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HomeMy WebLinkAbout1998-371ORDINANCE NO ! d ✓✓1l AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH REED-STOWE & CO, INCORPORATED FOR CONSULTING SERVICES PERTAINING TO THE DENTON WATER AND WASTEWATER UTILITIES' COST OF SERVICE AND RATE DESIGN STUDY, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council deems it in the public interest to engage Reed -Stowe & Co , Incorporated to provide professional consulting services to the City pertaining to a water and wastewater utilities cost of service and rate design study, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the City Manager is hereby authorized to execute a Professional Services Agreement with Reed -Stowe & Co, Incorporated for professional consulting services pertaining to the Denton Water and Wastewater Utilities' cost of service and rate design study, in substantially the form of the Agreement attached hereto and incorporated herewith by reference SECTION II That the expenditure of funds as provided in the attached Agreement is hereby authorized SECTION III That this ordinance shall become effective immediately upon its passage and approval ,�/ PASSED AND APPROVED this the ay of /1/o11'em6 1998 �5AILLER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY BYYawLI4_.\] 10.X4.t 0 APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY BY V V1" �a S \0ur D ...inn\Ord1nance\9S\W&W W COS [PFP] Ordwaca doc STATE OF TEXAS § COUNTY OF DENTON § PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES PERTAINING TO THE DENTON WATER AND WASTEWATER UTILITIES' COST OF SERVICE AND RATE DESIGN STUDY THIS AGREEMENT is made and entered into as of the 2Ai day of _&tMbW , 1998, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Texas 76201, hereinafter called "OWNER", and Reed -Stowe & Co, Incorporated, with its offices at 1651 North Collins Boulevard, Suite 115, Richardson, Texas 75080, hereinafter called "CONSULTANT," each acting herein, by and through their respective duly -authorized officials and officers WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually AGREE as follows ARTICLE I EMPLOYMENT OF CONSULTANT The OWNER hereby contracts with the CONSULTANT, as an independent contractor, and the CONSULTANT hereby agrees to perform the services herein in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas The professional services set out herein are in connection with the following described engagement The engagement (hereinafter the "Project") shall include, without limitation, completion of the Denton Water and Wastewater Utilities' Cost of Service and Rate Design Study ARTICLE II SCOPE OF SERVICES The CONSULTANT shall provide the following Basic Services to the City of Denton Water and Wastewater Utilities Departments and provide documentation and reports related thereto, in a professional manner A WATER AND WASTEWATER UTILITIES COST OF SERVICE 1, WHOLESALE WATER & WASTEWATER COSTS OF SERVICE (UPPER TRINITY REGIONAL WATER DISTRICT) The CONSULTANT will begin the project by assimilating the required information in preparation for completing wholesale water and wastewater costs of service using the utility basis methodology, followed by their respective rate designs Priority should be given to completing the wholesale water cost of service and rate design, then the wholesale wastewater cost of service and rate design Questions of significance, which will impact the results of the wholesale costs of service, shall be directed to the Water Utilities administrative and financial staff The test year for establishing the rates for wholesale service shall be the projected year for which the rates are proposed to be applicable (1999) Test year data shall be obtained from actual data of the second year prior to the test year with adjustments made for known or verifiable changes 2 RETAIL WATER AND WASTEWATER COSTS OF SERVICE Following the completion of the wholesale portion of the project, the retail water and wastewater costs of service are to be completed Again, questions of significance, which would ultimately impact the results of the study, should be directed to the appropriate administrative and financial staff The test years for establishing retail water and wastewater rates for service shall be projected costs over the period 2000-2003 3 COMMODITY VOLUME AND FINANCIAL FORECASTING FOR LONG RANGE FINANCIAL ANALYSIS The CONSULTANT will review the Water and Wastewater Departments (1) forecasted water and wastewater billable volume methodologies, and (2) revenue forecasting methodologies Improved billable volume and revenue forecasting methodologies may be recommended Revenue forecasting methodologies for both the Water and Wastewater Departments should be reviewed in greater detail for the proposed budget year and the general methodology for use during future budget years Both the Water and Wastewater Departments utilize an annual cash -basis income statement to project future revenue requirements and expenses, and ultimately forecast the future profitability of each department Long-range departmental rate adjustments are determined from these income statements The CONSULTANT may recommend improved long-range financial revenue and expense forecasting methodologies (I e income statements), or more accurate methodologies for forecasting future long-range rate adjustments Fiscal year 1999 budget and capital improvement program (CIP) data has been provided Improved financial forecasting methodologies are expected to provide more accurate projections of future long-range rate adjustments and a more realistic long-range financial pro -forma Currently Water Department rate revenues are recovered through residential, commercial, governmental, and wholesale rates All retail water rates consist of a facility charge and a volume charge No minimum water volumes are provided through the facility charge Residential water rates are subdivided between those inside the city limits and those outside the city limits Both inside the city and outside the city residential rates utilize inverted block rates in the summer months (May through October), and are without Page 2 blocking (Flat Rates) during the winter months (November through April) Outside the city rates are set approximately 15% higher than inside the city rates Commercial water rates are also subdivided for customers inside and outside the city As in residential water, outside the city rates are approximately 15% higher All commercial and governmental rates have no blocking (i a Flat Rates) The wholesale rate is a three-part rate, consisting of a facility charge, a volume charge, and a peak demand charge Wastewater rates are subdivided into residential, commercial, food services, equipment services, pretreatment, governmental, metered volumes, treated effluent, and wholesale classes All wastewater rates consist of a facility charge and a volume charge No minimum wastewater volume is provided through the facility charge Residential rates are based on a three-month winter average (December through February) All other rates are based on a percentage of water volume, except the metered volume rates (SCD, SM) and the wholesale rate (SSC), which are based on actual metered volumes Both the Water and Wastewater Departments are expected to continue to operate as fully self-supporting departments All water utilities' rates are to be designed to provide revenue that meets bond covenants Bond covenants require that pledged revenues be 125 times average debt -service requirements B WATER AND WASTEWATER UTILITIES RATE DESIGN 1 WHOLESALE RATE DESIGN (UPPER TRINITY REGIONAL WATER DISTRICT) The CONSULTANT will give priority to the Water Utilities' wholesale rate designs, immediately following completion of the wholesale costs of service Wholesale water rate design should be expressed as a facility charge, a volume charge, and an annual demand charge per unit of peak -day usage The wholesale wastewater rate design will consist of a facility charge and a volume charge Discussion with the CONSULTANT will determine how cost recovery of wastewater pretreatment program charges and sampling and analysis charges are recovered 2 EXISTING AND PROPOSED RETAIL RATE DESIGN The CONSULTANT will evaluate the existing retail rate design for each customer class Rates will be designed to recover the costs associated with each customer class to the greatest extent possible, but competition is to be a major consideration in the design of the rates for each rate class Moderation with regard to significant changes in existing rates will need to be considered Proposed rate changes of significance should consider the magnitude of the change, and may require a multi -year phase -in approach Customer classes are to be of similar description to the current rate -making practices of regional water and wastewater departments to the extent that they are applicable to the Page 3 City of Denton Water and Wastewater Departments The CONSULTANT is to make recommendations for fewer or additional rate classes that may be appropriate Consolidation of rate classes may or may not ultimately benefit more customers The costs for each current and proposed rate class should be initially determined utilizing a full cost methodology for all costs, direct and indirect The CONSULTANT shall consider other cost allocations utilizing indirect costs, and rate structures for the purpose of designing City of Denton water and wastewater rates that are more competitive Adjustments to any rate classes, from a full -cost basis, should be in recognition of the following items (a) The establishment of new rate classes, or elimination of existing rate classes (b) The final allocation and assignment of indirect costs The CONSULTANT will provide written comments related to the competitiveness or lack thereof of Denton's existing water and wastewater rate classes These comments will further state the CONSULTANT's recommendations of how Denton may increase rate competitiveness within the Water and Wastewater Departments prior to beginning the rate design process (i a moving indirect costs between classes) 3 WATER & WASTEWATER CUSTOMER CLASS SUBSIDIZATION The CONSULTANT will identify any potential customer class rate subsidization which may be occurring The intent is that if rate subsidies exist, they will be identified for potential elimination 4 WATER & WASTEWATER OUTSIDE THE CITY LIMIT RATES These customers should be analyzed, number, volumes, peaking requirements, revenues, asset base required to serve, etc The CONSULTANT will provide a recommendation concerning whether Denton should continue to provide "outside the city limit" rates 5 WATER & WASTEWATER CUSTOMER CLASS CHARACTERISTICS The CONSULTANT will review the customer class characteristics and load patterns of all water and wastewater rate classes The CONSULTANT will determine if sufficient class characteristics and/or usage differentiation continues to justify separate and distinct rate classes for Denton's existing rate classes This review may result in the recommendation of fewer, or potentially additional, rate classes 6 WATER & WASTEWATER MOBILE HOME PARK RATES The City of Denton's mobile home parks (approximately 15) are currently on various water and wastewater rates, due to various site factors The CONSULTANT will review Page 4 a summary of this information, provided by Denton staff, and provide written recommendations to potentially provide better equitability and/or simplification with the rate design for these types of customers Variances in rates assigned to Denton's mobile home parks (MHP's) are related to the following options These options have caused Denton to currently utilize two (2) water rates and five (5) different wastewater rates for their fifteen (15) MHP's (a) Receiving both water and wastewater service (b) Receiving only water or wastewater service (c) Assignment of either inside or outside the city rates (d) Individual residential metering versus master metering 7 WATER & WASTEWATER FACILITY CHARGES Existing water and wastewater facility charges differ by rate class for the same meter size Water and wastewater facility charges may more appropriately be set at specific cost -recovery levels independent of their rate class The CONSULTANT will address this issue during the rate design Specific and identifiable costs should be identified for cost recovery through the facility charges 8 WATER IRRIGATION RATES Currently the local government water rate class has an interruptible and non -interruptible irrigation rate Irrigation rates are not currently available to any other rate classes The CONSULTANT should review and analyze, for possible implementation, the potential for the Water Utility to offer residential and/or commercial irrigation rates In irrigation rate design, consideration should be given to the future availability of Denton's water supply and the existing revenues generated utilizing current rates Irrigation rates should further consider Denton's available irrigation demand relative to the system demand, and the irrigation impact on the current water supply A demand component may become an integral part of an irrigation rate 9 RESIDENTIAL WATER RATE BLOCK STRUCTURE The CONSULTANT should analyze the residential water rate (WR) block structure The structure of the existing rate, three (3) blocks, with the first two (2) blocks holding 15,000 gallons each, should be analyzed to determine if this is the most beneficial structure for the rate class based upon specific management objectives The relationships of the block sizes, and the price differentials between the three (3) blocks should be studied to determine if they are appropriate 10 WASTEWATER BIOCHEMICAL OXYGEN DEMAND (BOD) AND TOTAL SUSPENDED SOLIDS (TSS) SURCHARGES Page 5 An analysis should be done to determine a treatment costing methodology for both of these parameters Based upon treatment costs, the CONSULTANT will determine if the surcharge rate levels are appropriate, and provide written recommendations for their activation 11. WASTEWATER SAMPLING AND ANALYSIS CHARGES Several wastewater rates currently contain sampling and analysis charges (for each sample and analysis) The CONSULTANT will determine if these services are recovering the appropriate costs, and provide recommendations for cost recovery of these services A review should be made to determine if the costs to be recovered are justifiably significant for the rate 12 WASTEWATER CATEGORICAL & NON -CATEGORICAL MONITORING COSTS The existing wastewater rates contain fixed monthly charges for categorical and non - categorical monitoring costs The CONSULTANT is to determine if these fixed charges are recovering costs, and make a recommendation regarding the best method for cost recovery in these areas 13 WATER & WASTEWATER RATE SCHEDULES After completion of the rate design, and prior to approval of rates by the Denton City Council, the CONSULTANT may be asked to provide assistance in wording specific water and wastewater rate schedules Clarity and simplification of rate schedules is important in order to obtain full customer understanding with all rates 14. SOFTWARE TRAINING The CONSULTANT will provide a minimum of one-half day of software training to enable Denton's staff to perform annual updates to the cost of service and rate design All proprietary software will be held confidential Denton Water Utilities utilizes Microsoft Office and Windows `95 C If there is any conflict between the terms of this Agreement and the exhibit attached to this Agreement, the terms and conditions of this Agreement shall control over the terms and conditions of the attached exhibit ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above -described Basic Services, are described as follows A Any expert testimony by CONSULTANT before any regulatory agency or court Page 6 ARTICLE IV PERIOD OF SERVICE This Agreement shall become effective upon execution of this Agreement by the OWNER and the CONSULTANT and upon issuance of a notice to proceed by the OWNER, and shall remain in force for the period which may reasonably be required for the completion of the Project, including Additional Services, if any, and any required extensions approved by the OWNER Tlus Agreement may be sooner terminated in accordance with the provisions hereof Time is of the essence in this Agreement The CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the OWNER, acting through its Director of Water Utilities or her designee ARTICLE V COMPENSATION A COMPENSATION TERMS "Direct Non -Labor Expense" is defined as that expense incurred in performing professional services under this Agreement by the CONSULTANT for supplies, transportation, travel, communications, subsistence, lodging away from home, and similar incidental expenses reasonably incurred in connection with the Project B. BILLING AND PAYMENT For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate detail, at the hourly rates set forth in the "Proposal to Perform Cost of Service and Rate Design Study (Revised Cost Proposal)" hereinafter referred to as the "Proposal," dated October 27, 1998, which is attached hereto as Exhibit "A" and incorporated herewith by reference, a total fee, including reimbursement for direct non - labor expenses not to exceed $ 59,784 00 Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its Assistant City Manager for Utilities or his designee, however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered The OWNER may withhold the final ten percent (10%) of the contract amount until satisfactory completion of the Project Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by its Assistant City Manager for Utilities or his designee, or which is not submitted in compliance with the terms of this Agreement The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the Page 7 maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER The CONSULTANT shall not proceed to perform the services listed in Article III "Additional Services," without obtaining prior written authorization from the OWNER C ADDITIONAL SERVICES For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the schedule of charges at the hourly rates set forth in Exhibit "A" hereto Payments for additional services shall be due and payable upon submission by the CONSULTANT, and shall be in accordance with subsection B hereof Statements shall not be submitted more frequently than monthly D PAYMENT If the OWNER fails to make payments due the CONSULTANT for services and expenses within sixty (60) days after receipt of the CONSULTANT's undisputed statement thereof, the amounts due the CONSULTANT will be increased by the rate of one percent (1%) per month from and after the said sixtieth (601") day, and, in addition, the CONSULTANT may, after giving seven (7) days written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts then due and owing for services, expenses, and charges, provided, however, nothing herein shall require the OWNER to pay the late charge of one percent (1%) set forth herein if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, "Compensation " ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement The CONSULTANT is entitled to retain copies of all such documents The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER's use of these documents in any other project(s) shall be at OWNER's sole risk and expense In the event the OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project Page 8 ARTICLE VIII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER CONSULTANT shall not have or claim any right arising from employee status ARTICLE IX INDEMNITY AGREEMENT The CONSULTANT shall indemnify and save and hold harmless the OWNER and its officials, officers, employees, and agents from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney's fees incurred by the OWNER, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the CONSULTANT or its officers, employees, agents, subcontractors and subconsultants in the execution, operation, or performance of this Agreement Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved ARTICLE X INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain at all times, the following insurance coverage with an insurance company or companies licensed to do business in the State of Texas by the State Insurance Commission or any successor agency, that has a rating with A M Best Rate Carriers of at least an "A-" or above A Comprehensive General Liability Insurance with bodily injury limits of not less than $500,000 for each occurrence and not less than $500,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate B Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident C Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident D Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate Page 9 E The CONSULTANT shall furnish insurance certificates or insurance policies at the OWNER's request to evidence such coverages The insurance policies shall name the OWNER as an additional insured on all such policies to the extent permitted by law, and shall contain a provision that such insurance shall not be cancelled or modified without thirty (30) days' prior written notice to OWNER and CONSULTANT In such event, the CONSULTANT shall, prior to the effective date of the change or cancellation of coverage, deliver substitute policies or certificates evidencing the same coverage ARTICLE XI ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to arbitration or other means of alternate dispute resolution, such as mediation No arbitration or alternate dispute resolution arising out of or relating to this Agreement, involving one party's disagreement, may include the other party to the disagreement without the other's approval ARTICLE XII TERMINATION OF AGREEMENT A Notwithstanding any other provision of this Agreement, either party may terminate this Agreement by giving thirty (30) days' advance written notice to the other party B This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement No such termination will be effected unless the other party is given (1) written notice (delivered by certified marl, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than thirty (30) calendar days to cure the failure, and (2) an opportunity for consultation with the terminating party prior to termination C If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination The OWNER shall pay CONSULTANT for all services rendered and satisfactorily performed, and for reimbursable expenses incurred prior to the date of termination, in accordance with Article V hereof Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall fully cooperate in providing information The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to OWNER on or before the date of termination, but may maintain copies of such documents for its own use Page 10 ARTICLE XIII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its officers, employees, associates, agents, subcontractors or subconsultants for the accuracy and competency of their work, nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the work prepared by the CONSULTANT, its officers, employees, or agents ARTICLE XIV NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the respective parties at the addresses shown below, by means of certified mail, return receipt requested, unless otherwise specified herein To CONSULTANT Reed -Stowe & Co, Incorporated Jack E Stowe, Jr , President 1651 N Collins Blvd, Suite 115 Richardson, Texas 75080 given To OWNER City of Denton Jill Jordan, Director of Water Utilities 901-C Texas Street Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such nonce is ARTICLE XV ENTIRE AGREEMENT This Agreement, consisting of fourteen (14) pages and one (1) exhibit, constitutes the complete and final expression of the agreement of the parties, and is intended as the complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, understandings, communications, and agreements which may have been made in connection with the subject matter hereof ARTICLE XVI SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent Jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the parties' intention respecting the stricken provision Page 11 ARTICLE XVII COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereafter be amended ARTICLE XVIII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap ARTICLE XIX PERSONNEL A The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may anse during the term of this Agreement B All services required hereunder will be performed by the CONSULTANT or under its direct supervision All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services ARTICLE XX ASSIGNABILITY The CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER ARTICLE XXI MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing and duly executed The parties further agree that the provisions of this Article will not be waived unless as set forth herein Page 12 ARTICLE XXII MISCELLANEOUS A The following exhibit is attached to, incorporated by reference, and is made a part of this Agreement Exhibit "A" — Proposal to Perform Cost of Service and Rate Design Study (Revised Cost Proposal) dated October 27, 1998 B CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after the final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers, and records of the CONSULTANT involving transactions relating to this Agreement CONSULTANT agrees that OWNER shall have access during normal working hours to all necessary CONSULTANT facilities and shall be provided adequate and appropriate working space in order to conduct audits in compliance with this section OWNER shall give CONSULTANT reasonable advance notice of intended audits C Venue of any suit or cause of action brought under this Agreement shall lie exclusively in Denton County, Texas This Agreement shall be governed by and construed in accordance with the laws of the State of Texas D For purposes of this Agreement, CONSULTANT designates the key person who will oversee and perform most of the work provided for hereunder, as Jack E Stowe, Jr, President of CONSULTANT, who shall also be OWNER's primary point -of -contact for the Project However, nothing herein shall limit CONSULTANT from using other qualified and competent members of its firm to perform the services required herein E CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof In accomplishing the projects, CONSULTANT shall take such steps as are appropnate to ensure that the work involved is properly coordinated with related work being can•ied on by the OWNER F The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement G The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed in four original counterparts by and through its duly -authorized City Manager, and Page 13 CONSULTANT has ex�ce uted this Agreement by and through its duly -authorized undersigned officer on this the 3 — day of /1,911ek7 gY- 1998 "OWNER" CITY OF DENTON, TEXAS ATTEST JENNIFER WALTERS, CITY SECRETARY By4By `�d-� AP VED S TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY By I — "CONSULTANT" REED-STOWE & CO, INCORPORATED By / G JAC STOWE, JR , PRESI E T ATTEST M. S \Our Documents\Contracts\98\W&W W COS and Rate Design [RFP] PSA doc Page 14