 each employee forbodily 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 theextent these damages are covered by workers compensation and employer’s liability or commercial umbrella insurance obtained byENGINEER 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 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 services provided. An annual certificate ofinsurance specifically referencing this PROJECT shall be submitted tothe CITY for each year following completion services. (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 City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 7 of 22 DocuSign Envelope ID: A864C859-E1504D96-9B49-DBAE4073FDBI execution . b Applicable policies shall be endorsed to name the CITY an Additional Insured thereon, subject to any defense provided by the policy, as itsinterests 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 coveragespecified in this AGREEMENT are provided under applicable policiesdocumented thereon. d. Any failure on part of the CITY to attach the required insurancedocumentation 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 beacceptable 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 thatwould 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. TheCITY, at it sole discretion, may consent to alternative coverage maintained 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 subrogation in favor of the CITY as respects the PROJECT. i.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. J.Coverages, whether written on an occurrence or claims-made basis, City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 8 of 22 DocuSign Envelope ID: A864C859-E1504D96-9B49-DBAE4073FDBI 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. k. The CITY shall not be responsible for the direct payment of anyinsurance premiums required by this AGREEMENT. I 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 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 a subcontractor, 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 PROJECTto 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 have City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 9 of 22 DocuSign Envelope ID: A864C859-E150zID96-9B49-DBAE4073FDBI 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 designcriteria 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 perAttachment A to this AGREEMENT. P. Equal Opportunity (1) Equal Employment Opportunity: ENGINEER and ENGINEER’s agents shall engage in any discriminatory employment practice. No person shall, onthe grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjectedto 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. Q. Dispute Resolution The Parties shall attempt in good faith to resolve any dispute arising out of or relating to these Terms, or any breach hereof or any Services performedhereunder, promptly by negotiation between executives who have authority to settle the controversy. Any Party may give the other Party written notice of anydispute not resolved during the normal course of business. Within thirty (30) daysafter delivery of the initial notice, the executives of both Parties shall meet at amutually acceptable time and place and use good faith efforts to resolve thedispute. If the dispute is not then resolved, either Party may give the other writtennotice that these executive negotiations are concluded. As allowed by the laws ofthe State of Texas and without waiving any applicable immunity, negotiations pursuant to this Section shall be confidential and shall be treated as compromise and settlement negotiations for purposes of law and rules of evidence. Timerequirements herein may be modified upon mutual written consent of the Parties. In the event that the Parties are unable to settle the dispute through direct negotiations as set forth above, all remaining controversies or claims shall thenbe submitted to mediation within ten (10) days from written notice of concludednegotiations and following the Commercial Mediation Rules published by the City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 10 of 22 DocuSign Envelope ID: A864C859-E150zID96-9B49-DBAE4073FDBI American Arbitration Association. Unless the Parties agree otherwise, mediationshall be held in Denton County, Texas. This agreement to mediate and any other agreement or consent to mediate entered into in accordance with this Agreementshall be specifically enforceable under the prevailing law of any court havingjurisdiction . Notice of the demand for mediation shall be filed in writing with the other Party tothis Agreement. The demand for mediation shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall it be made after the date when institution of legal or equitableproceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. The Parties shall mutually agreeon any such mediator and share equally the costs and fees of the mediator. EachParty shall pay its own costs and attorneys’ fees incurred in mediation or anysubsequent litigation R. Limitation of Liability Notwithstanding any other provision of this AGREEMENT to the contrary, theliability of either party and to all entities having contractual relations with either party in connection with this AGREEMENT, for any claim whatsoever related tothis AGREEMENT, including any cause of action in contract, tort or strict liability,and including any obligations to indemnify the other party as set forth in thisAGREEMENT, shall not exceed the value of the total compensation received byENGINEER under this AGREEMENT. Neither ENGINEER/CITY nor either party’s suppliers, agents, officers, and directors shall have any liability regardless of the theory of recovery, includingbreach of contract or negligence, to the other party or any other person or entityfor any indirect, incidental, special, or consequential damages, cost or expensewhatsoever, including but not limited to loss of revenue or profit, whether actualor anticipated, loss of use, failure to realize anticipated savings, loss of ordamage to data or other commercial or economic loss. This waiver of consequential damages is made regardless that (i) either party has been advisedof the possibility of such damages and (ii) that such damages may beforeseeable. S.Warranties Within thirty (30) days from the date of providing any service hereunder, shouldsuch service be found to be defective by the CITY, CITY shall identify the natureof such deficiency in writing and ENGINEER shall have thirty (30) days from the date of receipt of such notice to correct, re-perform or replace the defectiveservices or item . City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 1 1 of 22 DocuSign Envelope ID: A864C859-E1504D96-9B49-DBAE4073FDBI SECTION 5 Obligations of the City A. City-Furnished Data ENGINEER may rely upon the accuracy, timeliness, and completeness of the informationprovided 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, andpay 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 timelymanner 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 or becomes aware of any development that affects the scope or timing of the ENGINEER'sservices or of any defect in the work of the ENGINEER or construction contractors. F. Asbestos or Hazardous Substances Release. City of Denton. TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 12 of 22 DocuSign Envelope ID: A8@lC859-E150J+D96.9B49-DBAE4073FDBI (1) CITY acknowledges ENGINEER will perform part of the work at CITY'sfacilities 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. (2) The release required above shall not apply in the event the discharge, releaseor escape of hazardous substances, contaminants, or asbestos is a result of ENGINEER’s 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 forcontractor 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 withconstruction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materials suppliers on the PROJECT, or their sureties, shall maintain nodirect 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 CITYand 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. I. CITYs Insurance City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 13 of 22 DocuSign Envelope ID: A864C859-E1504D96-9B49-DBAE4073FDBI (1) The CITY may maintain property insurance on certain preexisting structuresassociated with the PROJECT. (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 for performance of the services, an equitable adjustment will be made through an amendmentto this AGREEMENT with appropriate CITY approval. 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 the ENGINEER, whether in hard copy or in electronic form, are instruments of service for thisPROJECT, 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 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. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 14 of 22 DocuSign Envelope ID: A864C859-E1504D96-9B49-DBAE4073FDBI 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 ENGINEERthat 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 thenonperforming party does not commence correction of such nonperformance within 5 days’ written notice or thereafter fails todiligently 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 otherdata 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 approvalwill 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, anequitable adjustment in the PROJECT's schedule, commitment and cost of the ENGINEER's personnel and subcontractors, and ENGINEER's compensation will bemade City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 15 of 22 DocuSign Envelope ID: A864C859-E1504D96-9B49-DBAE4073FDBI 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 COMMiTrED 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 ATTORNEY’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. H. Jurisdiction The law of the State of Texas shall govern the validity of this AGREEMENT, itsinterpretation and performance, and any other claims related to it. The venue for any litigation 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 unenforceability will 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 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 orignorance thereof shall be considered. ENGINEER AGREES TO, INDEMNIFY ANDHOLD HARMLESS CITY AND ALL OF ITS OFFICERS, AGENTS AND EMPLOYEESFROM AND AGAINST ALL CLAIMS OR LIABILITY ARISING OUT OF THENEGLIGENT ACTS OR OMISSIONS IW VIOLATION OF ANY SUCH ORDER, LAW,ORDINANCE, OR REGULATION, WHETHER IT BE BY ITSELF OR ITS EMPLOYEES. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 16 of 22 DocuSign Envelope ID: A8&lC859-E150=ID96-9B49-DBAE4073FDBI 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 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 HARMLESSFROM 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 theright 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 TexasGovernment 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 not boycott 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, or a Foreign Terrorist Organization Sections 2252 and 2270 of the Texas Government Code restricts CITY from contractingwith 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 a foreIgn terrorist organization . Failure to meet or maintain the requirements under thisprovision will be considered a material breach. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 17 of 22 DocuSign Envelope ID: A864C859-E150-+D96-9B49-DBAE4073FDBI N. Prohibition on Contracts with Companies Boycotting Certain EnergyCompanies Engineer acknowledges that in accordance with Chapter 2274 of the TexasGovernment Code, City is prohibited from entering into a contract with a company forgoods or services unless the contract contains written verification from the company that it (1 ) does not boycott energy companies; and (2) will not boycott energycompanies 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 companiesduring 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 TexasGovernment Code, City is prohibited from entering into a contract with a company forgoods 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 duringthe 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 liability if the City of Denton determines, in its sole judgment, that this Contract meets therequirements 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 controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designatedcountry (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. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 18 of 22 DocuSign Envelope ID: A864C859-E1504D96-9B49-DBAE4073FDBI Q. Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908of the Government Code. The law states that the City may not enter into this contractunless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Engineer submits the signed contract. The Texas Ethics Commissionhas adopted rules requiring the business entity to file Form 1295 electronically with theCommission. Engineer will be required to furnish a Certificate of Interest Parties before the contract isawarded, in accordance with Government Code 2252.908. The contractor shall: 1. 2 3 4 56. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/filinginfo/1295/Register utilizing the tutorial provided by the State Print a copy of the completed Form 1295 Enter the Certificate Number on page 2 of this contract.Complete and sign the Form 1295Email the form to purchasing@cityofdenton.com with the contract number in thesubject line. (EX: Contract 8031-003 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to theTexas Ethics Commission’s website within seven business days. R. 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 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 shallconstitute 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 the Contract voidable by the City. The Engineer shall complete and submit the City’sConflict of Interest Questionnaire. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 19 of 22 DocuSign Envelope ID: A8@lC859-E1504D96-9B49-DBAE4073FDBI S. 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: Attachment A - Scope of WorkAttachment B – Schedule of Charges These documents make up the AGREEMENT documents and what is called for by oneshall 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. City of Denton. TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 20 of 22 DocuSign Envelope ID: A864C859-E1504D96-9B49-DBAE4073FDBI Duly 3uqle5v}esb2 Py each party’s designated representative to be effective on BY:CITY OF DENTON, TEXAS BY:ENGINEER DocuSigned bFC„„,&@ST;7mFn;ager UGINEERS0 INC M4/ PdLw g;ms Name><Title> EVP. coo Date: 6/14/2023 10416722023-TEXAS ETHICS COMMISSIONCERTIFICATE NUMBER City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 21 of 22 DocuSign Envelope ID: A864C859-E150-4D96-9B49-DBAE4073FDBI THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operational ATTEST:JESUS SALA7AR, INTERIM CITYSECRETARY0%qIMend business terms dhfabio ewHcBam DME Genera1 Manager Title APPROVED AS TO LEGAL FORM:MACK REINWAND. CITYATTORNEYE1 ect rIc Department Date Signed: 6/14/2023 City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 2 of 22 DocuSign Envelope ID: A864C859-E150JtD96-9B49-DBAE4073FDBI ATrACHMENT AAQ POWER':V ENGINEERS POWER ENGINEERS, INC. 16825 NORTHCHASE DRIVESUITE 1200HOUSTON, TX 77060 USA PHOWE 281-765-5500FAX 281-765-5599 April 28, 2023 Mark Zimmerer Electric Engineering Supervisor Denton Municipal Electric 167 1 Spencer Rd.Denton, TX 76206 Mark.Zimmerer(a}cityo&lenton.com Subject: Letter Proposal for Transmission Projects Services, Revision 1 Dear Mr. Mark Zimmerer: Thank you for the opportunity to provide a proposal for transmission engineering and testing & commissioning services on several Denton Municipal Electric (DME) transmission projects. Please find below our proposal revision 1 for providing DME with services on several transmission projects as well as our understanding of the high-level scope requirements of those projects SCOPE OF WORK The following is the list of projects and brief scopes of work description: 1.Woodrow - Brinker 138kV Transmission Line Reconstruction Instead of Rebuilding/Upgrading this transmission line, install second circuit from Spencer Interchange to Brinker on existing transmission line using dual Suwannee per phase. The existing transmission line was designed by Power Engineers in 2021. 2. Woodrow - Locust 138kV Transmission Line Upgrade Upgrade the Woodrow Substation to Locust Substation transmission line to provide the additional capacity needed to meet the NERC requirements of the contingency planning criteria. Rebuild 7,400 of existing transmission line using dual Cumberland per phase.This line routes through a dense urban section of town. WWW.POWERENG.COM DME TRANSMISSION PROJECTS SERVICES (2023-04-28) REV. 1 HEB DocuSign Envelope ID: A864C859-E1504D96-9B49-DBAE4073FDBI Denton Municipal Electric April 28, 2023 3.Cooper Creek - Banker 138kV Transmission Line Reconstruction Rebuild approximately 1.4 miles of 138kV transmission line from the Cooper CreekSubstation to Shady Oaks Drive. The portion between Banker and Shady Oaks was constructed in 2019. Rebuild 7,400 of existing transmission line for dual circuit and dual Suwannee per phase. 4.Underwood Substation 138kV Transmission Tie-in This project intercepts an existing TMPA transmission line and constructs new transmission line segments into the new Underwood Substation. Use dual Cumberland per phase 5.West Loop 288 - RDW to DW 138kV Transmission Line Reroute Relocate the existing transmission line out of the TXDOT 288 right of way. This affects approximately 4 spans. Detailed TXDOT drawings are not available at this time. Use dual Cumberland per phase. 6.West Loop 288 - DW to FW 138kV Transmission Line Reroute Relocate the existing transmission line out of theT XDOT 288 right of way. This affects approximately 4 spans. Detailed TXDOT drawings are not available at this time. Use dual Cumberland per phase. 7.West Loop 288 - MB - DN 138kV Transmission Line Reroute Relocate the existing transmission line out of the TXDOT 288 right of way. This affects approximately 4 spans. Detailed TXDOT drawings are not available at this time. Use dual Cumberland per phase. 8.Brinker to Battery Storage 138kV Transmission Line Construct a transmission line from Brinker Substation to the Battery Storage site. Exact scope is still to be determined. Budget is based on 5 poles and single 795kcmil conductor. 9.East Loop 288 and Hwy 380 138kV Transmission Line Reroute Relocate the transmission lines out of the 288 right of way. Conflicts and exact scope of work has not been determined. The budget estimate is based on relocation of 2-3 poles for the DN-AR TM Line, 5-6 poles for the DN-MB TM Line, 5-6 poles for the KR-CC TM WWW.POWERENG.COM DNIE TRANSMISSION PROJECTS SERVICES (2023-04-28) REV. I HEB PAGE 2 OF 4 DocuSign Envelope ID: A8@lC859-E1504D96-9B49-DBAE4073FDBI Denton Municipal ElectricApril 28, 2023 Line, and 11-12 poles for KR-DN TM Line. Detailed TXDOT drawings are not availableat this time. Use dual Cumberland per phase. 10. 1-35W - 345kV Denton West to Roanoke Relocation Relocate transmission structures out of the 135W right of way. Conflicts and exact scopehave not been determined. The budget estimate is based on relocation of two 345kV structures for the Denton West to Roanoke Transmission Line. TXDOT drawings areavailable. 11. Industrial Substation 138kV Bypass Install one new span of dual Suwarmee per phase that will bypass Industdal. 12. Hickory to DR Wells 138kV Reconstruction Upgrade the Hickory to RD Wells Substation transmission line to provide the additional capacity needed to meet the NERC requirements of the contingency planning criteria. Rebuild 9,100' of existing transmission line using dual Suwannee per phase. 13. Commissioning Budget (Similar to Brinker Sized Station) Backup station commissioning budget for PTE testing and commissioning services equivalent to past actual Banker station commissioning that was provided by PTE. SCHEDULE Schedules for the projects listed have not been determined at this time. ASSUMPTIONS •Final detailed scope of work has not yet been determined for the listed project. The budget estimates provided on this proposal are for budgetary purposes based on speculated project needs at the time of this proposal. Exact budget requirement maychange based on final project scope of work that may be developed at a nrture date. The projects listed on this proposal will be executed under a new contract.• WWW.POWERENG.COM DME TRANSMISSION PROJECTS SERVICES (2023-0+28) REV. 1 HEB PAGE 3 OF 4 DocuSign Envelope ID: A864C859-E1504D96-9B49-DBAE4073FDBI Denton Municipal Electric April 28, 2023 BUDGET Based on the discussed high-level scope of work, POWER submits a proposed budgetary estimate for the above listed projects for a contract total of $2,700,000, based on the agreed 2023 rates. Budgetary estimates break down per project is as follows: PROJECTS BUDGETS SUMMARY Project Name Woodrow - Brinker 138kV TM Line Reconstruction Woodrow - Locust 138kV TM Line Upgrade Cooper Creek - Brinker 138kV TM Line Reconstruction Underwood Substation 138kV TM Tie-in West Loop 288 - RDW to DW 138kV TML Reroute West Loop 288 - DW to FW 138kV TML Reroute West Loop 288 - MB - DN 138kV TML Reroute Brinker to Battery Storage 138kV TM Line East Loop 288 and Hwy 380 138kV TML Reroute 1-35W - 345kV Denton West to Roanoke Relocation Industrial Substation 138kV Bypass Hickory to DR Wells 138kV Reconstruction Commissioning Budget (Similar to Brinker Sized Station) TOTAL Item # 1 2 3 4 5 6 7 8 9 10 11 12 13 Labor Hours 731 958 692 493 918 894 876 419 1050 737 434 969 2105 11276 Budget Cost $178,000 $226,000 $162,000 $115,000 $222,000 $216,000 $213,000 $100,000 $250,000 $184,000 $104,000 $230,000 $500,000 $2,700,000 Please do not hesitate to contact me at (281)765-5567 or hugo.bonjour@power eng.com if you have any questions about this proposal. Thank you for the opportunity to be of service to DME. Sincerely, POWER Engineers, Inc & 'njotlr Client Manager/Senior Project Manager WWW.POWERENG.COM DME TRANSMISSION PROJECTS SERVICES (2023-04-28) REV. 1 HEB PAGE 4 OF 4 DocuSign Envelope ID: A8&lC859-EX%!W4?-W/LE4073FDjl__._.IENGINEERS1 INC.SCHEDULE OF CHARGES - 2023DENTON MUNICIPAL ELECTRIC Page 1 This standard Schedule of Charges is for professional services. Unless agreed otherwise, charges for work on continuing projects will be based on the then current Schedule ofCharges. A new Schedule of Charges will be issued to be effective January 1 of each new year and as nemssary on an intermediate basis to accommodate new items or revisedcharges. Invoices will be submitted monthly and/or upon completion of the work and will be due and payable when issued. All accounts not paid within thirty (30) days afterOwner’s receipt of the invoice will bear a SERVICE CHARGE OF 1.0% PER MONTH for each month the invoice is unpaidGRADE PERSONNEL CLASSIFICATION13. 14. 15 President ................,...............Executive VIce President Senior Project Manager IV $242.00/hr. 12 11 Project Manager Director ......., Senior Project Manager III ............................... $242.00/hr Senior Project Manager II...........................,Senior Program Manager IIPrincipal Engineer II ........................,,.,......................................................................................................... $225.00/hr. 10 Senior Project Manager I..............................,Senior Program Manager ISenior Project Engineer IIISenior Project Lead IIIStrategic Consultant IIIPrincipal Engineer I ........................ $225.00/hr. 9 Project Manager III .................... Senior Project Lead IIConstruction Manager III Senior Project Engineer IIStrategic Consultant IISenior Consultant III Senior Engineer II 8 Project Manager II ..............................................................Senior Project Lead IStrategic Consultant ISenior Consultant II Senior Project Engineer IConstruction Manager IISenior Engineer I ....................................................................................... $193.00/hr. 7 Project Manager I .............Project Lead IIConstruction Manager IEnvironmental Specialist IVProject Engineer II Engineer IVDesigner V Project Administrator IIISenior Consultant I ........................................................................................................................................................................... $167.00/hr. 6 Project Lead I ..............Project Engineer I Engineer IIIDesigner IVEnvironmental Specialist IIIProcurement Specialist IIIScheduling Specialist III Project Administrator IIConsultant III ,..................................................................................................................................... $156.00/hr. 5 Engineer II ............................................................., Designer IIITechnician IV Environmental Specialist IIProcurement Specialist IIScheduling Specialist II Project Administrator IConsultant II .................................................................................................. $143.C)o/hr. 4 Engineer I ............. Designer IIDrafter IVTechnician II Environmental Specialist IProcurement Specialist IField Representative IV Scheduling Specialist IProject Managers Assistant IIIConsultant I .... $131.00/hr. 3 Designer I ................................................,Drafter IIITechnician II Field Representative IIIStaff Assistant II Project Managers Assistant II ........................................................................... $1 13.00/hr 2 Drafter ll .......................................................................-----............... Staff Assistant Field Representative IIProject Managers Assistant ..... $95.00/hr 1 Drafter I ................................................................................................................................................................................................................. $76.OO/hr.General Office AssistantField Representative IPersonnel with specialized experience are employed by or on retainer to POWER. Charges for these specialists are negotiated on an individual basis depending on theassignment. Professional time for depositions and testimony is charged at 1.5 times the rate for services; full-day minimums apply Denton Municipal Electric 2023 Fees (12/06/2022) kc DocuSign Envelope ID: A864C859-E1504D96-9B49-DBAE4073FDBI Page 2 POWER ENGINEERS, INC.SCHEDULE OF CHARGES - 2023DENTON MUNICIPAL ELECTRIC This standard Schedule of Charges is for professional services. Unless agreed otherwise, charges for work on continuing projects will be based on the then current Schedule ofCharges. A new Schedule of Charges will be issued to be effective January 1 of each new year and as necessary on an intermediate basis to accommodate new items or revisedcharges. Invoices will be submitted monthly and/or upon completion of the work and will be due and payable when issued. All accounts not paid within thirty (30) days afterOwner’s receipt of the invoice will bear a SERVICE CHARGE OF 1.0% PER MONTH for each month the invoice is unpaid. REPRODUCTION SURVEY EQUIPMENT Drawings - Black & WhiteLarge Scale Drawings (C Size)Large Scale Drawings (D Size)Large Scale Drawings (E Size) $ 1.90/ea$3.30/ea. $5.50/ea. Survey Equip. to support field crewGPS Equipment 2 Units $60,00/hourGPS Equipment 3 Units $80.00/hour $70.00/day$350.00/day$450.00/day Drawings - ColorLarge Scale Drawings (C Size)Large Scale Drawings (D Size)Large Scale Drawings (E Size) $6.00/ea $10.90/ea$17.50/ea Documents - Black & White Single-sided Copies 8 x 11 $0.11/ea. 11 x 17 $0.17/eaDouble-sided Copies 8 x 11 $0,22/ea. 11 x 17 $0.34/ea Documents - Color Single-sided CopiesDouble-sided Copies Spiral Comb3 Ring BinderSpecial Copy Center Projects (Labor) 8 x 11 $0.50/ea8 x 11 $1 .00/ea 11 x 17 $1.00/ea $2.65/eaDependent on size$45.00/hr. Other expenses including but not limited to subcontractors, airfare, lodging, meals, postage and shipping, purchases, rentals. are charged at cost plus acarrying and handling charge of 10% Communication Charge - including but not limited to VOIP charges, file sharing cloud services, and web collaboration sites, charged at 1% of labor billingcharges CAD and Software Usage Charge – charged at 3% of labor billing charges. This charge covers CAD application and design software including: AutoCAD,MicroStation, Autodesk Revit, PLS-Cad. Smart Plant P&ID, electrical studies software, and other design software as required Denton Municipal Electric 2023 Fees (12/06/2022) kc DocuSign Envelope ID: A8&tC859-E150JtD96-9B49-DBAE4073FDBI s AND ENERGIZATION INC.SCHEDULE OF CHARGES - 2023DENTON MUNICIPAL ELECTRIC Page 1 This standard Schedule of Charges is for professional fieki testing and energbation services. Unbss agreed otherwise, charges for work on continuing projects will be based onthe then current Schedule of Charges. A new Schedule of Charges will be issued to be effective January 1 of each new year and as necessary on an intermediate basis toaccommodate new items or revised charges. Invoices will be submitted monthly and/or upon completion of the work and will be due and payable when issued. All accountsnot paid within thirty (30) days after Owner’s receipt of the invoice will bear a SERVICE CHARGE OF 1.0% PER MONTH for each month the invoice is unpaid GRADE13. 14. 15 PERSONNEL CLASSIFICATIONPresident ..............Executive Vice President PTE Senior Project Manager IV ...................................................................... $242.00/hr. 12 11 10 PTE Senior Project Manager III...................................................................................................................................................................... $242.00/hr. PTE Senior Project Manager II ............................................................. $225.00/hr. PTE Field Service Manager ......................................................,PTE P&C Technician VI PTE Project Manager IVPTE Sales Manager VPTE Senior Project Manager IPTE Testing Supervisor V ................. $225.00/hr. 9 PTE Engineer VI..............................,PTE P&C Technician V PTE Project Manager IIIPTE Sales Manage IVPTE Senior Project Engineer IIPTE Testing Supervisor IV ................................................................................ $217.00/hr. 8 PTE Engineer V............................................................,PTE P&C Technician IV PTE Project Manager IIPTE Sales Manager IIIPTE Test Technician VII PTE Testing Supervisor IIIPTE Training Manager ... $193.00/hr. 7 PTE Engineer IV......................................................................................................................................,,,...,PTE P&C Technician III PTE Project Manager IPTE Sales Manager IIPTE Test Technician VI PTE Testing Supervisor II ............ $167.00/hr 6 PTE Engineer III ..................PTE P&C Technician II PTE Sales Manager IPTE Test Technician V PTE Testing Supervisor I ........ $156,00/hr 5 Project Administrator I ..........................................................................................................,PTE Asset Administrator III PTE Engineer IIPTE P&C Technician I PTE Test Technician IV $143.00/hr, 4 Project Manager Assistant IIIPTE Asset Administrator II PTE Engineer IPTE Staff Assistant III PTE Test Technician III .................,.......................................... $131 .00/hr. 3 Project Manager Assistant II .....................,PTE Asset Administrator IPTE Staff Assistant IIPTE Test Technician II ........................................................................................................... $1 13.00/hr. 2 Project Manager Assistant IPTE Staff Assistant I PTE Test Technician I ................. $95.00/hr General Office Assistant I.....,................. $76.00/hr. All rates shown are Straight Hmo (S.T.) rates – S.T. for the first 40 hours per week. Overtime (O.T.) is for all time over 40 hours per week and will bo invoiced at 1.50 times theS.T. rates. Premium time (P.T.) is for Sundays and Holidays and will be invoiced at 1.50 times the S.T. rates. All field service rates are based on portal-to-portal travel. Anyforensic, legal, or other -expert witness- support shall be billed at the Project Manager, premium time rate. Personnel with specialized experience are employed by or on retainerto Contractor. Fees for these specialists are negotiated on an individual basis depending on the assignment Personnel with specialized experience are employed by or on retainer to POWER. Charges for these specialists are negotiated on an individual basis depending on theassignment. Professional time for depositions and testimony is charged at 1.5 times the rate for services; full-day minimums apply. Denton Municipal Electric 2023 PTE Fees (12/14/2022) heb DocuSign Envelope ID: A864C859-E1504D96-9B49-DBAE4073FDBI ; AND ENERGIZATION1 INC.SCHEDULE OF CHARGES - 2023DENTON MUNICIPAL ELECTRIC Page 2 This standard Schedule of Charges is for professional fiekj testing and eneQization services. Unless agreed otherwise. charges for work on continuing projects will be based onthe then current Schedule of C-harges. A new Schedule of Charges will be issued to be effective January 1 of each new year and as necessary on an intermedIate basis to accommodate new items or revised charges. Invoices will be submitted monthly and/or upon completion of the work and will be due and payable when Issued. All accountsnot paid within thirty (30) days after Owner’s receipt of the invoice will bear a SERVICE CHARGE OF 1.0% PER MONTH for each month the invoice is unpaid POWER OWNED TEST EQUIPMENT Test Equipment will be billed at 20% of the labor billing charges, or at the daily rates set forth below Current Transformer Tester 1000 amp Current Source20 kA Current Source80 kA Current Source 10 Amp Ductor (DLRO)100 Amp Ductor (DLFtO)Ground Resistance TesterDC Hi-Pot 5kV MeggarWatt-hour StandardField Oil Test Set Phase Angle MeterPower Factor Test Set 3 Phase Relay Test Set1 Phase TTR Set3 Phase TTR SetPower MonitorRecloser Test SetInfrared CameraVehicle $116.00 /day $116.00 /day $346.00 /day$578.00 /day$64.00 /day$98.00 /day $127.00 /day $127.00 /day$64.00 /day $127.00 /day$87.00 /day$64.00 /day$346.00 /day $162.00 /day$75.00 /day $202.00 /day$87.00 /day$87.00 /day $231.00 /day$87.00 /day+fuel $578.00 /week $578.00 /week $1 ,733.00 /week$2,888.00 /week$318.00 /week $491 .00 /week $635.00 /week $635.00 /week $318.00 /week$635,00 /week $433.00 /week $318.00 /week $1 ,733.00 /week$2,310.00 /week$375.00 /week $1 ,01 1 .00 /week$433.00 /week $347.00 /week $1 , 155.00 /week$433.00 /week+fuelor Mileage $1.73 /Mile Other expenses such as rental equipment, photography, transportation, rental vehicles, shipping, outside computer services, lodging, meals, otherreproduction, express mail, courier/delivery service, special supplies, or other out of pocket expenses are charged at cost plus an administrative chargeof 5% Meals and lodging for test technicians and test supervisors will be invoiced at $180 per day or based on Federal rates published by the US GeneralServices Administration current year rates for the continental US (GSA CONUS) Lodging and meals will be reimbursed as per diem for field personnel and actual expenses occurred for Project Managers and other non-field personnel. Pass through expenses for subcontractors are at cost plus an administrative charge of 10%. Training classes are provided on a fixed price basis Denton Municipal Electric 2023 PIE Fees (12/14/2022) heb DocuSign Envelope ID: A8@lC859-E1502ID96-9B49-DBAE4073F991 CONFLICT OF INTEREST QUESTIONNAIREFor vendor or other person doing business with local governmental enti' This questionnaire reflects charMe de 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 defined by 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 th' date 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. An offense under this section is amisdemeanor.a W POWER ENGINEERS INCORPOATED 2 , , Check this box if you are filing an update to a previously filed questionnaire.X (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.) 3 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 be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1 (1-a), Local Govemment 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 m 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?a ,”A ,„, C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officeror director, or holds an ownership of one percent or more? D ,“m .” D Describe each employment or business and family relationship with the local government officer named in this section 4 5 LJ I have no Conflict of Interest to disclose. 6/14/2023 with the governmental entity Date DocuSign Envelope ID: A864C859-E1504D96-9B49-DBAE4073FDBI CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy of Chapter 176 ofthe Local Government Code may be found at http://www.statutes.legis.state.tx.uU Docs/LG/htm/LG 176.htm. For easy reference, 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 of the parties. 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 ofgoods 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 vaKk>c (B) has given to the local government officer or a family member ofthe officer one or more gifts that have an aggregate value ofmore than $ 100 in the 12-monthperiodprecedirlg 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) Avendor 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 governmental 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 governmental 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 officer. City of Denton Ethics Code Ordinance Number 18-757 Definitions Relative: a family member related to a City Official within the third 3d 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 Conunission 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 rightnf-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 ($50.00) per gift or multiple gift cumulatively valued at more than two hundred dollars ($200.00) 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. :crm provided by Texas Ethics Commission www. ethics .state .tx . us Revised 11/30/2015 DocuSign Certificate Of Completion •= • Envelope Id: A864C859E1504D969B49DBAE4073FDBI Subject: Please DocuSign: 8031-003 Power Engineers - PSA Status: Completed Source Envelope: Document Pages: 33 Signatures: 6 Initials: 1 Envelope Originator: Christa Christian 901 B Texas Street Denton, TX 76209 Christa.Christian@cityofdenton.com IP Address: 198.49.140.10 Certificate Pages: 6 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original 6/7/2023 8:18:06 AM Holder: Christa Christian Christa.Christian@cityofdenton.com Location: DocuSign Signer Events Christa Christian christa.christian@cityofdenton.com Purchasing Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Signature Timestamp Sent: 6 m/2023 8:21 :09 AM Viewed: 6/7/2023 8:22:36 AM Signed: 6/7/2023 8:22:39 AM 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: 6/7/2023 8:22:43 AM Viewed: 6/7/2023 9:28:31 AM Signed: 6 m/2023 9:28:37 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 Mack Reinwand City Attorney City of Denton Security Level: Email, Account Authentication(None) Sent: 6/7/2023 9:28:40 AM Viewed: 6/7/2023 11:18:01 AM Signed: 6/7/2023 11:18:42 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Holger Peller holger.peller@powereng.com EVP. COO POWER Engineers Incorporated Security Level: Email, Account Authentication (None) 'DocuSlgned bF bteCJEtty Sent: 6/14/2023 9:36:00 AM Viewed: 6/14/2023 9:41 :08 AM Signed: 6/14/2023 9:44:17 AM Signature Adoption: Pre-selected Style Using IP Address: 209.141.115.2 Electronic Record and Signature Disclosure:Accepted: 6/14/2023 9:41 :08 AMID: ae690661-20ee4a48-a96e-5d83a185fef5 Signer Events Antonio Puente Antonio.Puente@cityofdenton.com DME General Manager Security Level: Email, Account Authentication(None) Signature Timestamp Sent: 6/14/2023 9:44:21 AM Viewed: 6/14/2023 5:31 :32 PM Signed: 6/14/2023 5:32:01 PM Signature Adoption: Pre-selected Style Using IP Address: 174.246.130.5 Signed using mobile Electronic Record and Signature Disclosure:Accepted: 6/14/2023 5:31 :32 PMID: 833e4c67-f897212bf-aac4-bc7f45bde626 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: 6/14/2023 5:32:06 PM Resent: 7/6/2023 7:46:07 AM Viewed: 7/19/2023 7:57:07 AM Signed: 7/1 9/2023 7:57:36 AMUsing IP Address: 198.49.140.104 Cassey Ogden Cassandra.ogden@cityofdenton.com Chief Financial Officer City of Denton Security Level: Email, Account Authentication(None) 'DocuSigned bEI c„„, $@E7FF20C194EA4F9 Sent: 7/1 9/2023 7:57:40 AM Resent: 7/1 9/2023 9:03:26 AM Viewed: 7/1 9/2023 9:06:01 AM Signed: 7/1 9/2023 9:06:23 AMSignature Adoption: Pre-selected Style Using IP Address: 47.190.47.120 Signed using mobile Electronic Record and Signature Disclosure: Not Offered via DocuSign Jesus Salazar jesus.salazar@cityofdenton.com Security Level: Email, Account Authentication(None) Sent: 7/19/2023 9:06:27 AM Viewed: 7/19/2023 11:32:32 AM Signed: 7/19/2023 11 :33:07 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 7/19/2023 11 :32:32 AMID: e4537430-54364a7e-97e7-500c55fe640a 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: 6/7/2023 8:22:42 AM Carbon Copy Events Hugo Bonjour hugo.bonjour@powereng.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Accepted: 6/7/2023 11:19:38 AMID: 1676d371-55104732-935f-7055bb94807d Status Timestamp Sent: 6/14/2023 9:36:04 AM Viewed: 6/14/2023 9:46:08 AM a lil 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 Sent: 6/14/2023 5:32:06 PM Viewed: 6/26/2023 1 :06:36 PM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 7/19/2023 11 :33:11 AM Viewed: 7/19/2023 1 1 :35:06 AM Laura Cheek laura.cheek@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 7/1 9/2023 11 :33:12 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Envelope Updated Envelope Updated Envelope Updated Envelope Updated Envelope Updated Certified Delivered Signing Complete Completed Status Timestamps 6/7/2023 8:21 :09 AM 7/6/2023 7:46:06 AM 7/6/2023 7:46:06 AM 7/6/2023 7:46:06 AM 7/1 9/2023 9:03:25 AM 7/19/2023 9:03:25 AM 7/1 9/2023 11 :32:32 AM 7/1 9/2023 1 1 :33:07 AM 7/1 9/2023 11 :33:12 AM Hashed/Encrypted Security Checked Security Checked Security Checked Security Checked Security Checked 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: Holger Peller, Antonio Puente, Jesus Salazar, Hugo Bonjour ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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