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HomeMy WebLinkAbout2011-001ORDINANCE NO. 2011-001 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH MALCOLM PIRNIE, INC. FOR ENGINEERING SERVICES TO DEVELOP A SUPERVISORY CONTROL AND DATA ACQUISITION (SCADA) MASTER PLAN FOR THE CITY OF DENTON WATER PRODUCTION DIVISION; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 4528 IN AN AMOUNT NOT TO EXCEED $119,873). WHEREAS, 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, 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 I. The City Manager is hereby authorized to enter into a professional service contract with Malcolm Pirnie, Inc. to provide professional engineering and related services for the development of a Supervisory Control And Data Acquisition (SCADA) Master Plan for the City of Denton Water Production Division, a copy of which is attached hereto and incorporated by reference herein. SECTION II. The City Manager is authorized to expend funds as required by the attached contract. SECTION III. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION IV. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day oft,011. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY, APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 4-O P 4528 PROFESSIONAL SERVICES AGREEMENT FOR WATER PRODUCTION SCADA MASTER PLAN RFP 4528 STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT is made and entered into as of the Aay of d , 20A, by and between the City of Denton, Texas, a Texas municipal corporation, WA its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "OWNER" and Malcolm Pirnie, Inc. with its corporate office at 12400 Coit Road, STE 1200 Dallas, TX 75251, hereinafter called "CONSULTANT," acting herein, by and through their duly authorized representatives. 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 project: The Project shall include, without limitation, (herein describe project) RFP 4528 — Professional Services for Water Production SCADA Master Plan ARTICLE II SCOPE OF SERVICES The CONSULTANT shall perform the following services in a professional manner: Water Production SCADA Master Plan A. The CONSULTANT shall perform all those services as necessary and as described in the OWNER's - RFP 4528 on file at the office of the Purchasing Agent. B. CONSULTANT shall perform all those services set forth in individual task orders which shall be attached to this Agreement and made a part hereof for all purposes as separate agreements. (Exhibit 5). C. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE III ADDITIONAL SERVICES (To Be Used if Consultant is an Engineer) 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. During the course of the Project, as requested by OWNER, the CONSULTANT will be available to accompany OWNER's personnel when meeting with the Texas Natural Resource Conservation Commission, U.S. Environmental Protection Agency, or other regulatory agencies. The CONSULTANT will assist OWNER's personnel on an as - needed basis in preparing compliance schedules, progress reports, and providing general technical support for the OWNER's compliance efforts. B. Assisting OWNER or contractor in the defense or prosecution of litigation in comlection with or in addition to those services contemplated by this Agreement. Such services, if any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside of and in addition to this Agreement. C. Sampling, testing, or analysis beyond that specifically included in Basic Services. D. Preparing copies of computer aided drafting (CAD) electronic data bases, drawings, or files for the OWNER's use in a firture CAD system. E. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. F. Appearing before regulatory agencies or courts as an expert witness in any litigation with third parties or condemnation proceedings arising from the development or construction of the Project, including the preparation of engineering data and reports for assistance to the OWNER. G. Providing geotechnical investigations for the site, including soil borings, related analyses, and recommendations. Page 2 ARTICLE III ADDITIONAL SERVICES (To Be Used For Other Consultants) 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: (list all additional services that maybe required for the project) ARTICLE IV PERIOD OF SERVICE This Agreement shall become effective upon execution of this Agreement by the OWNER and the CONSULTANT and upon issue 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. This 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 City Manager or his designee. ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. "Subcontract Expense" is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services in the nature of Water Production SCADA Master Plan. 2. "Direct Non -Labor Expense" is defined as that expense for any assigrunent incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. 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 an hourly rate shown in Exhibit "C" which is attached hereto and is incorporated by reference as if set forth fully in this Agreement, a total fee, including reimbursement for direct non -labor expenses not to exceed $119,873.00. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. The OWNER may withhold the final five percent (5%) of the contract amount tultil completion of the Project. Page 3 Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the 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 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 an hourly rate as agreed upon in writing in advance. 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 undisputed payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT's undisputed statement thereof, prompt payment act interest as set forth in Chapter 2251 of the Texas Government Code shall be paid on the amounts due the CONSULTANT. In addition, the CONSULTANT may, if it has not received payment by the thirty-first (31") day after receipt of payment, after giving ten (10) days' written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in frill all amounts due for services, expenses, and charges, provided, however, nothing herein shall require the OWNER to pay prompt payment act interest if the OWNER has a bona fide dispute with the CONSULTANT concerning the payment or 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 or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS Page 4 All documents prepared or ftimished by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) 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 other projects 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. 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 officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the OWNER, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the CONSULTANT or its officers, shareholders, agents, or employees 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 the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: 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. Page 5 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. E. The CONSULTANT shall furnish insurance certificates or insurance policies at the OWNER's request to evidence such coverages. The insurance policies shall naive the OWNER as an additional insured on all such policies, and shall contain a provision that such insurance shall not be canceled 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, serve substitute policies ftu-nislung 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 mediation. No mediation arising out of or relating to this Agreement may proceed without the agreement of both parties to submit the dispute to mediation. The location for the mediation shall be the City of Denton, Denton County, Texas unless a different location is agreed to by the parties. ARTICLE XII TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate 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 ftilfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, 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 properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of Page 6 termination, in accordance with Article V "Compensation." Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. 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 employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. CONSULTANT retains design responsibility and liability at all times during this Agreement and after completion of this Agreement. 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 address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days' mailing: To CONSULTANT: V%&(Colm Kyn"t , 1^r . 44 t�O M--. , P.E. I Z4 0 Cody 1U0 SEA• I?.00 1 llF.s 'TX 15 Z S 1 To OWNER: City of Denton Kathy Gault, Water Production 1701 B Spencer Road Denton, Texas 76208 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days' mailing. ARTICLE XV t ENTIRE AGREEMENT This Agreement, consisting of pages and exhibits, constitutes the complete and final expression of the agr�� ientient of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. Page 7 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 intention of the stricken provision. 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 hereinafter 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 arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. C. In those instances deemed necessary by the OWNER, the CONSULTANT, its employees and/or its Sub -consultants shall be required to submit to backgrou id checks. ARTICLE XX ASSIGNABILITY The CONSULTANT shall not assign any of its scope of work under in this Agreement, and shall not transfer any of its scope of work under this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. Should the Page 8 CONSULTANT assign any part of the monies due under this Agreement, CONSULTANT is required to provide written notice of the same to OWNER. Any assignment of monies due under this Agreement shall not change any of the terms or conditions of this Agreement to include but not limited to the terms and conditions for payment under this Agreement. 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, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XXII MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: (list exhibits) B. CONSULTANT agrees that OWNER shall, until the expiration of five (5) years after the final payment or after final completion of all work required under this Agreement, whichever is longer, have access to and the right to examine any directly pertinent books, documents, papers, correspondence, to include e-mails, and records of the CONSULTANT involving transactions relating to this Agreement. CONSULTANT is required to maintain and make available all electronic records associated with this Agreement for purposes of examination. 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. This paragraph shall work in conjunction with the Audit provision set forth in Article XXIII. C. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. D. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be . However, nothing herein shall limit CONSULTANT from using other qualified and competent members of its firin to perform the services required herein. CONSULTANT understands that OWNER is to be informed of the removal or loss of any of the key persons working under this Agreement. CONSULTANT also agrees to provide the OWNER with notice of the name(s) of who it intends to replace the key person. OWNER shall have a right to reject any replacement Page 9 key person(s) and CONSULTANT agrees to name a replacement key person(s) acceptable to the OWNER. 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 appropriate to ensure that the work involved is properly coordinated with related work being carried 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. ARTICLE XXIII RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONSULTANT shall retain such books, records, documents and other evidence pertaining to this Agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the CONSULTANT shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1 % or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONSULTANT which must be payable within five business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER'S sole discretion, grounds for termination thereof. Each of the terms "books" "records" "documents" and "other evidence" as used above shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. Page 10 IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has execute thus Agreement throu h its duly authorized undersigned officer on this the ''7T day of 207. CITY OF DENTON, TEXAS I/ 2 / e--- GEOfkG9 C. CAMPBELL, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY B ljoit '."� APP VED A TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: CONSULTANT gvt/� Gt ...-_ K'r,L 1� C^t. Name, Title WITNESS: B CITY OF DENTON INSURANCE REQUIREMENTS FOR CONS ULTANTSICONTRACTORS The Offeror's/Bidder's attention is directed to the insurance requirements below. It is highly recommended that offerors/bidders confer with their respective insurance carriers or brokers to determine in advance of its proposal or bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an offeror/apparent low bidder fails to comply strictly with the insurance requirements, that offeror/bidder may be disqualified from award of the contract. Upon award, all insurance requirements shall become contractual obligations, which the successful offeror/bidder shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Consultant/Contractor, the Consultant/Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon cis practicable after notification of award, Consultant/Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the proposal/bid number and title of the project. Consultant/Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Consultants/Contractors are strongly advised to make such requests prior to proposal/bid opening, since the insurance requirements may not be modified or waived after proposal/bid opening unless a written exception has been submitted with the proposal/bid. Consultant/Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted. - Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A. • Any deductibles or self -insured retentions shall be declared in the proposal or bid. If requested by the City, the insurer shall reduce or eliminate such deductibles or self -insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the Consultant/Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: Page 12 • Name as additional insured the City of Denton, its Officials, Agents, Employees and volunteers. • That such insurance is primary to any other insurance available to the additional insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. • Cancellation: City requires 30 day written notice should arty of the policies described on the certificate be cancelled or materially changed before the expiration date. • Should any of the required insurance be provided under a claims -made form, Consultant/Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Consultant/Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. Page 13 SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $500,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned, hired and non -owned autos. [X] Workers Compensation Insurance Contractor shall purchase and maintain Worker's Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation Commission (TWCC). [_] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis, and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least combined bodily injury and property damage per occurrence with a aggregate. [_] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [X] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [_] Builders' Risk Insurance Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [_] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a "blanket" basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than each occurrence are required. Page 15 L j Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Page 16 ATTACHMENT I LJ Worker's Compensation Coverage for Building or Construction Projects for Governmental Entities A. Defmitions: Certificate of coverage ("certificate ")-A copy of a certificate of insurance, a certificate of authority to self -insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner -operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the govermmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and Page 17 2) no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and mamier prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2) provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3) provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4) obtain from each other person with whom it contracts, and provide to the contractor: a) certificate of coverage, prior to the other person begimning work on the project; and b) a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5) retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6) notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and Page 18 7) contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self - insured, with the commission's Division of Self -Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Page 19 Exhibit # 5 The City of Denton (OWNER) intends to develop a Supervisory Control and Data Acquisition (SCADA) Master Plan for its Water Production System. Malcolm Pirnie, Inc. (ENGINEER) will perform professional engineering services to develop the Water Production SCADA Master Plan (PROJECT). Task 1 - Project Administration ENGINEER will perform project administration activities in three distinct phases: • Task 1A - Initiate Project - ENGINEER will prepare a Project Management Plan, assist the OWNER in organizing a Project Leadership Team (see below), and conduct a Kickoff Meeting. At the Kickoff Meeting, ENGINEER will present a future oriented view of the "Top Ten SCADA Trends for Water Utilities" to help jump-start the thought process about improved uses of technology for the City of Denton. • Task 1B - Monitor and Control Project - ENGINEER will perform the weekly activities required to manage schedule, resources, budget, communications and risk. Under this task ENGINEER will also prepare monthly activity reports and schedule updates to be submitted with monthly invoices. ■ Task 1C - Closeout Project - ENGINEER will debrief the Denton Project Leadership Team, closeout activities, and submit the final project invoice. For this project, ENGINEER recommends the OWNER form a "Project Leadership Team" (PLT) consisting of 4 to 6 stakeholders from a cross-section of the utility who are interested in the outcome of the project. The Scope of Work includes significant engagement of the PLT for the Kickoff Meeting, status meetings, and special meetings to resolve issues and make critical decisions during the project. For example, the PLT will have final input into the portfolio of projects selected for the SCADA Master Plan. Deliverables The primary deliverables for Task 1 are: ■ Project Management Plan. ■ Kickoff Meeting agenda, presentation slides, and minutes. ■ Invoices with activity report and schedule update. ■ Closeout checklist and debrief summary. Assumptions and Constraints ■ OWNER will form a PLT and will sustain involvement of the PLT for the duration of the PROJECT. • Kickoff Meeting will be held in Denton at OWNER selected location. Task 2 - Document Goals and Objectives ENGINEER will conduct a multi -pronged effort to document the drivers, issues, and needs of the OWNER. The Scope of Work includes: ■ Task 2A - Data Request and Review. A document request memo and review of documents, including the current Strategic Business Plan, previous related SCADA plans and reports, recent annual reports, current system high level documentation, and other documents the OWNER may provide in response to the request. ■ Task 2B - Interviews. Interviews of executive and management staff to gather unique perspectives on issues and needs within the City's various divisions. ■ Task 2C - Goals and Objectives Workshop. Workshop to obtain PLT feedback. Deliverables The primary deliverables for Task 2 are: ■ Goals and Objectives Workshop to discuss current and future drivers, issues, needs, and strategies for Denton. ■ Goals and Objectives Workshop Agenda and Meeting Minutes summarizing goals, objectives and agreements reached during the workshop. These minutes will serve to document the City Goals and Objectives. Assumptions and Constraints 0 There will be a maximum of 6, one -hour interviews conducted over a 1-day period. ■ Workshop will be a 2-hr workshop with the PLT to be held at the ENGINEER's office. M The OWNER has ready access to the data to be requested in Task 2A. In the case that data is unavailable, the OWNER will take primary responsibility for gathering the data in the field as required, with assistance from the ENGINEER. ■ The ENGINEER has access to information relative to the Lake Lewisville facility due to work on a separate project. The ENGINEER will utilize information from that effort to develop the baseline for facilities that are currently undergoing design improvements, rather than the existing conditions. Task 3 - Perform Baseline Assessment ENGINEER will perform critical assessments of current OWNER capabilities with respect to the following: ■ Task 3A - System Operations Assessment. Practices and procedures for operation of the utility systems using SCADA including staffing requirements. ■ Task 313 - Organizational Assessment. Organization, practices and tools used to govern, manage, and support SCADA throughout Denton. ■ Task 3C - Communications. Facilities, protocols, staff, and management tools used to furnish high capacity, reliable, and fault tolerant communications services, both wired and wireless. This effort will involve field visits to all key SCADA communications facilities. • Task 3D - Technical Infrastructure Assessment. Servers, desktops, SCADA software, communications network, and physical facilities (space, environment, energy) used to deliver computing applications to end users. ■ Task 3E - Security Assessment. Policies, procedures, staff, and systems dedicated to system security, data protection, and disaster recovery/business continuity. ■ Task 3F - Data Integration Assessment. Methods and tools for integration of key SCADA data for use throughout the utility. s Task 3G - SCADA Outsourcing Agreements. Current and anticipated use of 3rd parties to provide SCADA related services, including programming, configuration and network connectivity. ■ Task 3H - Electrical Power Reliability Assessment. Current electrical power provisions for critical SCADA systems including UPS, generator backup. Deliverables The primary deliverables for Task 3 are: t Summary memorandum (draft) for each assessment containing: current capabilities, best practices and tools opportunities, a gap analysis, and improvement recommendations. ■ System Architectural Drawings, showing existing network communications infrastructure, protocols and equipment. Assumptions and Constraints N Each assessment will be conducted by ENGINEER through face-to-face meetings with designated Denton representatives, reviewing an audit checklist, inspecting physical facilities and records, and reviewing observations with the OWNER. ■ Draft memorandum will be submitted to the OWNER in electronic (.pdf) format. ENGINEER will address OWNER review comments and incorporate final memorandum as an appendix in the draft Master Plan. Task 4 - Perform Requirements Definition The purpose of this task is identifying system requirements and criticality to meet the OWNER's Water Production SCADA vision. ENGINEER will evaluate several areas including: ■ Operations Requirements Summary • Data Management, Reporting, and Applications Requirements Summary it Denton SCADA Security Requirements Summary ■ Communications Requirements Summary ■ Denton SCADA Technology Requirements Summary • Denton SCADA Electrical System Requirements Summary Deliverables The primary deliverables for Task 4 are: • User group meetings to refine understanding of requirements ■ Summary Memorandum (draft) documenting results of the Requirements Criticality Evaluation Assumptions and Constraints ■ Two, 2-hour user group meetings to be held at ENGINEER office. ■ Draft memorandum will be submitted to the OWNER in electronic (.pdf) format. ENGINEER will address OWNER review comments and incorporate final memorandum as an appendix in the draft Master Plan. Task 5 - Select Preferred Projects ENGINEER will use the results of Tasks 2 through 4, and our experience working with similar leading utilities, to develop a Candidate List of recommended SCADA Master Plan improvement projects. ENGINEER will then plan and conduct a workshop with the PLT to finalize the criteria that will be used to evaluate each improvement initiative (or groups of initiatives in the case of a multi -step improvement program). The criteria will be defined and weighted within the Utility Value Index spreadsheet, the tool used for the evaluation. ENGINEER will perform due diligence for each improvement project and develop draft Project Business Cases. ENGINEER will submit the business cases to the PLT for review, and will refine them based on PLT feedback. ENGINEER will then conduct a Project Portfolio Workshop with the PLT to briefly review each improvement project, and develop a portfolio of preferred projects that will be incorporated into the SCADA Master Plan. To facilitate the workshop process, ENGINEER will pre -load the Utility Value Index tool with projects and preliminary ratings for each criterion. After the Portfolio Workshop, ENGINEER will finalize the Project Business Cases for the projects to be included in the SCADA Master Plan. Deliverables The primary deliverables for Task 5 are: s Criteria Definition Workshop, agenda, and minutes ■ Summary of draft Project Business Cases for candidate projects. • Project Portfolio Workshop, agenda, and minutes. ■ Fully loaded Utility Value Index Tool used to evaluate and select projects. ■ Summary of final Project Business Cases for projects to be included in the Master Plan. Assumptions and Constraints ■ One, 2-hour Criteria Setting Workshop and one, 3-hour Project Portfolio Workshop with the PLT to be held at the ENGINEER`s office. Task 6 - Develop SCADA Standard Templates ENGINEER will develop draft SCADA templates using the iFix System that provides a standard for both graphics development and display logic, as well as standards for PLC program development. The standard templates will include standardized functionality for all major equipment types including pumps, valves, instruments and VFDs. The standard templates will not address specific system functionality (auto functions) but will address standardized functionality of individual equipment. Included in these standard templates will be recommendations for database tags naming conventions. The ENGINEER will review the existing system documentation and make recommendations for standardization of SCADA software 1/0 driver selection. ENGINEER will conduct a 4 hour workshop to review the templates and receive feedback. This workshop is directed at technical staff within the City of Denton as well as any preferred SCADA services vendor currently used by Denton. After the SCADA Standards Workshop, ENGINEER will finalize the SCADA Standard Templates to be included in the SCADA Master Plan. Deliverables The primary deliverables for Task 6 are: ■ Draft SCADA Standard Templates E Final SCADA Standard Templates Assumptions and Constraints ■ One, 4-hour SCADA Standards Template Workshop to be held at the ENGINEER's office. ■ City of Denton will make arrangements SCADA services vendor to be present at the workshop. Costs for vendor attendance and participation are not included. Task i - Prepare and Finalize Master Plan Initially, ENGINEER will work with the PLT to select the preferred format for SCADA Master Plan publication (e.g. Microsoft Word document versus web site), and develop a SCADA Master Plan outline meeting with the OWNER's defined expectations for SCADA Master Plan content. ENGINEER will prepare a draft of the SCADA Master Plan for review and comment by the PLT, and other stakeholders within the City of Denton. ENGINEER will revise and deliver a final SCADA Master Plan based on Denton feedback. A preliminary outline (Table of Contents) for the SCADA Master Plan is as follows: 1. Executive Summary 2. Summary of SCADA Master Plan Development Process 3. City of Denton SCADA Vision 4. Prioritized Business Needs a. Utility -Wide Needs b. Divisional Needs 5. SCADA Master Plan Project Portfolio - A Ten Year Plan a. Summary Project Descriptions b. Utility Value Index Evaluation i. Criteria and Weights ii. Financial Attractiveness Measures iii. Results c. Summary Schedule d. Summary Cost Estimate 6. SCADA Master Plan Detailed Implementation Schedule a. Programs, Projects and Phases b. Quick Wins 7. SCADA Master Plan Lifecycle Cost Estimate a. Initial and Recurring Costs b. Budget Considerations 8. SCADA Systems Architecture and Standards a. SCADA Computer and Network Infrastructure b. Software Architecture c. Process/Data Integration Architecture d. Instrumentation Standards e. SCADA Software Development Standards 9. Implementation Readiness Assessment a. Critical Success Factors b. Readiness Scoring ENGINEER and OWNER will conduct a final workshop to review the draft SCADA Master Plan. Deliverables The primary deliverables for Task 7 are: ■ SCADA Master Plan outline. ■ Draft SCADA Master Plan. ■ Review workshop, agenda, and minutes documenting OWNER review comments. ■ Final SCADA Master Plan in the format preferred by the OWNER. Assumptions and Constraints ■ SCADA Master Plan will be delivered as MS Word document. An electronic version in .pdf format will also be provided. ■ Review workshop will be a 3-hour workshop to be held at the ENGINEER's office. PROJECT SCHEDULE The proposed project schedule is attached. The schedule shows approximate project duration of six (6) months. PROJECT FEE The proposed cost for this scope of work is $119,873.00. The development of the cost for this project was collaborative effort between the OWNER and ENGINEER. The following table summarizes the process and changes made over the course of the negotiation phase. The ENGINEER understands the contract will be a lump sum fee. Scope Draft Date Associated Fee Comments 1 November 5, 2010 >$135,000.00 Original draft with level of effort 2 November 19, 2010 $129,000.00 Scope edits and minor reductions with fee refinement Final December 2, 2010 $119,873.00 Minor scope edits (no reductions) with fee reductions