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HomeMy WebLinkAbout1985 r if if 9'HL STATE O1' TWX11t § RENTAL PAYMENT CONTRACT COUNTY OV DENTON ~ AMEM)MEMP NO. Puratiant to Article 2 of tlWt certMri office; l,euse Ayroemont Providing for alto lease of promisee at 324 Lao: M<:Kinney, tiie under sigiwd per( iof) ngroo that bog inn irig the lat. day of January, 1986, the adjusted rental payments to be mo6e by Leosoc to Loauor, as drLCrinlned Jrs nccordance with Artie-le II, shall be FiVe Tliousahd Four r Hundred _ Thirty-five and 'Gwent-_fivo Conte ($5,43j,25) par Month. This amendment ahall be attaeliad to egad Office Louse Ayraoment and incorporated therein and slttill be aPfoctive until the 14th day of Apr 1s 1986. Executed this the L2~Oclay of 19 j LESSER, CST OP DENTON, TFXA,,9 LLGSOAS, JOAN CoRAGLN, RICKYL FIARL COLEMAN AND F)ATRICIA PENNINGTON 8yt J LAYt RICK Lli ACTING CITY MANAGER i 1 BY1 I AMOVLD AS TO LEGAL MM D1,BRA DRAYOVI`PC11, CITY ATTORNEY CITY OF' DENTONj TEXAS BY t~~~r~(~.~cvSf,G (~af l.L.~ j HENTAL PAYMLNT CONTRACT AbIVIMMLNT N0. ~ PAGE 80L0 is i T111' SPATE; OF TEXAS § AGM[ E Mi NT ISM PWEE;N THE CITY OF €1E:NTON AND FREESE & NICIIOLS, INC. COUNTY O DL'NTUN ~ foil E:,NGIN1.11"RINC 81"IZV ( PEtis Al;roeiucnt entered into this 7 dui of 19fS5, by and between the City of Denton, Texr, tore na'ter twilled the Owner) acting by and through Richard 04 Ste(Mrt, its Mayor duly authorixad to alit, and 1'rV . H0 & Niohols, Ino., Consulting Engineers, Fort Worth, Texas, hervina£ter called the WITNI 8SETII Thal: in consideration oil the covenants and agreements herein r ` contni.ned, the, pnrtiea hereto do mutually agree as follows,, 1. 11IPLOYh1;'.NT OF ENOINEEIt 'Ne Owner hereby employs the Engineer and the Lnkinoor agrees to perform prafessiunal services as herein set °orth under Scope of Services in connection with the development )f a water distribution study to evaluate proposed new water p, ant { sites. II. CHARACTER AND EXTENT OF SERVICES The Engineer shall perform professional, services compriain(; Invostigatlons and studies pertaining to present and past flows in the water distribution system and to determine the proper working of our peosent and future water distribution system with regards to the proposed new water plant sitna. III. SCOPE OF WORK l The Scope of the investigations and reports will be of atEf£iciont detail to determine the required water distribution system improvements with the water treatment plant at each of the selected locations. For the purpose of this `analysis, it will be at.sutned that Dentonls wetter distribution system can be operated as a single pressure plane. The following items will comprise the scope of wort- for this assignment-. 1. Develop a computer model of the existing wager distribution system using the information presented in the City of Denton, Texas, Water Distribution i 1 ti System Study, May 1981, by 1108410 and Rasor, Incorporated, The City of Denton will furnish a map showing all 12-inch and larger; lines which have been conatructed since the L981 study, The map will show the location of the lines, diameter, Year constructed and type of pipe material "soil, i 2. Calibrate the computer model of the existing water distribution system for 1985 conditions. The City will furnish high service pumping and pressure charts, elevated and ground storage charts and &ressur.e readings in the system for one twenty-four lour period (midnight to midnight) in 1985, Actual water usage furnished by the City and the Population used in the 1985 Wastewater Collection System Study, by Freese & Nichols, Inc,, will be included in the model. The conveyance coefficients (C-Factor) of the pipelines will be adjusted as necessary to develop a calibrated computer model of the existing water dictribution system which can be used to analyze the year-2000 conditions. 3. Develop a computer model of the distribution system €or year-2000 conditions, Distribution system improvements recommended in the City of Uonton, Texas, Water Distribution System Flow Analysis for Alternate Water Supply Sources, July 1983, by Hogan } and Rasor, Incorporated, Exhibit "y", Alternate No, 30 will be incorporated into the calibrated model of the existing water distribution system, A population of 122,200 persons 14111 be distributed 1 throughout the distribution system using the projections made in the 1985 WaO.ewator Collection System Study, by Freese & Nichols, Inc. The year-2000 system will be analyzed for maximum-hour conditions using the water use projections made in the 1984 Water 'treatment Plant Expansion Study, by Freese & Nichols, Inc,. Avera;o-day water use will be 193 gpcd, Water use ratios of 2,15 from peak-day to average-diay, and 1,60 from maximum-houv to peak'-day will be used in this study. Using Chia criteria, L`he year-2000 maximum-hour demand will be 81.13 million gallons per day, 4. Analyze the year'-2000 distribution system for the three plant site locations recommended in the interim Water Treatment Plant Site Study Report and the fourth location which was selected by the City.; PACE 2 E, f 5. Proparo a letter report describing the restilts of the analysis of the year-2000 distribution system with khc water treatment plant at each of the four locations. Estimates of capitHl and operation and maintenance costs are not included as 'a past of this analysis. Mapping, as nnees4ary to describe the resuILs of this study, will be in the form o schematic representations of the water distribution system prepared on Freese & Nichol.'s calcomp plotter. IV; TIhIL OF COMPLETION The letter report will be furnished to the City i.n ' approximately forty-five days after Freese & Nichole, Inc. receives the data to be furnished by the City. V PEI] Fracnse & Nichols, Inc. ~ioposes to perform the services outlined under "Scope of Work' on a cost times multiplier basis in accordance with the attached Schedule of Charges, with the maximum fee not to exceed Eight rhousand Dollars ($$,000.00) without prior approval from the City of Dontvn. The fee will be due and payable upon delivery of the letter report. Any additional work or meetings beyond the "Sco e of Work" will be accomplishod at the cost times multiplier ~asis in accordance with the ateache.d Schedule of Charges. Any additional work or meetings will not be initiated without City of. Denton prior authorization. VI., SUCCESSORS AND ASSIGNM3 N'r5 The Owner and the Fingineer, each binds himself) his successors, executors, administrators and assigns of tho other party to this Agreement, and to the successors, executors) administrators, and assigns of such other party in respect: of all covenants of this Agreement. Neither the Owner not the Vngineer shall assign, sublet or 'transfer his 1uLerest8 in this Agreement without the written consenL of the other. VIl,. INDLMNITY To the extent c:lowed by tht, taw of , io State of Texas, Engineer shall defend, indemnify, anti hold City whole and harmless against any and all claims x:or damages, coats, and PAGE 2 uxpensea to persons or property that may arise out of, it bo occasioned by or from any nogLigant-act, orror"or omi.srton of Engineer or any agent, sarvant, or employee of hoginor-, in the execution or performance of this Agreement. IN TESTIMONY HEREOF, tho parties herato have executed this Agreement, the clay and year first above written. CITY OF DENTON$ TEMS 13Y ACTING CITY MANAGER j ATTEST 1011A W'46- CITY- CITY OF DNNTON, ~TEXAS RECRETARY S, APPROVED AS TO LEGAL FORMS DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY CITY OF DENTON, TEXAS j ~ kk I . t1Y -r~- PREME & NICHOLS, INC. aY. HLS RMERT VICE-PREMDEN'C PAGE ~E ~r .f......H.`..+w-...ter'. FRCESE AND NICHOLS, INC, Schedule of Charges / t Staff Members Salary cost Times Multiplier of 2,2 Salary Cost is defined as the cost of salaries of engineers, draftsmen, stenographers, surveymen, clerks, laborers, etc., for time directly r chargeable to the _pro,lect, plus social security contributions, ` unemployment compensation insurance, retirement benefits, medical and insurance benefits, bonuses, sick leave, vacation and holiday pay applicable thereto. (Salary Cost is aqqua'! to 1,39 times salary payments, This factor is adJusted onnually.l Other Direct Expenses Actual Cost Times Multiplier of 1,0 Other direct eXpenses shall include printing and reproduction expense, communication: expense, travel, transportation and subsistence away from Fort worth and other miscellaneous, expense directly related to the work, I including costs of laboratory analysis, tests, and other work required to be done by independent persons or agents other than staff members. f E i i 1 y y : 1257E THE STATE OF TEXAS § AGREEMENT BETWEEN THE CITY OF ~ DE:NTON AND C. H. RODGERS COUNTY UU DENTOH The City of Donton, Toxas, a home rule municipal corporation, heroaftev called "CITY", noting herein by and through its Acting City Manager and C. Ik Rodgers, hereafter called "CONSULTANT", hereby' mutually agree as follows. SCOPE OIL SERVICES CITY agrees to employ consultant for the supervision and consulting service for inspection and repair of the generator and I its components of City's Electric Generating Unit 04, III PAYMENT CITY agrees to pay CONSULTANT for the services performed hove- under as follows; (a) The suns of Five Thousand Two Hundred Fifty Dollars ($5,250.00) payable at the rate of Three Hundred [nifty Dollars ($350.00) per day for fifteen (15) days. (b) A sum not to exceed Fifty-five Dollars ($55.00) per f day for hotel accommodations and meals with the total not to excned Eight Hundred and Twenty-rave Dollars (c) A sum new to exceed one Hundred Fifty Dollars ($150.00) (3 weeks at $50.00 per -week) for travel expensosi (d) Payments shall he made for services on a weekly basis. (e) Payments for the items enumerated In (h) and (c) hereof shall be based upon receipts submitted by CONSULTANT. L S 1 III. SUPERVISION AND CONTROL BY HTY It in mutually understood and agreed by and between CITY and CONSULTANT that CONSULTANT is an indeapondent CONSULTANT and shall not be doomed to be or considered an 'employee of the CITY of Denton, 'T'exas for the purposes of income tax, withholding) social security taxes, vacation or sick leave benef t&$ worker's compansation, or any other CITY employee benefit, The CITY shall not have super- vision and control of CONSULTANT or any employee of CONSULTANT, and ii it is expressly understood Char. CONSULTANT shall perform the I services hereunder at the direction of and to Clio satisfaction of the City Manager of the City of Denton or his designee under thin Agreement t IV. I SOURCE OF FUNDS All payments to CONSULTANT under this Agreement are to be paid ! by the CI'T'Y from funds appropriated by the City Council for such purposes in the Budget of the City of Denton. V. INSURANCE CONSULTANT shall provide, at his own coat and expense, worker's compensation insurance, liability insurance, and all other insurance necessary to protect CONSULTANT in the operation of CONSULTANT'S business. F i PAGE 2 . r V1. CANCELLATION CITY reserves tho right to cancel Lhis Agreement at: any timeby giving C'ONSULTAN'T' ton (10) days written notice of its intention to cancel this Agreement, VII. TERM J The term of this AgreemenL• shall commence or or about the 18th day of November, 1985, and and on or about the 14th day of Deoember, 1985. VIII. MODIFICATIONS The provisions of this Agreement constitute the entire Agreement between the parties and supercede all prior communications and agreements, oral or written, between the parties hereto with regard to the subject of this contract, LX. INDEMNITY i ro the extent allowed by the law of the Stare of Texas, CON- SULTANT shall defend, indemnify, and hold CITY whole and harmless against any and all claims for damages, costs, and expenses to persons or property that may arise out of, or be occasioned by or from any negligent act, error or omission of CONSULTANT or any ngent, servant, or employee of CONSULTANT in the execution or performance of this AgreemenL. PAGE 3 l X, RIGHT Or It WILW CITY shall have the right to roview uny and all o the services performed by CONSULTANT undo Lthis Agreement, eday of 17t~L~ 1985. Executed this the CITY OF DENT TEXAS BY1 i ~ -ACTINO CITY MANAGER ATTEST; 11MOTTE ALLEN) CITY SECKETAV CITY OF DENTON, TEXAS APPROVED AS TO LEGAL VORM DEBRA ADAMI DRAYOVITCU, CITY ATTORNEY CITY OF DENTON, TEXAS , BY: CONSULTANT BY That Robert L. Nelson, Director of Utilities, is hereby designated as the person to administer ti p ovisions of this afSrat~ment. r- MANAGER a t PAGE 1, r . k D AMCAICAN 61tlElE6 pYCYCR'IIL'B,INC. ~!l I,~i 1 : CItY l l U ! .,r~....i December 12, 1985 CNYh'hFIM1LlR591FlC(,,,, Charlotte Al.lon City of Deoton,TX Municipaj. Building Dontoni TX 76201 !M Deny Charlotte, 41 Encloecd 1H tho the License Agraeinont for tho City of Donton'H "Welcome to Mention" nign. If the city will be. recording this intormnti.on, planue Hand that Infor- mation to Cindy J. rrnAF, kGA Fast lot South, Salt Lake city, Utah I A411I, Sincerely, Amor~i.tccttt nro arcreinA, Inc: Tint W. Peters s Real Xstnto Mnuager i TP/rAk 1"1101 osurd f I z ! I I l s fR)cxlculIYEuItlylPdSTISUIlt loos WO Wliti$vjIt YM, 7,16111 L vHJ)N[; Iii dJ 21a,I1Jl S 6 f.~ t. r .1 w.. 41i :1e' s~ !C Idg4 • tt l4I;M0 RA141)0M t `Poi Tint N<Nrte FROM: Cynthia J. Crass ' DATT7 i Deceinbcr. 9, 1985 RE: Skag+ls Alpha Beta ~H %1 0 i Denton, Texas "clused is Clio City of benton's fully executed License Agreement for the "Welcome To Denton" sin. Since you had 4 the initial and continuing contact with' the City, I will Wave delivery of the agroemont- to you, 1 l The Licouse Agreement is in recordable form. If the City will be recording the agreement, please have them inform mof thq recording information too that l may Indic-ate i o~tr Y it in file. m1 cct Lyle T. Gormun Kent T. nnderaon i i r-~ + 1 r 1 . ? i , r ,s r1 5 t \ ,,,t }1 y , j., II 7 t r t i t, 7t.1 E' } 1, tl r•r „p) is 714 e a `1 t } 1 1, ~t7 C. U. i 1 8q 1'tl~l'P i., l~t'1 G'1.. t, :11 r1J 111`11, iIll- oil) T7illi t' II <1,1r~ ) G. ;)t7: ii r tVll,i 1.i}1Ct G.~es :1Y+, t CIO 1 r t'lri. I r\'IEt}`i „tilt ,'l7 r r t i `11\ t.r ifli i r'11 ;1I y, 1, r_t CLS cC`~t'C t,]Ct~'f'llr jl1 1\.}1'1'. `rsa ,fli S.. l11, ,11` fl'l ll.`t ui i.. lil II t ('r le{l`f.'il .11, /+}I'll l 171 { 1 Ue+)TLaTI a ].tcclr 1 u.,f" I I+ 11t1 lel1} tJt;711f !I I t I`I: 1 F 1I}}., nl1Il,f ili}I;1 v dC;;GI 1}"@C] ,rl.ti Litl)' 1 I`<rl' (~11 lPkrl } V-1 `}tnt 1 10C,a hi ty 12u) ttl tIt iti I'1` Et' Ili) I,!ll} I1trl1: 1 Y -180 and vn Iluncl vl] {1L7(J l.l01 4tlrflta lu'rlll rtd I(till,l rUr: p I Yo l'th 1.1.1'11 11Y (III4,.al l l'+tl ~11(-1h{ a =LOT1 ) f'lu° )`(,1 CC] fill 1' :;11.111.{ I 1111n betel .r.rc) c} nt:!`Il lI I {7lJ it, l)y tlr+Fll N Ilr.,l h 11r n3ii) f ~ r,11!T ttlli,r, 7 EllrVoll(+ [ It E 1r i)i1•l` Q117. 11.1+1Ith 711 %I ('!I,rl lit,) I, I)1 r' 1'h r1 :i Utz 1h5)11 c~ I I,G lt3t, tt 1:~1 111~{I. 11 )I lt;l ++ilt rt fr J••l1, IT It)11tt trr jltll LI,JI+t l runCT1CC`)I 4frill" ) rr{ f"'chl 'vom ` lV,r`lVrT ~JJJ Jr ~ ~ 1 frs1•! LL_ I;I,cc t,€Lrtr t11+ it t?1~ th <i}lrl, f l,r ttrr r h J 71Jri)rl I, 1itYf1 th 1`UT t1'f!1 r' ir, l-, r/ En _~,/F1'!r}l it l[( 1 J 11 It, (I f~r•1`. I'•,IIt, fC:ai Mitt tb: r]}'. ' T1t t'e 1. rlrY :r'-r':htF lt- (J't< ~~.{N r. l.. tr1~ oI 1f. f. v'r ai 1 r.lt IFtl I11+, 1r lit r.rl f, r,1 n r„ , . r r .:Ir r a r 1 1- [ ~ , } ~ yfi (I J.l t Y~''r 11 t r r. i persons, loss of life v r domage K thn DonLon Sian, vel,i.clus, nr other properti.on ar.isinu fycil er consisted with the 1. tcQnr;e granted heroin and Lhu liuntua Sign. Denton rupreventE and warrants that.. it i:or n E',cliiriAnt insurance to c.'cucy its fol'uyoing agrooment to indellluit Alpha Beta, 5. Not it pedicat iOn. Mothing contained in this Agreement ';alial7+be dee occ! tr bo a gift, or dedication of any portion on the Alpha (zeta Property to Cllr cuiner•al public hryond the terms hereof, it heron tho inf.c.nti.on of the Parties that this Agreement will ho strictly int.rrpreted and limited to the purpose and term herein set forth, fi, "'c;rlir. The license granted heroin is terminable at any time by Alpha Beta for any or no rr:,i<icti, The license grhntcd herein and the agreements heroin contained shall be t.erm!rublc by Alpha Beta upon thirty (30) days written notice sent to Chris Smith, Administrative AUsistant, Parks; r and Recreation Depavtmont,, City of Denton, Texas, Municipal building, Denton, TX 76201 Until termi.notioh, the license ,,irunted therein and the agreewonts hr:icin contni:ned shall run with the land, burden the Alpha netA Property, and inure to the benefit of and be binding upon the Parties hereto and i ' their respective nucccnoors and assigns, 7. RomovaI. At the end of the term, Denton agrees, k at As sole cost and expense, to remove the Denton Sign and rnpai r, any 4amage caused by such removal, If bontoti does not commence removed within ton ON days of the end of the term and complete remcvol And repair within twenty (10) days after co umancntscnt., Alpha Beta shall have, in addition to other remedies at law or equity, tho right, but not the oblinp ;on, to commence and/or complete all or eny portion of .,uah WOO Alpha Beta shall have the right to assume or •ject, any contract previously let by Denton for such work and Denton agrVas to indemnify and hold Armless Alpha Beta from all claims, Judgment.:, epma"A' costs and expenses arising from Dorton's default or Alpha Beta's rejection. If ' Alpha Meta rlect.u to isectorm all or any portion of the work not clone by Denton, Denton 'hall r'Isamburse Alpha Betio within tt;onty (2,0) deye of Hiling by Alpha Peta to Denton for the costs and expcnBes of such work. 8, Attorneys' Payly, In the event legal f:rccoedings VX0 COMMOTcaTc to~enEorce tlic^, to1'lli.i of-t.his Agroeinont, the sliccnas ful Party shall he entitlod to and shall receive from the de£tultinal'Party a reitsonahle nwn PP et:ternsyn, frees and costs, to be fixed by the, euurt in tho same action, J 7. .1' I C1, If 1;11F 17f;V t,^j Oltfi fiY QYt, J oil .9 of 1l Js l.rtcruul ;li,tl.). lruupw ullenColccz,l]t, )J.?.f•~t, riul]. 61' void for £Slly 1nii oli, la,(.V'i'.]iot'1 f`nd cn1o):c0c1L11itV of tho Ycinclinih(j irtovi on^, dr I;r;.r,ti Ins tltercpi', w.i l l r,c 1. l i l urJI,- ;acl , f SP: f'rr FE'S tInrpi: v, the P'ar.t.im 11AW! this Tr.1 Qr'lise Aorconlnn t• a9 of 't'ktC,. 1:St cAI)Ove wY].t A],P1IA '111:.a C0,%i11AN''Y f)c.tciware ii)ol' tion AppHUV1;U / ASPI pl LL'dALDRPI' BY. It? ATTrST: 12 tSCcretNYV CITY c'i u~N'1 , 'Prins ny; i i ~ ATTf;R'1' API)ROVED _ AS TO FORM; a CITY ATTORNEY, CITY OF DENOIV, 7FXIIS r BY: =111; OF UTAH r "s 6 CO UIPPY OV SALIP LAKE F?cf.rlr. rr,o, thn ttndoxsigncd Not,°ti•y Pul)ti.a, oil t1jo flay of ~},,,rt4~p, 1905, P1n~ftAr©d and J27 ,POn , to me known to Ilr. ~c~ r ti nnr] the ~rilue- tl1.c;YlttnYy, :'e$;t?cot'ive5~y, OT tliIHA 131:TA COMPANY, a Ge~aw~ro rorpot•ation, r.r.li acknowledgod that the fc)'e++cicltlicj instrun~cnv pr~~S s3.<tliod on lialtrt].f of Said corporetion by authority of it:! 1)}'1: £tt•+£ C`l~ v 1-cvOll1t'ioll ql' its k3<j .).<1 of 1)irector8 8 Ky~IO'!', 2Y PUE .Tc~W My commission expires 1 j" i I III 1 i 1 I ~TATI CIL TIE 1: 1% r! rC f t' , 1 tiF'' D1,Ci'PUN ~ Pc fore me, the u»dovs.i.tx:u'd N'c: toy P111AAc on t:hc! LL ! 19E35, aCp+'arecl/~Cr<L~_SV.k'Llcf~ and (/fK,~%~, cc"tiJ to me known to hc: and ('N/~>z Pdty~?~` , rosj,cict.ively, of the CITY OF DENTON, TEXAS, and ~ignetl cr aCknow.led ed t1lat the fot'egniny iii: t'tument was behalf of thk CITY OF' DENTON, TEXAS, by authmc itv. NOTARY PUK Res~d1 at moo Jarltir«r~~zt MY rommisgion-expires: j : i ! ``8k^^'TTT"•+W►y~'YI.d1Y'Aat}WMK~ii1~bA .90 UU 17i+tnY1MT9 W1W.a1{Jli11L Wi.crdl~ 0 84 135UE1 on the south boundary line of Tract 1 of Marg Sam subdivision as shown on the plat recorded in Volume 11, Page 25, Plat Records of Denton County; THENCE North 89 degrees 40 minutes 25 seconds East with a fence a distance of 294,48 feet to an iron pin at the Southeast corner of Tract 11 THENCE North 00 degrees 37 minutes 05 seconds East along and near a-fence a'distance of 504.31 feet to an iron pin on the South right-of-way of the 11 & P Railroad) WHENCE Northeasterly with the South right-of-way of the T & P Railroad around a cut've to the left having a central angle of 10 degrees 09 minutes 33 seconds, a chord of north 68 degrees 37 minutes 34 seconds East 441,58 feet, a radius of 2493.69 feet, and an are distance of 442.16 feet to the and of said curve THENCE North 63 degrees 32 minutes 48 seconds East with the South boundary line of said railroad 1294.50 feet to the point of HEd1NMOO containing 90.6566 acres of land. i r 't t f Exhibit 0 ~1Lf ~r` ed) ItF"" r ,L. j I ~ U ) 5_ ,l a ~ S.j,tr~ i'WANyAf ~YLW iii[4r'ra4lMMP~WYT6Ar'S~i~G}iW:A7..U~~a j Ekfllbit G j C) M ~r. (,Rg DD F-I 0 C~,. F- 0 El 100, 0 C i OWN ~ !y i wq ~ fri3r,~, ( y t + Ali tf~ I , f I my f 1 r J ~ 1 r ♦r V~',N~i:~y'~',t~iN ~ix9+'1 ,.1 f ~`p~'~1 rWryrRy~ ~'+LtSt~,+CMtayp♦ f] ~ , i i JE ~M'~thn h9f57JP/fV6N ` . V. Mo i i~ - -.•1 ,r a..~,.i_, f. '.1'lAfOn P`'ik.".{`~t7 E 90 00 1721379 D 84 135011 0 FXH1fsIT "A° hll that cer,ain tract or parcel of land situated in the M. Forrest Survey, Abstract 417 and the T. H. Living Surveyr Abstract 729; '?enton County, being all of Tract, 2 of the Marg-Sam Subdivision plat which is recorded in Volume 11, Page 25, Plat Rcccrds of Denton County, Texas, and being more fully described as follows; BEGINNING at a found iron pin on the south riglit-of-way of the Texas and Pacific Railroad at its intersection with the middle of Mingo Road, said corner being the North Northeast corner of said Tract 2 in the T. Living Survcyt THENCE South 27 degrees 35 minutes 18 seconds East in Mingo Road' past the South boundary line of the T. H. Living Survey which; is the North boundary line of the M. Forrest Survey and continuing a distance of 310,97 feet to an iron pin at a turn in Mingo Road; THENCE South 83 degrees 45 minutes 31 seconds East in Mingo Road a distance of 776.97 feet to a railroad spike in the middle of Geesling Road and the East Northeast corner of Tract 21 THENCE South 02 degrees 19 minutes 32 seconds West in Geesling Road << distance of 1456,80 feet to an iron pin at the beginning of a flare of U.S. Highway 380; THENCE South 41 degrees54 minutes 15 seconds West a distance of. 156.52 feet to a right-of-way monument at the end ot, said flare; THENCE South 80 degrees 37 minutes 58 seconds West with the North rightwof-way of U .S. Highway 380 along and near a fence a distance of 847.97 feet to a right-of.-way monument; THENCE South 74 degrees 47 minutes 24 secondss West with the North I boundary line of acid Highway a distance of 101.06 feet to a right-of-way monument; THENCE South 80 degrees 38 minutos 00 seconds West with the North boundary line of said Highvny a distance of 1140,23 foot to a fence corner at the South Southwest corner of Tract 2 and the I Southeast corner of a tract described in a Deed from James C, Payne, Br., et al, to Paul L. Lubbers, et ux, and recorded in ` Volume 604, Page 351, Deed Records of Denton County; f THENCE North 00 degrees 49 minutes 39 seconds East with said fence a distance of 259.11 feet to a fence CoVnor at the Southwest corner of a 3.465 acre tract described in a•deed from Margsam Investment Company, Inc. to James C. Payne, and reoordod in Volume 522, Page 501, Deed Rooordu of Denton County; I THENCE North 85 degrees 13 minutes 12 seconds East with a fence a distance of 199.71 foot to a'fence corner at the Southeast corner of said 3.465 acre tract; THB140P North 00 degrees 59 minutes 25 seconds East with a fence a i distance of 696.91 feet to a fence corner at the Northeast corner of said 3.465 acre tract. 'T'HENCE South 89 degrees 43 minvtes'16 seconds West along and near a fence a distance of 779,34 feet to an iron pin at the SouthoasL corner of dedicated Mary Loo Road; THENCE North 00 degrees 45 minutes 17 seconds rant a distance of 70.0 feet to an iron pin at the Northoast• corner of Mary Lee Road a JUL22R5 B L A C K tk V E A T C H rE..L I031 967-WOO LNG,INLERS-Artcrinucrs IELE_X41,62G! 1500 ME AnoW LAKE: PARKWAY MARINO A00Rk SS VD, 0OX No. 8405 - 'AANSA5 6It Y MISSOUR? 04114 City of Denton, Texas B&V Project 10566 Lewisville Hydroelectric i'rroluct B&V F+ilo 11.0201 Engineering Agreement July 17, 1985 City of Denton Munirlpal Building " 215 Cast McKinney Dention$ Texas 76201 Attontiont Mr, R. E. Nolson Director of Utilities Gott tlemon This letter confirms our telephone convefsatlou of July 16, 1985 regarding this subject. We hereby confirm our understanding that the City has limited current billings to $25,000, lie agre`ed previously, we are deferring billings on general overheade and profits on thin work. (Those doterred monies will be paid by the City when and if the City proceeds with the subject project. Since the City only authorized payment, as noted above, on a portion of the work we Are currently performing nod we will 'incur billable and deferred costa beyond the $25,000 limit, we will add these costs to the deferred portion of our billing, in accordance with our discusaion, we understand thnt these costs will aloe be billable on project authorisation. If this latter matter differs from your understand ng, please notify us immediately, Vety, tt1uly bit's D VEATCH; D, F, Guyok mvv c C 1 Mr, H. R. Ellie l 1 I i i GENERAL SERVICES AGREEMENT BETWEEN CITY OF DENTON, TEXAS AND 1 BLACK & VEATCH, ENGINEERS-ARCHITECTS ate) i 1 i CONTENTS ARTICLE LO -SERVICES TO BE PERFORMED BY ENCINErR ARTICLE 2;0 - TERM OF AGRELMF.NT ARTICLE 3,0 - COMPENSATION ARTICLE 4.0 PROPESSIONAL OBLIGATIONS OF ENGINEER ARTICLE? 5.0 -OPINIONS OF COST AND SCHEDULE ARTICLE 6,0 - LIABILITY AND INDEMNIFICATION ARTICLE 7.0 - INDEPENDENT CONTRACTOR ARTICLE 8,0 COMPLIANCE WITII LAWS ARTICLE 9,0 INSURANCE i ARTICLE 10,0 OWNER'S RESPON51BmiTIE5 ARTICLE 11,0 OWNERSHIP OP DOCUMENTS ARTICLE 12,0 TERMINATION 01= AGREEMENT A ARTICLE 13,0 -NONDISCLOSURE OF PROPRIETARY INFORMATION ARTICLE; 14.0 1,,O'TICE ARTICLE 15.0 -UNCONTROLLABLE FORCES ARTICLE 16,0 GOVERNING LAW j ARTICLE 17,0 MISCELLANEOUS ARTICLE 18,0 - INTEGRATION AND MODIFICATION ARTICLE 19,0 - SUCCESSORS AND ASSIGNS {t i I GENERAL SERVICES AGREEMENT "1'11[5 CONTRACT, effective the day of hi the Y , Year Nineteen I-Imidied and Eighty five, by .pad between tine UVW O DENTON, TEXAS, it municipal. corporation organized and eXist[ny under tine 1301110 hale Amendment to the Constitution of Texas (hereinafter referred to as the Owner), and BLACK & VEATCH, rNGINEERS-ARCHITECTS (hereinafter referred to as the Engineer), a partnership having Principals registered as professional engineers iii the State of Texas, with principal business office at Kansas City, Missouri. WITNESSETH; WHEREAS, Owner is engaged in the operation and maintenance of electric utility facilities; and, WHEREAS, Owner may from intrl to time undertake Projects related to such facilities; and, WHEREAS, Owner may require certain engineering services In connection with such Projects (hereinafter referred to as tiffs Services); and, WIIEREAS, Engineer Is prepared to provide such Son loos, NOW THI'RErORF, In coosideralion of the promises and the mutual covenants hcrphi con- i tained, the parties hereto agree as follows. i { ARTICLE 1,0 - SERVICES TO BE PERFORMED BY ENGINEER As the need for engineering sox-vices arlsea, Owner will request tile services of Engineer, Such requests shall describe Owner's requirements, Including the scone of work and the expected schedule, All rnquosis shall be confirmed in writing, Engineer shall review its personnel resources to determine whether qualified Individuals are available to satisfy Owner's request. If qualified individuals are available, Engineer will provide a written response describing the approach to be taken for carrying out the assignments, Engineer's background experience and qualifications for similar assignments, the estimated cost, and the schedule for completion, if mutual agreement Is reached, Owner will provide written authoilzation for Engineer to I proceed with the services. ARTICLE 2.0 TERM OF AGREEMENT The term of [his General Services Agreement shall be for eighteen (IS) months from the date it Is effective, The Agreement may be extended thereafter by mutual written agreement of the parties. ArVOCLE 10 - COMPENSATION Owner shall pay to the Engineer for the performance of the Services tile sum of the following amounts unless the comimmintion amount Is olherwise stated hi the specific task assignment, 'Ilie amount of 1 85 times payroll costs for the actual time of personnel applied to t the Services, An amount c(tual to the actual out-of pocket cost or standard charges for all expenses inctured by Engineer directly chargeable to the Services rendered ptir- srrarit to tills Agreement, Such expenses shall specifically include, but aro not i necessarily limited to, the following. a. Long distance, telophone expenses h. Standard charges for openiting time actmally applied to the Services of Ljagincer's computer center, outer computer centers, and Engineer's' auto- mated drafting V~wtrris,- c, Prints, reproductions, word processing, prhited documents and drawing control at standard riles, d. Rcasonabie traveling and living expenses for personnel. e. The actual cost paid by the Engineer to third parties, C. Other direct expenses related to the Services, Payroll costs include acttlat salary plus% lowances for holidays, vacation, sick leave, r'K A and unemployment taxes, worker's eompensakion insurance, and employee benefits including medlctl insurance, supplemcu(al retirement programs, life insurance, incentive compensation, tuition rcirllblirsomenls, and other miscellaneous benefits. The payroll allowance, exclusive of holidays, shall be fixed for the torrn of this Agreement at one hundred thirty (130) percent of the hourly salary rate, Hourly salary rates shall be equal to thu monthly salary divided, by the twalbor of regularly, scheduled working hours during the ` I'Ikghleer's fiscal month; thus, the altowanco for holldnys is provided in the hourly salary ratA, Tire Engineer's fiscal month Is front the Vill day of each month through t!re Mill day of the succeeding ntoath, I L"nglaoer will submit to Owner monlldy Invoices for Services performed; Each invoice wI) ! be sltbmitted by about the 15th day of the month following the month during which such i Services %vero performed, Owner agrees to pay Engineer's monthly invoice within 30 flays after the Invoice. date and to pay Engineer a carrying charge of I.1J2 percent per month (18 per;ont per year) or the maxinium rate allowed by law, if loss, on all amounts remaining unpald after 60 days following all Invoice (late, i Owner has the right to audit the time records and salaries of personnel and charges for direct expenses for assignments for which cost-plus compensation Is provided, ARTICLE 4,0 - PROFESSIONAL OBLIGATIONS OFF ENGINEER Englucer shall exorcise Iho same degree of care, skill, and diligence In tho perforrnanco of the Sarvicaa as is ordhladly provided by a professional ongineor under shnifar circumstances and ingineer shafl, at no cost to Owner, re•perfornt services which fall to satisfy the foregoing standard of performance, i f nginaer shall not be responsible for cousleticuon means, methods, teelin!quos, sequences, or procedures, or for safety precautions and programs in connection with the Services In addition, r Engineer shall not be responsible for any contractor's, subcontractor's, vendor's, or other f project 'part !crpalit's failure to fulfill their contractual or other respoiisibititles to ilia Owner, In no event shell Engineer be responsible for any contractor's, subcontractor's, vendor's, or i other project participant's failure to comply with federal, state, or local laws, ordinances, i regulations, rules, codes, orders, criteria, or standards. ARTICLE-1 5,0 OPINIONS OF COST AND SCHEDULE - Since FligIncer has no control over the cost of labor, matorials, equipment or services fmnWied by ollivrs, or over cotitractors', subcontractors', vendors' methods of determining prices, or over competitive bidding or market conditions, Gnghteer's cost estimates shall be made oil the basis of his experience and ciuafifications and shall represent his best Judgment as an experienced and qualified professional vogiuecs, Niniliar with electric utility protects. Likewise, since hngineer has no control over the resources provided by others to meot contract schedules, Engineer's forecast schedules shall be made on the basis of his experience and quall• fications anti "shall represent his best Judgment as all exporienced and qualified professional engineer, familiar with electric utility projects. Enaincer cannot and does not guarantee that proposals, bids or actual project costs will not vary from his cost estimates or that actual schedules will not vary from his forecast schedules, ARTICLE 6.0 - LIABILITY AND INDEMNIFICATION 6,[ General, The Owner and Engineer have considered the risks and potential liabilities that may exist during the performance of ilia Services and In consideration of the promises Included herein 1191`00 to allocate such Ilabiiitles in accordance with this Article 6 ,0, Words and phrases a used in this Article shall be Interpreted in accordance with customary insurance industry usage and practice. i 6,2 Professlonai Liability, Engineer agrees to defend ar,c: Indemnify Owner from and against legal liability for damages arising out of the perforinntice of professional engineering services for Owner where such liability Is caused by an error, ornisslon; or negligent act of Engineer or any person or orgnnizatlon for whom Engineer Is legally liable, 63 Other Liability, Except as provided In subarticle 6,2, Professional Liability, dealing with j liabilities associated with the performance of professional services, Engineer agrees to defond and Inderunify Owner from and against legal liability for damages bocause of bodily iniury or property' damage caused by an occurrence arising out of Engineer's performance of the Services, 6.d Defense of Cinlnis and Owner's Indemnity, ht ilia event u claim for dantages arising out of ilia performance of this Agreement Is made against the Owner alleging contributory Or con= currant nagllgonce of both Enghtcor and Owner, lingineer agrees to defend Owner against atich claim In such Mitt, Owner agrees t., indenntify and reimburse Engineer a tyro raln share of all expenses of defense and any judgment or amount paid by Iinginocr in resolution of such claim where such pro rate. S11010 is based upon the Mill judlcia1 dotorminat loll oecs trace or, Illl 11Sd absence of such determination, by nnutual agreement. In addition, Ownr ngr indemnify Lugincev from and against damages arising out of Owner's sole negligence. 6.5 Limitatlous of Liability. I:.ugu,cer shall have no liability for specLd or consequential dann•. iiftes inncluding, but not limited to, loss of equipment use, loss of profits, cost of capital, cost of reptaceinent power, or similar dan,agcs. 6.6 Romcdies, Owner's rights and remedies sot forth in this Agreement arc exclusive and l?ngincer's liabilities' are Ilinited as set forth herein whether based upon contract, tort (including icgligeue), or otherwise: ARTICLE INDEPFNDENT CONTRACTOR Engineer undertakes performance of 1110 Services as an Independent contractor and shall bo wholly responsible for the methods of performance, Owner shall have rio right to supervise directly the methods used but Owner shall have the right to obsorve such peri'onnanco. Engineer shall work closely with Owner In performing Services under tills Agreement. ARTICLE 8,0 COMPLIANCE WITH LAWS Enghneer agrees that In performing the Services, Engineer will comply wiih applicable re$tda- tory requirements including federal,' state, and local laws, rules, regulations, orders, codes, criteria, and standards. Engineer shall procure the permits, cortificntes and Ilcensos necessary to allow Emgincor to perform the Services. Engineer shall not be responsible for proeurhig per- niits, crrllfientes, and licenses regii1red for tho construction of the Project unless such responsi- bilities are specifically assigned to Nigincor. ARTICLE 9.0 INSURANCE During the performance of alto Scrvlc0s under this Agreement, Engineer shall maintain the following nsuranco. Compreiionslve General Liabllity Insurance with bodily Injury limits of not less than $500,000 for cacti occurrence and not loss than $500,000 In the nggragate, and with property damage limits of not less than $ 100,000 for each occurrence 11 and not less than $100,000 In Tito aggregate, i 2. Automobllo Liability Insurance with bodily ht City limits of not loss than $500,000 ' for cacti poni+ n and not loss than $500,000 for each aceldolit and with pruporty j damage Ihnits of not loss than $100,000 for cacti accident, 3. Worker's Compensation Insurance in accordance with statutory requirements and Employots' Liability Insurance with ilnilts of not less than $100,000 for each accident 4 Professlonai Liability lawranee with limits of not less than $3,0000000 annual aggrcgut0, 3, Umbrella Insurance providing not less than $10,000,000 limps hi excess of the Ihnits stated In ltmns0) through (4). Engineer shall furnish Owner tertificntcs of Insurance including lite provision Iliat such insurance shall not be cancelled without at least ton days written notice to Owner, 1 i t ARTICLE 10.0 r OWNER'S RESPONSIBILITIES Owner shall supply to Engineer, oilher directly or Indirectly from oliicri; all available informa• lion and data which is required by Engineer. Ow,ior shall also be responsible for the following. i I Approve all procedures established to govern the iel:,rtonships among Owner, t Engineer, and third parties 2. l urnish to Engineer, in writing, all of Owner's requirements for the Project inchid- ing but not limited to, schedule milestones; any financial constraints; and any Owner criteria, 5tano4rds, design objectives or design constraints. 3. Make thud enginecriaa and planning decisions utilizing Information supplied by Engineer. it, Provide designated personnel to represent the Owner In matters involving Engine". 5. Provide such accounting, independent cost estimating, and Insurance counseling services as may be required for the Projoct, such legal services as Owner may require or Fnginoor may reasonably request Willi regard to legal issues pertaining to [lie Project including any that may be raisod by contractors, subcontractors, vendors, or other project pattlcipunts; such auditing services as Owner may require to ascertain how or for what purpose any contractor, subcontractor, vendor, or otlior project`pariieipant has rinsed the monies paid to hirni and such Inspection services as Owner may require to ascertain that contractors, subcontractors, vendors, of other project participants are complying with tiny law, rule or rogula- tloitapplicable to their performance of the work, G, Biter Into contracts for purchase, construction, or other servlcos with contractors, subcontractors, itnd vendors; provide financing, and mnke payments In accordance with the torrns of the contracts, Owner nnay assign any responsibility described It this Article 10 0, Itenns (4) and (5) to Engl. neer by providing written Instructions to Engineer to act as the Owner's agent and assume responsiblli; behalf of [lie Owner. i ARTICLE I L0 - OWNERSHIP O DOCUMENTS All documents Including Drawings and Specifications prepared by Engineer pursuant to this Agreement are Instruments or service in respect of "the Project, They are not Intended or represented to be suitable for rouse by Owner or others on extensions of the Project or on any other project. Any reuse without written verification or adaptation by Engineer for the specific purpose Intended will be at Owner's solo risk and without liability or legal exposure to Engineer; and Owner shall Indemnify and hold harmless lingincor for all claims, damages, losses, and expenses Including attorneys' foes arlslns out of or resulting thorefrbin Any suolt verification or adaptation will ontitle linglnecr to further compensation at rates to be agreed upon by Owner and Engineer. ARTICLE 12.0 TERMINATION Op' CONTRACT The obligation to provide further services under this`Agrooment may be terminated by either party upon seven days' written notice In the event of subsiantial fallure by the other party to perform In accordance Willi the terms hereof through no fault of tlno terminating party. Owner shall hove llte right to tenninale this Agreement for Owner's convenience upon written notice to FnghtW, and Engineer shall terwinato performance of Services on a schedule accept- able to Owner; In lice overt of termination for Owner's conventonce, Owner shall pay Fngineer for all Scrvkus performed. At FICLE 13,0 - NONDISCLOSURr OV PROPRIETARY INFORMATION Hilgineer shall consider all mfounatlon provided by Owner and all drawings, reports, studies, design calculations, plans specifications, aml other documents resulting from the Enginoer's perfornance of the Sen-ices to Le proprietary unless such information is available from public sources, Englaver shall not publish or disclose proptiatary inrorrnatlon for any purpose other than the performance of the Servlcs,s without the prior wrilton authorization of Owner. Engineer shall not make any written or verbal statement to any Itress or news media concerning tike ProJect without file written authorization of Owner. ARTICLE 14,0 - NOTICE Any formal notice, demand, or request required by or made Ili connection with this Agreement shall be doomed properly made if personnally delivered in writing or deposited In the United States stall, postage prepaid, to the address specified below, To Fitgitleor: Black & Veatch, lingincers•Architects I', 0. Box 8405 Kunses City, Missouri 64114 Attention: Hend, Power Division i To Owner: Denton Municipal Utilities 215 Fast McKinney, Denton, Texas 76201 Attention; R. E. Nelson, Director of Utilities Nothing contained In this Article shall be ootistrtiod to restrict the transtillsslon of routine commun[eat iotis between ropresentativas of Engineer and Owner. ARTICLE 15.0 - UNCONTROLLABLE rORCV..S ~J Neither Engineer nor Owner shall be considered to be In dofault of tiro provisions of this Agree. nient'If delays in or failure of performancn shall be due to uncontrollable forces the effector which; by the exercise of reasonable diligence, the nonperforming party could not avoid, The term "uncontrollable torees" shall mean tiny event which restilts In the prevention or delay of performance by a party of its obligations under this Agreement And which Is beyond tike control of the nonperformimd party, The term "uncontrollable forces"'hidudes, but Is not limited to, fire, acts of Ood, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, Inability to procure parmlts, licenses, or authorizations from any state, locni, or federal agency of person for any of the supplies, materials, accesses, or scr:Nces required to be provided by either owner or hngineor under this Agreement, strikes, work st4wdowno or other labor dlsturbri+cos, and Judicial restraint, i Neither party shall, however, be excused from performance if nonPcrformance is due to uncon- trollable forces which are removable or remediable and which the nonperforming party could have, with the exercise of reasonable diligence, removed or remediated with reasonable dis. patch, The provisions of this Arlicle shall not be interpreted or construed to require Engineer or Owner to prevent, settle, or otherwise avoid a strike, work slowdown, or other labor action. The nonperforming party shall, within a reasonable time of being ptevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. ARTICLE 16.0 - GOVERNING LAZY This Agreement shall be governed by the laws of the State of Texas, ARTICLL 17,0 - MISCCLLANLOUS 17,1 Nonwalver,, A waiver by either Engineer or Owner of any breach of a provision of this Agreement shall not be binding upon the waiving party unless such waiver Is al writing In the ovent of n written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further broach 17.2 Precedence; In the event of conflict, errors, or discrepancies between the declarations or Articles of tills Agreement and any mutually agreed written task assignment pursuant to tills Agreenaent; provisions of tine written task assignment shall be given precedence over the declarations or Articles In resolving such conflicts, errors, or discrepancies. 17,3 Severabillty, Tho Invalidity, Illegality, unonforecability, or occurrence of any other event ` rendering any portion or provision of tills Agreemont void shall In no way affect the validity I or enforceability of any other portion or provision of the Agreement. Any void provision of tills Agreement shall be deemed severed from tine Agreement and the balance of the Agreement shall be construed and enforced as If the Agreement did not contain the particular portion or provi- slon held to be void. The provisions of this section shall not prevent the cuuire Agreement from being void should a provlslon which Is of the essence of the Agreement be determined to be void i ARTICU m o INTEGRATION AND MODIFICATION This Agreement is adopted by Engineer and Owner as a complete and exclusive statement of the terms of the Agreement between Engineer and Owner. This Agreement supersedes all prior agreements, contracts, proposalo, representations, negotiations, letters, or other communications between the Engineer and Owner pertaining to the Services, whether written or oral, This Agreement may not be modified unless such modifications are evidenced in writing signed by both Engineer and Owner. I .ti ARTICLE 19.0 - SUCCESSORS AND ASSIGNS 19,1 Owner and ingineer each binds itself and its directors, officers, partners, successors, executors, administrators, assigns anti legal representatives to the other party to this Agreement and to thu directors, officers, partners, successors, executors, administrators, assigns, and legal representatives of such other party, in respect to all covenants, agreements, and obligations of this Agreement. 19,2 Neither owner nor Engineer shall assign, sublet, or transfer any rights tinder or interest in (including, but without limitation, monies that may become dtte or nionles that are due) this Agreement without the written consent of the other, except as stated In paragraph 19.1 and except to the extent that hie effect of this limitation mty be resirtetcd by law Unlossspecifi- sally stated to the contrary in any written consent to an ssignment, no assignment will release or discharge the assignor from any duty or responsibility tinder this Agreement Nothing con- tained in this paragraph shall prevent Engineer from employing such Independent consultants, associales, and subcontractors as hG may deem appropriate to assist him in the perfornkance of j services rendered. 19,3 Nothing heroin shall be construed to give tiny rights or benefits hereunder to anyone other than Owner and Engineer, IN WITNESS WI1EREOF, the partles have executed this Agreement by their duly authorized represent at Ives effective the day and year first above written, a 1 into d'. I BLACK & Vf;A'rCII,"ENOIMRS•ARCHincir5; Bate 71 ATTACHMENT I ENGINEERING SERVICES SCOPE VOR DISTRiourION LINE DESIGN SERVICES TO BE PERFORMED BY THE ENGINEER The distribution line design services to be performed by tine Engineer shall inciudo the follow. Ing. 1.0 Project Administration 'file Engineer shall provide honle office project administiation services es outllned below. 1.1 Monitor the progress of the Engineer's services and expedite the Engineer's services as required to maintain the project schedule as agreed between the Owner and tine Engineer, 1,2 Maintain files Of all correspondence between the Owner and the Engineer, and the Engineer and third partlG. Copies of all correspond onuo between the Engineur and tine third parties stall be issued to the Owner, 11 Prepare memoranda of all conferences between the Owner and the Engineer, And the Engineer and third parties, Conference, memoranda shall be Issued to the Owner within I week of each conference: 1A Assign qualified and oxporiencod personnel to the project for performance of the lingirteer's services, 1:5 Administrate construction labor contracts between the owner and third parties, 1,6 Maintain and pursue a quality assurance program to assure adequate control of the Engineer's services. 2,0 Project Planning and Control 'file Engineer shall provide project planning and control services as outlined below, 2J Prepare, publish, and update Project procedures for engineering communications filing document control, approval, handlhtg, distribution, form, copies, etc„ of all correspon. dunce and documents, 12 Prepare, and publish, project doslgn memoranda of all design criteria, 13 On the basis of general schedule btllestones established by the Owner and the Engineer, develop and perlodicritjy update bar chart schedules for which include all major project activities; 2A Prepare, publish, and update a project cost estimate for budget purposes and the esli- milled allocation of expenditures, } .5 Participate in planning and design conferences with the Owner and third parties as rail i, red. t 3.0 Permits and Rlght-of•Wny It 4, understood tliat Pariahs and Right-of-Ways will be provided by the Owner. The Engineer sliail provide the Owner's ground surveyor withlhe final line route center line forpreparatloit of right-of-my plots and descriptions; 4.0 Conceptual Design The Enghicor shall provide cutsceplMll design services as outlined below, 4.1 Develop NhSC heavy mechanical lending criteria for pile analysis and design of the dis- iributlou lines. 4,2 Review the conductor and nuetral sixes doteriniiml by the City as to suitability for meeting the mechanical loading and span length retptlirements, 4.3 Review the' present Insulation practices and line hardware used by the Owner and recouintend those applicable to this project. 4.4 Determine the vorticul clearances and right-Of-way requirements for the project, Thesa requirements will, as a minhnurn, be based on the NFSC, 4,5 Develop basic wood pole structure cottf[Aural ions 'in it format sultaolo for subsequent use by the Owner as Distribution Standards. i 5,0 Design Engineering The Engineer shall provide design angineering services front the results or the conceptual design as outlined below, 5.1 Develop the structure designs for the distribution lutes. Each design shall include tangent, light' angle, medium angle, heavy angle and deddend, as applicable, The structures shall be comparable with those currently lit use by the Owner modified as required for lo-al conditions, { 5,2 Prepare all design calculations to determine the final etighiworhig details of (lie dlslribt- tion lines Tile ealcldatlons shall develop sag and tonslon data, wire clearances, and wire stringing charts. 5.3 Select the components for tilt; distrlblltlun lines based oil the design calculations The soloetioti where possible will utilize components stocked by the Owner, The flnuf selection of components shall be documented on unit assombly detail drawings pi•opured lit o format suitable for subsequent use by Ilse Owner as Distribution 5tandruds, i .e 5.4 Spot the distribution line structures and show the necessary wire clearances and other / related information on the plan drawings. The plan drawings will be developed from a general ground survey prepared by the Engineer or front drawings furnished by the Owner, 5.5 Provide pole staking sheets for all distribution facilities indicating the materials to be installed, removed and transferred at each pole location, 6.0 Material and Equipment Procuremetn! The Engincer shall provide material procurement services as outlined below. 6.1 It is understood that the Owner will furnish most of the material and equipment required for the distribution lines from rho Owners stock. The Engineer shall prepare an itemlzed list of material and equipment required for the project; 7.0 Construction Conlracts The Engineer shall provide construction contract services for the work as outlined below, { 1;1 Prepare complete specifications and contract documents for field construction of the distribution ll{ucs in such a manner that fixed cost bids can be received for the eonsinic- tion work. The specification shall include provisions for furnishing of selected material and equipment as designated by the Owner, 7.2 Issue specifications and documents for bids, 7,3 Prepare a list of recommended bidders for the construction, 1.4 Issue sp"Ifications and documents to the Owner for review. Revise specifications and documents as requested by the Owner, 7,5 Prepare cost estimates for each construction specification, 7,6 Evaluate tite qualifications of all prospective bidders who request bidding documents and advise the owner as whether those bids should be accepted, 73 Review the proposals rtcoived, proparo bid evaluations, and make recommendations to the Owner, 7.8 Prepare conformed copies of all specifications as directed by tite Owner for fornnd contract execution by the owner, 7.0 Review, Index, and distribute all shop drawings; handle all correspondence with con. tractors regarding coordination of drawings, drawing approval, delivery, etc, Maintain files of contractors' drawings for transmittal to the construction contractor and to the Owner. i I t 7;10 Prepare ehange orders for inodificattorrs to the plans and specifications when required; Ynnernt b ~ a ccs atld make recommendations for p by tile vol payment uu 7,11 Review. progress ~ Owner, 8.0 Construction Management 'The Engineer shall provide construction marnagentol,t services as outlined below. 8.1 It is understood that the Owner will provide regular daily construction management ser- vices, 'rite Cngineor shall Provide periodic visits, apnrnxlmvteiy once each month, by appropriate design personnel to tine project site during the construction period to assist the Owner US required. %0 Engineering Coinpletivun ` After the completion of construction, the Engineer shall provide the following services to coot- Plow tine project design records; 9.1 Conform the construction drawings to agree with the construction records maintained by contractor and the Owner's personnel, 9,2 Deliver the tracings of tine E'ngineer's material, equipment and construction drawings to the Owner, 9,3 Maintain a centralized projact file for future reference contalntins copies of project memoranda, correspondcncc, and documents, SERVICES TO BE PERFORMED BY THE OWNER The services to be performed by the Owner will generally include the following, 1.0 Project Adminlstratlon j fine Owner will provide project administration activities as generally outlined below. 1111 1.1 Provide the Engineer with standard forms, documents, general conditions, and special conditions which tine Owner may wish the Engineer to use In the performance of the f Engineer's sorvicos 1,2 Enter Into contracts for constniotion and material procurement. 1.3 Eater into epgIncering related contracts for detailed ground surveys, local surveys, aerial surveys, lolls Investigation, and other specialized consultants as may be required, 1.4 Provide contract administration not specifically included in the Lrnglucer's services, 1,5 Provide timely decisions concerning the Engineer's services as may be requested by tho Engineer 1.6 Coordinate and submit all required applications to federal or state agencies as required for the construction arid operation of the project, l 7 Participate in the preparation, updating, review, and approval of these documents pro- vided by the Engineer to the Owner for planning and control of the Project. 1.8 [nforiu the Engineer of any regulatory roqulrement changes of which the Owner may bocnrne aware and which maY affect the F nglno@r's scrvlccs, 10 Project Planning and Control The Owner will provide project planting activities as generally outlined below. 2.1 Provide the Engineer with Owner data as may be available and necessary to prepare conceptual design, 2.2 Assist the Engineer In obtaining data from other public or private utilities and agencies which may be available as necessary, 2.3 Research and furnish the Engineer with documents of all existing state, federal or Owner rlght•of-way required for the project: 2A Provide the Engineer the regulatory requirements of all federal, stag, and local regulatory agencies concerned with the project. 3.0 Permits and Right-of-Way The Owner will provide permits and right-of-way scrrices us generally outlined below. i 3. l Provide a timely decision concerning tho final routes, 3,2 Acquire all right-of-way and hermits 3.3 Coordinate and prepare programs, exhibits, and export testimony, and make formal presentations of same for public Information meetings and hearings for the project, a,r required. 3A Pruvldo all necessary legal services, as required for property acquisitions, permit applies- tions, public agency hearings, and condemnation proceedings, 3,5 Submit applications for permits for the construction and operation of the project to the governing agenclos, 3,6 Provide what documents the Owner liar In its possession concerning easements of existing distribution lines required for the project, 33 Settle clainls for construction damages with landuwners or tonants. 4.0 Conceptual Design The owner will provide conceptual cngineerint; services as generally outlined below. it, I Review and approve the basic distribution line structures recommended by tile Fognmr. 4.2 Review and approve tie equipnicnt and materials recoiumcnded by the Engineer, ~ 4.3 Review and approve pfoject design memoranda and related project conceptual documents recotumended by tire 3ngineer, 5,0 tleslgn Engineering 1 The Owner will provide design etigincering services as generally outlined below, 5,1 Provide available standards and stock numbers that should be followed in developing - thedistribution line designs, 5.2 Provide the Engineer with available drawings and documents concerning existing facilities involved in the Project. 5,3 Select the conductor and neutral wire. 5,4 Determine structure configuration and provide infonnatlen as may be available con- cerning Owner's standard distribution structure drawings and details as may be applicable to the project,. 6,0 Material and Equipment Procurement The Owner will provide procureruent services as geireraliy outlined below. 6.1 Review tiie Engineer's List of Required Material and Cquipment and advise the Engineer of items selected for furnishing by the Owner, 7,0 Construction Contract The Owner will provide construction contract services as generally outlined below. 7.l Select bidders, 7" Review tie Engineer's specifications and doeumetits, request any necessary changes in a timely inanner, and atithurir.e tale Engineer to issue the specifications and doctinients for lids, `r1 7.3 Advertise for bids as requb-0, 7. it Award contract for construction 8,0 Construction Management Tile Owner will provide all construction management services required foi this Project, 9.0 Engineering Completion (By The Engineer) Review and approve drawings conformed to construction records, R - f` I ATTACHMENT '2 PROJEC'T'ION DESCRIPTIONS FOR DISTRIBUTION LINE DESIGN The Scope of Services described by Attachment l to this `agreement snail be provided by the liiigmecr for the Distribution Projects generally described as follows, DISTMBUTION PROJECT l 71iis distribution project consists of approximately 6 tulles of three-phase 4/0 AAC with No 2 AWG neutral outlined on fourteen sheets of Owner furnished distribution layout, referenced "LIFT STATION TO RAW'WATr-P. PUMP 2181-LAKE DALLAS ALTFRNATF," dated 10/20/32, There is an underground portion of approximately 1050 feet included in this circuit There will also be group operated disconnect switches for serving the loads from either connect- ing circuit. The Engineer shall provide the Engineering services associated with this distribution project in accordance with Article 3.0 of this agreement with a maxitnum not-to-exceed limit of $26,000.00, DISTRIBUTION PROJECT 2 'l'ife first portion of this Distribution Project generally consists of approximately .75 miles of three-phase distribution paralleling tire 138 kV Airport Sub. Feeder north front structure 4/7 to the south side of U.S. 380, opposite structure 5/4. The construction is anticipated to be wood, armless, with 795 AAC; The second portion of Project 2 consists of approximately 1.2 miles of similar three-phase distribution, from Audrea Lane to McKinney using cross arm and ridge pin construction, with height and strength for a second circuit, E Tire third poition,of Project 2 consists of approximately 1.4 miles of three-phase, armless, 795 AAC constriii tion paralleling future Loop 288 extension, file fourth and Iasi portion of Project 2 consists of approximately A miles of three-phase _distribution, along tits railroad and State Highway 221` at tire Andrew Corporation, rising 795 AAC, 'I lie construction is anticipated to be wood crussarnr with height and strength for I~ two additional circuits, The Engineer shall provide tire engineering services associated with this distribution project its accordance with Article 3,0 of this agreement with it maximum not-to exceed limit of $22,000.00, DISTRIBUTION PROJECT 3 I The first portion of this distribution project generally consists of approximately 1,8 miles of trconductorhig and upgrading the three-phase 2/0 AWG to 477 AAC, crossarm construction, from State Highway 214 south along Mayhlll Road past tile sewer plant. The second portion of Distribution Project 3 involves approximately 1,2 Miles of circuit upgrade for the circuit west from Mayliill (toad along State Highway 214 to Loop 288 and south along Loop 288 to Morse Street, The Engineer shall provide the Engineering sorvices associated with this distribution project in accordance with Article 3.0 of this agreement, with a muximum not-to-exceed limit of $18,000,00, I i I 1 j+ . r 6NSrFRC OAS COMPANY 3018, Harwood SW el Wky 1, 1985 Dallas, Texas 75201 City of Aryan Bryau, Texas 77801 City of Denton 1 Denton, Texas 76201 City of Garland Garland, 'texas 75040 City of Greenville Greenville, Texas 75401 Subjecti Gas Sales Contract Centlcnions Enserch Gas Company (Seller) and City of Aryan, Texas, et al, collectively referred to hereinafter as Buyer desire to enter into a Gas Sales Contract (Contract) providing for the sale and purchase of such quantities of gas which Seller has available and the right to sell under Seller's existing agreements, Buyer shall have the right but not the obligation to purchase up to thirty million cubic feat (30 1*1cf) of gas per day, from various sources within the State of Texas, subject to Seller having auch 8r,4 available for gale. Said gar 'production vill be made available to Buyer or Lone Star Gas Company (Seller's Agent) undet this Contract an a monthly bats at the Delivery Point(s) hereunder, Both Buyer and Seller hereby mutually agree to the following: , j Dol.iverPoint, The Points of 1lalivery for all gas delivered hereunder shall be at the outlet flangeof Seller's Agent's Moters IOCltted at various mutually k agreeable points on betler's Agent's pipeline within the State of Texans. Title l to all gas delivered hereunder shall pass from Seller to Buyer at said Points of Delivery. Buyer and Seller shall not allow the gas hereunder to become subject to the provisions of the Natural G.Is Act of 1938 (NGA), as amended, through any action or inaction while said gas in in their respective physical possession which would :subject either party to the terms of the l;ilA. ~ II Terra. The term of this Contract. shell censers<:e and the provisions contained liereiu shall become effective on the date of initial delivery hereunder and continue month to month thereafter until cancelled by either party giving thirty (30) days' written notice to the other party, Buyer affirms that it will sulfur no irreparable injury by virtue of the expiration of this Contract at the time and date such expiration occurs and hereby authorizes the abandonment of service as set forth herein. h i City of BrVnn, at a1 Page Two ) May 1, 1985 I11 Ounitit . Subject to tite terms and conditions herein, Buyer shall have the right to purchase and receive such quantities of gas that Seller has available for sale from various sources hereunder oil any given day, not to exceed a maximum quantity of thirty million cubic feet (30 Mcf) of gas per day, The quantities of gas which Seller has available for sale to Buyer shall be determined solely by Sallee and shall be that quantity of gas which Seller delivers each day to Seller's Agent at the Points of Delivery hereunder for delivery to Buyer, Buyer and Seller also agree that the parties may mutually agree to the sale of quantities of gas in excess of thirty million cubic feet (30 MMcf) of gas per day. Buyer agrees to indemnify and hold Seller harmless, including attorney's fees incurred by Seller, which result from any disputes arising between the Cities as to the proper allocation of gas between the Cities. Seller shall be in control and possession of the gas sold and purchased hereunder. and be responaible for and shall indemnify and hold Buyer harmless from any damage or injury caused thereby until the same shall have been delivered to Buyers at the Points of Delivery. Buyer shall be in control and possession of the gas sold and purchased hereunder and. be responnible for and shall indemnify Seller from any damage or injury caused thereby once the same has boon delivered to Buyer at the Points of Delivery. 1V Price & Payment, For all of Sel,.er's gas delivered to Buyer at t Seller tog nts of Delivery tend purchased hereunder, Guyer agrees to pay gor and a accept tho lesser of (1) $3.10 per MM}Stu or (ti) the maximum lawful price under the Natural Gas Policy Act (NGPA) for such gas, including Section 110 allowances for tax raimhursemnk.nt, gathering, compression, and treating, plus any transpor- tatation Aarges. Heating value is to be calculated at a pressure of 14.65 pain on a dry t,nsia and temperature of 60°F. The unit of measurement shall be one cubic fear of gas -.t 14,65 psia and 60°P; an corrected pursuant to the American Cas Annoctation's Report No, 3, nud Seller'a Agent's m^_tere and other measuremetts shall, be conclusive except for where the meter is found to be inaecurat,, by as much as one percent (try) fast or plow, or to have failed to register. Seller shall invoice each individual City which is a si.gnntory party hereto for its prop,?rtionate share of the total quantity of gas delivered each month in accurdanzu with a schedule to be provided each mouth by Buyer. Seller shall invoice each City by the 15th day of each month for gas delivered for its account the previous month and each City .tliall pay Seller the amount invoiced by the 25th day of V.te month in which the nmount is invoiced, if the total invoiced amount of any rayment due is not paid when due, interest on all unpaid inaountli accrue at the rate of one and one-half percent per month, p however, no interest shall accrue on unpaid amounts when failure to make full payment Ls the result of a bonafide dispute between the parties hereto regarding such nuicunta, r; City of, Bryan, et al / May 1, 1985 / Page three Bills rendered for gas delivered hereunder shall be payable at Seller'a office located at P. 0. Box 85751, Dallas, Texas 75285, or such other address ari may be from time to time designated by Seller upon reasonable notice. V Paxea. Buyer and Seller acknowledge that the present severance, production, gathering or similar taxes amount to seven and one=half percent (7-1/2%) of the purchase price which is included in the price specified in Article IV and Is paid by Seller, Buyer agrees to reimburse Seller monthly for oue hundred percent (1007,) of the aggregate amount of all severance, production, gathering, of similar taxes (not including excess profits, capital stocks, franchise or general property taxes) levied, assessed or fixed by any taxing authority or authorities and paid by Seller with respect to gas gold and delivered hereunder which exceeds the aforesaid amount in effect on the date hereof, Except for. those taxes previously excluded above, Buyer also agrees to reimburse Seller or Seller'e Agent for any and all taxes levied, assessed or fixed by any taxing authority or authorities, including but not limited to gross receipts 'taxes, and paid by Seller or Seller's Agent with respect to the sale and transportation of BOB sold hereunder, VI ualLtI. Seller shall deliver natural gas which is of merchantable quality and free of water and other cb,jr.cticnable fluids and solids. The gas shall contain not more than twenty (20) grains of total sulphur, 'not more than one (1) grain of hydrogen sulphide per one hundred (100) cubic feet of gas,not more than three percent (3%) by volume carbon dioxide and/or nitrogen, not more than seven pounds (70) of water vapor per one million (),0001000) cubic feet of gas, and which has a heat `content of riot less than nine hundred fifty (950) Brltinh Thermal Units per cubic foot under the conditions of measurement contained herein. The gas delivered hereunder shall be at temperatures not in excess of one hundred and twenty dogreas (120°) Fahrenheit, arid nol. less than forty degrees (W) Fahrenheit. t~ J V11 Warrant. Seller hereto warrants to Buyer that at the time of delivery of gas herounder it will have good title or the right to deliver such gas, and that such gas will be free and clear of all liens and adverse claims; and Seller agrees with respect to the gas delivered by it, to indemnify Buyer against all suits, actions, debts, accounts, damages, coats (including nttorney's fees), losses acid expenses arising from or out of any adverse claims relating to Saller'd title of any and all persons to or against said gas. Buyer and Seller agree that this Contract will be construed according to the laws of the State of Texas. { r City of Bryan, et al May 1, 1985 f / Page four VilI Recitals and Covenants, 'the intent and purpose of this Contract is to enable Buyer to purchase gas from a source other than its traditional utility source of supply, Buyer is not relying oil and will not rely on any expectation of sales or service from Seller except as specifically provided in this Contract. It is intended that Seller's furnishing of gas to Buyer be solely and :strictly under the quantftys terms, and other provisions of this Contract. Buyer believes that it is in its best interest to purchase gas under tine terms and conditions of this Contract and without the benefit of the duties, obligation., and conditions of sale and service which could apply to Seller were Seller deemed to be a utility, Buyer recognizes and agrees that in purchasing gas under these conditions it will not have available certain legal remedies against Seller which it would have were Seller to be a utility or, even if Seller were deelried to be a utility; were gas to be purchased from Seller under citcumstances and conditions other than under thin Contract. Buyer agrees and aripulates that, in msking sales to Buyer under this Contract; 5attar is neither the sole nor exclusive source o: stipply of gas to Buyer nor will Seller be engaged in tale making of a city gate sale to Buyer. Buyer hereby waives any and all rights to assert or claim that SAlar has any ' obligations whatsoever to provide natural gas sales or service to Buyer other than under Che terms and conditions of this Contract, or that any obligationn will accrue by virtue of anles or service under tills Contract, This waiver J spucifically includes, but is not limited to, any claim or assertion that any cessation of axles or service provided by Seller to Buyer, provided such 1 cessation is In conformance with the provisions of this Contract, constitutes Abandonment of Buyer or that Seller must receive permission for such naesation frum any governmental authority. Should, for any reason, Seller ever be deemed to require the permission of any governmental authority ror the cessation of saivice and sales to Buyer; except to the extent such cessntion as strictly provided for in this Contract, Buyer agrees that such cessation iii in the public interest and that such permission should be granted and/or deemed granted at the time of execution of this Contract, tx This contract supercedes that certeit contract dated October 29, 1984 between City of Garland and Bnserch Cis Company, as assigned. i c 'ef City of Bryan, et al blay 1, 1985 Page five X Buyer's purchnse of said gas o dSel.ltesY hall Contract priorh1unrrncCa of other and conditions of any purchasers, i event Buyer 'l or t, Chat volumes Buyer purchases a and e receives from Seller under ~othel deliver terms produced of this Contract ever exceed the volumes of gas -which can he legally pr'o under the applicable rules and regulations of the Railroad Commission of Texas in the course of rear,anably prudent operations. e or r(II XI ract ma The parties hereto agree each Lhill when exccue d byes lleriand nany ofmthe pParattitia e, l loried below, counterparts, as Buyer, shall constitute and be an original effective date agreement between such 5a].l.cr and Buyer(q) axungcowsae mCe pesrts isosigned by execution by Seller, whether or not this copy or any all, the parties named herein, if you are in agreement with Clio terms and conditions an stated herein, please execute this Contract on behnlf of Buyer acrd re.tsir.n two copies for our execution. A copy will then be returned for your files, i Very truly yours, J Nancy Pf Perry hl!Y1;R; Agreed to and Accepted this Agreed to and Accepted this 1985 day of 1985 t1N5I:RCN GAS COMPANY day Of CITY OF BRYAN, TEXAS ply Title Title i I : City of Bryan, et al May 1, 1985 1`118o six Agreed to and Accepted this day of 1985 i CITY OF GARLAND, TEXAS By Title Agreed to and Accepted this / h I llL day of r"'~'_ 1985 CITY OF _DENT t .S-_ / Title Agreed to and Accepted this clay of , ;985 CITY OF GR 'ENVILLE, ` HAS l 13y Title i~ I I HP, OPERATING COMPANY 1817 Wood Street DOW, Texas 75291 May b, 1985 City of Bryan Bryan, Texas 77801 city of Denton Denton, Texas 76201 City of Garland Oarland, Tcras 15040 City of Greenville Greenville, Texas 75401 Subject, Gas Sales Contract Centlemen EP Oporntivg Company, a Texas limited Partnership, Texas, et al, cotllraoecttively(Contr reaCcart)reup torovi heli n gas Sales Con y dreinafrtorasSRuor)desireCtoyenterrInto n g fo the sale and-purchase of such quantities of gas which sailor has available and the right to sell under Seller's existing agreements, Buyer shall have the right but not the obligation to purchase up to thirty million cubic feet (30 RMcf) of gay par day, from various sources within the State of Texas, subject to Seller having such gas available for sale. Said gas production will be made available to 'Buyer or Lone Star Gas Company (Seller's Agent) tinder this Contract on a monthly bars at the Delivery Point(s) hereunder, (loth nu er following, y and Seller har4by mutually agree to the 1 Deliver Point. The points of Delivery for all gas delivered hurcundor shall be at the outlet flange of Seller's Agent's Meters located at various mutually ngt•eoablc points on Seller's Agent's pipeline within the Stnto of Texeu. Title to all gas delivered hereunder shall pass from Seller to buyer at said Points of Delivery. Buyer and Seller shall not allow the gag hereunder to become aobject to the provisions of the Nnturnl Gas Act of 1938 (No& as amended, through any action or inaction whi]e said gan is in their respective physical possession which would subject either party to the terms of the NCA, 11 TOI'm, The term of this Contract shall commence and the Her can provisions contained ein nhnll become effective on the date of initial delivery hereunder` and continue month to month thereafter until cancelled by either party giving thirty (30) days' written notice to the other party, Buyer affirms that it will suffor no irreparable injury by virtue of the r"airation of this `Contract at the time snJ date such expiration occurs and hereby nuthorizos the abandonment of service As sot forth herein. City of Bryan, et al Page Two f May 1, 1985 1 FTT uantit . Subject to the terms and conditions herein, Buyer shall have the right to purchase and receive such quantitien of gas that Seller has available for sale from various sources hereunder on any given day, not to exceed a maximum quantity of thirty million cubic feet (30 KMcf) of gas per day. The quantities of gas which Seller has available for sale to Buyer shall be determined solely by Seller and shall be that quantity of gas which Seller delivers each day to Seller's Agent at the Points of Delivery hereunder for delivery to Buyer. Buyer and Seller also `agree that the parties may mutually agree to the sale of quantities of gas in excess of thirty million cubic feet (30 MMcf) of gas per day. Buyer agrees to indemnify and hold Seller harmless, including attorney's fees incurred by Seller, which result from any disputes arising between the Cities as to the proper allocation of gas between the Cities. Seller shall be in control and possession of thn gas sold and purchased hereunder and be responsible for and shall indemnify and hold Buyer I1, rmless from any damage or injury caused thereby until the same shall have been delivered to payers at the Points of Delivery. Buyer shall be in control and possession of the gas sold and purchased hereunder and he responsible for and shall indemnify Seller from any damage or injury caused thereby once the same has been delivered to Buyer at the Points of Delivery. TV j Price d Payment, For all of Seller's gas delivered to Buyer at the Pointe of 0 Ualivery end purchlyd hereunder, Buyer agrees to pay Seller and Seller agrees to accept the lesser u`f,Q $3.10 per MMBtu or (ii) the maximum lawful price under j the Natural Cas Policy Act (NCPA) for such gas, including Section 110 allowances for tax reimbursement, gathering, compression, and treating, plus any transpor_ tntation charges. Beating value is to be calculnted at a pressure of 14.65 psis on a dry basis and temperature of 600, The unit of measurement shall be one (1) cubic foot of gas at 14.65 pslo and 60V as corrected pursuant to the American Use Association's Report No. 3,- and Seller's Agent'n mets v and other measurements shall be conclusive e.xtept for where the meter is found to be ~J inaccurate by as much as one percent (l%) fast or slow, or to have failed to register. Seller shall invoice each individual City which is a signatory party hereto for its proportionate share of the total quantity of gas delivered e$lch month in accordance with s schedule to b- provided each month by Buyer. Seller shall invoice each City by the 15th day of each mouth for gas delivered for its account the previous month and each city shall pay Seller the amount invoiced by the 25th day of the month in which the amount is invoiced. If the total invoiced amount of any payment due is not paid when due, interest on all unpaid 'amounts shall accrue at the rate of one and one-half percent (1-1/2%) per month, provided, however, no interest shall accrue on unpaid amounts when failure to make full payment is the result of a bonafide dispute between the partion hereto regarding such amounts. i I City of Bryan, at al May 1, 1985 Page three Bills rendered for gas delivered hereunder sliall be payable at Seller's office located at P. 0. Box 84079, Dallas, Tei:as 75284, or such other address as may be from time to time deafgnated by Seller upon reasonable Reties, V Taxes, Buyer and Sell.e+.' acknowledge that the present severance, production, gathering or similar taxes amount to seven and one-half percent (7-1/7%) of the purchase price which is included in the price specified in Article 1V and is paid by Seller., Buyer agrees to reimburse Seller monthly for one hundred percent (100%) of the aggregate amount of all severtutce, production, gathering, or similar taxes (not including excess profits, capital stocka, francW.se or general property taxes) levied, assessed or fixed by any taxing authority or authorities and paid by Seller with respect to gas sold and'delivored hereunder which exceeds the aforesaid amount in effect on the date hereof. Except for those taxes previously excluded above, Buyer also agrees to reimburse' Seller or Seller's Agent for any and all taxes levied, assessed or fixed by any taxing authority or authorities, including but not limited to gross receipts taxes, and paid by Seller or Seller's AF;eat with respect to the sale and transportation of gas sold hereunder, Vf unlit Seller shall deliver natural gas which is of merchantable quality and free of water and other, objectionable fluids and solids. 't'he gas shall contain i not more than twenty (20) Brains of total sulphur, not more than one (1) grain of hydrogen sulphide per one hundred (100) cubic feet of gas, not more than three I percent (3%) by volume carbon dioxide and/or nitrogen, not more than seven pounds (7#) of water vapor per one million (1,0000000) cubic feet of gas, and which has a heat content of not less than nine hundred fifty (950) British Thermal Units per cubic foot under the conditions of measurement contained herein. The gas delivered% hereunder sliall he at temperatures not in excesm of one hundred and twenty degrees (120°) Fahrenheit , and not tans; than forty dagre,s (40°) : Fnltrenheit, h J VII Waryanty. Seller hereto warrants to Buyer that nt the imam of uciivery of Pao j hereunder it will have good title or the right to doliver Such gas, and that ruck I gas will be free and clear of all liens and adverse claims; and Seller ngrous With respect to the gas delivered by it, to indemnify Buyer against: all suits, actions, debts, account a, damages, costs (including tattorney's facia); losse,i and expenses aria ng from or out of un adverse claims veiatin to any g Seller's title of any and all persons to or against said gas. Buyer and Seller agree drat thia Contract will be construed accotding to the laws of the State of 7'ex,w. city of Bryan, at ni j/ M8Y 1, 1985 i Page four Vll1 Recitals Bad Co~renaitts. The intent and purpose o[ this Contract is to enable Buyer to purchase.,tas from a source other than its tratiitional utility source of supply. Buyer is not relying oo and will not rely on any expectation of sales or service from Seller except as specifically provided in this Contract, It is intended that So.Ilar's urnishing of gas to Buyer be solely and str etly uelder the quantity, terms, and other provisions of this Contract. Buyer believes that it is iu its best interest to purchase gas under the terms and conditions of this Contract and without the benefit of the duties, obligations, and conditions of sale and service which could apply to Saller were Seller deemed to be a utility. Buyer recognizes and agrees that in purcasing under these conditions It will not have available certain legalrem1edies against Seller which it would have were Seller to be a utility or, even if Seller were deemed to be a utility, were gas to be purchased from Seller under circumstances and conditions miter than under thin Contract. Buyer agrees and stipulates that, in making sales to Buyer under this Contract, Seller is neither the sole nor exclusive source of supply of gas to Buyer nor will Seller be engaged in the making of a city gate sale, to Buyer. Buyor hereby waives any and all rights to absert or claim that Saller has any obligations whatsoever to provide natural. than under the terms and conditions of, this seCo sales tract,~rore trvic to hat` any Buyer will accrue by virtue of sales or service under this Contract, This wai.ver specifically includes, but is not limited too any claim or assertion that any cessation of sales or service provided by Sailor to Buyer, provided such cessation is in conformance with the provisions of this Contract, conatitutse abandonment of Buyer Or that Sellor must receive permission for such 'cessation from any governmental authority; i Should, for any 1.e1130+1, Seller ever be deemed to require the permission of any governmental authority for the cessation of service and solos to Buyer, except to the extent ouch cessoti,sn as strictly provided for in this Contract, Buyer agrees that such cessation is la the pulitc interest and that such permission should be granted and/or deemed granted at the time of execution of this Contract. IX This contract auperc.edos that cortein contract dated October 29, 1984 between City of Garland and`l.nserch Gas Company, as assigned. . era W. City of ISryan, et AI May L, 1985 Page five f X I act l be r Buyer' o purchase of said gns under tli C01seauradsCrom prioncconr'.ra to a0r "other and conditions of ally release(s) '~Ieller has purchasers. sall be obligated to sell and Seller under de the terms de no to Buyer hal or that Buyer purchaseLsa and Seller liver r to of tl.is Contract. ever exceed the volumes of ges which can he legally produce under the applicable rules and regulations of the Railroad Commission of Texas in the course of reasonably prudent operations XT The parties hereto agree that this Contract may be executed i.a one or more ted the which, 11an d be anI original Oeff ctive ropietip or listed below, counterparts, as each of pa executing same as of the date of agreement between such Seller and IIthis c) exoer an counterparts in signed by execution by Seller) whether er or not ttri copy any all the partiea named heroin. if you are in _agreement with the terms and conditions as state herein, please execute this contract on behalf of Buyer and return two copies for our execution. A copy will then be returned for your files. Very_ truly yours, R. Ft. La e' e BSTYERt SELLERt ~ Agreed to and Accepted this Agreed to and Accepted this day of 1985 ----day of _ 1985 EP OPERATING COMPANY ' CITY CN BRYAN, I'FxAS Ry By Title ..r....~------I Title- ^w - Rnnorch Exploration, Inc. Managing General partner, i City of Bryan, et a1 Play 1191x5 page six Agreed to attd AuCepted this day of 1985 CITY 0F'CARIAM, TEXAS isy_ Title _ Agreed to and Acosl3ted this ,r4 day of ' k~~ 4 1985 1 , r CT'CY UL ENT N TEXAS I Title Agreed to and Accepted this E day or 1985 , CITY OF ORFENVII,IF, TFXAS ~ f ' 9 f Title' j ~ j II r Lone. Star Gas Company JOl 5 Ha,W"j Sheet. bail", femi TS?^,! May 1; 1985 City of Denton Denton, Texas 76201 1 Attention, Mr. Bob Nelson Subjectl Gas Sales Contract Dear Mr. Nelson: the City of Denton entered into a Gas Lone Star Gas Company (Lone Star) and Sales and Exchange Contract on October 25, 1983, heroin "Lone Star Contract". Under the terms of that contract the City of Denton is obligated to purchase its entire fuel ruquirementa at the delivery points there-In up to its "Estimated Annual Fuel Requirements" undot nUCh contract. Said contract also provides that I the City of Denton may purchase up to thirty percent (301) of their "Estimated 444 ' Annual Fuel Requirementn" from another mutually agreeable supplier provided lone Star delivers such volumes of gas under the aforesaid Lone Star Contract. Therefore, Lone Star and the City of Denton would agree to the following points, 1. The City of Denton and mutually ap,reenble suppliers have entered into contracts dated which provide for the delivery of spot purchase gas to the City of hen's electric generation plants; 2. Those aforesaid third party contracts utilize lone Star as transporter and fees from such service are included in the price specified herein{ therefore, the exchange portion of the Lone Star Contract will not be billed .o the City - as a separate exchange fee; 3, Volumes purchsaod under the aforesaid third party contracts shall not apply to the existing take-or-pay requirements of the Lone Star Contract; 4. The City of Denton's combined purchases from any and all third party suppliers (which purchases must necessarily utilize Lone Stur ad transporter) shall not exceed the aforesaid 30% limitation in the Lone Star Contract for purchases from other aupplifir(s). I City of Denton t May 1 1985 Page two 5. Any waiver by Lone Star of any breach of any of the provisions of the Lone Still' Contract Shall nog- constitute a continuing waiver of other breaches of the sumo or other provisions of that contract. If you are in agreement with the terms and conditions as stated herein$ please execute this Letter Agreement on behalf of the City of Denton and return two copice for our execution, A`copy will then be returned for your files. { Sincerely, j NANCY PERRY l BUM: 88L1.1'R Agreed to and Accaj~ted this Agreed to and Accepted this day of 1985 day of $ 1985 Y._ CIT F G ON 7 ' LONL'BTAI GAS COMPANY RY +~-f i 8 Title Title 1'l1RCffASF; AURE1,t,l~,t;'I' J :C 01 Tbls Puruhaar Arrr4mcnt (hereinafter "Agreement") is made on this day of 'f~_/ "t'y 4 , 1955, by and between DATAMATTC, INC., a Poxes r.orjzo'ration, 2ooa'te'd-at 2121 North Glenville Drive, Aichardson, Texas 75081 (hereinafter referred to as "D111), and the City of Dointon a rey.as corporation, doing, bualnens at 901-B Texas Street,'Dento,t, Texas 76201 (hereinafter, referred to as "Purchaser" and/or 'rlaeensee"): RECITALS A, WHEREAS DI sells computer hardware and licenses proprietary oomputer software as n`system, hereinafter referred to as "System"; rid i3, WHEREAS Purchaser desires to acquire the System from DI; IN CONSIDERATION of the payment of the deposit, 'the terms and conditions of this Agreement, and other good and valuable eonsideratlon, the receipt antl suffieicney or which is hereby aoknowledged, the parties hereto agree as followst ARTICLE 1 - (11PNERAL TERMS i 1. ASSIONMCNT The rights and duties of the respective parties may bp assigned only with the prior written consent of the non-ausigning party. 2. PROPRIETARY INFORMATION A. Definitions. As used herein, the term "Proprietary Information" ( shall mean and include UT's aoftware, software speoifieations, and software routines (including without limitation the display routines, the routines permitting alteration in direction and sequence, and int, dace routines permitting tho communication of data over, telephone lines), AI's keyboard layout, and the prompting se';uenoes embodied in DT's software, This definition shall extend to Proprietary information in whatever form such Proprietary Information may ',e embodied, inoludini3 bUt :lot lir-.ted to source code, object rode, System documentation, System speoifleatAons, flow charts and diagrams, photographio vepresen- totions,-1,nd variations made to DI Software at the request of Purchaser and sprolal adaptationa whather designed by Purchaser or Dl, or as the result of the `,point effort of DI and Purohaoer. Proprietary Information shall also moan and include any and all financial information and financial statements submitted to )~urchasor 1 The term "Proprietary InlormaLion" shall not extend to any / Information, or any embodiment of information, which has bocorne goneval public, knowledge or is genernlly known in Lhe trade, D. Protection of Proprietary Information. The parties hereto aisree that all Proprietary Information disclosed by DI to Purchaser In connection with this Agreement constitutes Lhr trade secrets and/or confidential Information of Dl, and shall be hold in trust and confidence by Purchaser. Purchaser agrees to take' reasonable steps to ensure the socrocy of the Proprietary Information of DI; suoh reasonable steps shall include, but are riot limited to, the adoption of reasonable security procedures, and notification In writing, prepared by I'll as set forth in Exhibit A to persons having access to the Proprietary Information that the Proprietary Information embodies the trade secrets and confidential information of DI, and is not to be used or disclosed without proper authorization from DI. 3. TRADE NAME!) Purchaser acknowledges that DATASWITCII and ROADRUNNER are pru prietary Lt-ado names of DI. 4. WAIVER No watver by eithor party of any provision of this Agreement shall be effective unless In writin6, and such waiver shall not f imply a subsequent waiver of that or any other provision. 5. NOTICE r Any notices or demands required to be given herein shall be given to the parties In writing, and by oertifled mail at the addreassetr hereinaftor set forth, or to suo;r other addresses as the partlea may hereinafter substitute by written notice given in the rnannor prescribed to Lhia Section. Potioes shall be effoctive upon reeelpt unless specifically provided otherwise huv,iin ; f A. NOTICE TO DI: J Mr. Kenneth Y.erchcr, President DATAMATICO INC. 2121 North Olenville, Drive I;iohardson, Texas 7501 11. NOTICE TO CUSTOMER- Mr. Charles Cryan CITY OF DENTON 901-D Texas Street Danton, Texas 76201 2 6. P11TTnE AUREEMENr a It is agreed that this: Agreement. ombbdieu the entire agreoment of the parties in rolatlon to the subject matter hereunder, and that there Is no other oral or written agreement or undor~3tandlug between thn perties at the time of execution pertaining to the i subject matter of this Agreement. This Agreement shall Trot be ' modified except by the written agreement of all parties hereto. 7. GOVERNING LAW The parties hereto agree that this Agreement is acocpted, entered into and enforceable in Dallas County and Denton County, Texas, This Agreement shall be governed by the laws of the State of Texas, To the extent that there is to be a delivery or performarioe of services in connection with the sale of goods under this Agreement, such services will be doomed "goods" within the definition of the Uniform Commercial Code, B. LEGAL. CONSTnUCTIOH In caso any one ur more of the provisions contained in this Agreement shall for any reason be hold to be invalid, illegal, or unonforoeable in any respect, such invalidity, illogallty, or unenroreeability shall not affect any ot1.Gr provision thercuf, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained herein. h. BIMP NC WECT I i This Agreement shall' inure to the benefit of and bind the parties hereto, their aucoessora and assigns. 10. AUTHORITY Each signatory to this Agreement hereby warrants and represents that he has been land Is on the date of this Agreement duly authorized to execute We Agreement by all necessary and appropriate corporate action. j l / 1!. 5E:CTION HEADINS ✓ All section headings contained herein are for convenience or reference only and ore not intendcd to Mine or limit the scope or any pr vision of this Agreement. i . FORCE M1AJ URE Neither party hereto :+hEr11 be in default by reason of any failure of its performance under this Agreement it such failure, results, whether diroctly.or indirvotly, from fire, explosion, strike, freight embargo, act of Coo, act of the public enemy, war, olvi). disturbance, act of :overnment, do juro or de facto, or any agency or off •ial thereof, labor mhortnge, transportation 3 contingcnclas, unusually severe wather, defaull, of manurnoturer nr a supplJer as subcontractor, quarantine, reaLrlction, Opldemic, or caLantrophe, Kuk of timely instructions or essential information from the other party, The occurrence of ~ any event enumerated herein shall extend performanea required / under this Agreement by the amount of delay occas!.oned by such oucurrence. 13 LIAISON DETWE' N DI AND I'll VCHA,143t DI hereby designates Mrs, Darlene Allen an Liaison, and Purchaser hereby denignatea Mr. Charles Cryan as Liaison, who shall have the duty of acting as contact personnel for DI and Purchaser respectively, Purchaser agrees that ite Liaison oha.'.1 have the authority to hind Purchaser in all matters pertaining to this Agrnsmant. 14, EXHIBITS All exhibits described in thin Agreement are attaebed hereto and Incorporated heroin by rererenee for :all purpocus. 15, MISSPGLUNCS Misspelling of one or more words In this Agreement shalt not vitiate this Agreement. Such misspelled words shall be read so as to have the meaning apparently intended by the parties, 16, I, WATION ON ACTIONS Neither party may assert any cause of notion against the other avislhg out of this Agreement which accrued more than one year prior to the filing of the suit alleging such cause of action. I 17. ATTORNEYS' FEES In the event either peaty hereto is required to employ an attorney to enforce the provisions of this Agreement or, any, part hereof, or is required to commence legal proceedings to enforce the provisions hereof, the prevailing party shall be entitled to recover from the other reasonable attorneys' fees and court costs incurred in oonnection with such nnroreement, including but not limited to collection agency fees and attorneys' litipatlon fees. i 18, INFRINGEMENT' DI will defend, at its own eXpense, any notion brought against, { Purchaser to the ortent that such notion In based on a claim that the System, including the ilardware as described in Article 3, Paragraph 1 and the software as described in Article 4, Paragraph 1, or any part thereor, infringes any patent or copyright, or constitutes misapnr•opriat!,on or unauthorized use of any perscnts trade secret. DI shall indemnify and hold Purchaser harmless from all damages, costs, and expenses arising from wh claims, provided that Purchaser rnotiries DI in writing within 10 days 4 i I i 1 [ruu: lhd date such claim is aasertod, DT shall have the mole E, sigtlt to control the derense, negotiations, settlement and 0,0 M1) oIN i;.e of any such action, If the Sy91,cns and/or Software beoomca, or in DI's opinion is likely to become, the tiubject of Ruch a clam, III may, at its option, either (1) obtain for Purchaser the right to continue using such System and/or ' Software; (2) replace sucli System and/or Software with R non- infringing, System and/or Software; or (3) modify such System and/or 3ofiware to mnkc. it non'-infringing, so long as sunk I replacement or modification is functionally equivalent In capability Find performance to the then-existing System and/or Software. If DI or Purchaser learns or should have reasonably learned that such an action has been filed or threatened agaInat DI or Purchaser, _DI or purchaser, as the case Play be, shall notify the other party promptly in writing. DI shall not be liable for, and Purchaser shall _Indemnify DI against,' damages arising from use of the System and/or Software by Purchaser more than 10 days after Purchaser has learned or been notified of such a riled or threatened action. In no event shall DI be liable for spacial, consequential or punitive damages arising from such a filed or threatened action, except upon Purchaser's timely claim for indemnity in an action against it by `a 3rd party as above provided. The foregoing atates the entire liability or bI to lurchaseh with respect to infringement of any potent or copyright, or any misappropriation or unauthorized use cif another person's trade secret. DI shall not be liable to Purchaser and the above mantioned limited indemnity shall be void, if any claim of patent or copyright Infringement, or claim of misappropriation or unauthorized use of another person's trade secret, in based upon the use of tite System And/or Software, or any part of either, in conneotl.on with equipmont: or software not delivered or licensed by DI, or in a manner for which the System And/or Software, or any part of either, has been modified by or_ror Purchaser. Purchaser agrees to indemnlfy pl for damages, ooste,' and expensea arising from a claim of patent or copyright j infringement or misappropriation of trade seereta, which claim 1 results, in whole or in part, from lncorporaticn of Purohaser's designs, hardware, softwaro, or specifications into the Systewo I 19. TAXES, 3111PPINO AND INSURANCE, Purchaser shall pay all taxes, shipping charges, and insurance premiums arising cut or this Agreement, except for taxes levied upon the net income of DI. DI agroas to prepay shipping charges, and to bill Purchaser for the amount thereof, Purchaser Agrees that no common oarrlcr whose services are retained by DI shall be doomed the agent of DI, - 2(1. DELIVERY All deliveries by DI pursuant to this Agreement shall be f.o.b. Denton, Texas. 'S 774 i i 1 21. REEK OF LOSS r, Risk or loss au to the System or any part thereof shall pass to Purchaser upon delivery Lis d.rined in the preceding Paragraph. Damage to the system In transit and in the possession of ~ purchaser shall be the responsibility of the purchaser. ~ 22, COYENANT NOT TO COMPETE I Purchaser agrees that for the term of this Agreement and for two years fallowing its termination, Purchaser shall not compete with DI In the business of providing to others systems which funotior in a simllav manner and/or provide 'sof'tware similar to the hereinafter described software. ARTICLE 2 - PAYMENT 1. Purchaser shall pay DI for the development) provision, And installation of the System, and for training thereon, the sum of $ 11711100,00, exclusive of taxes, shipping charges and shipping insurance charges, Payment shall be made as fnlloWn: (a) $ 15,800,00 shall be paid to DI as a deposit contemporaneous with execution' of this Agreement, (b) $ 15,800.00 shall be paid to DI upon delivery of the Equipment identified in Exhibit D at Purchaser's promises. (e) $ 15,800,00 shill be paid upon aoeeptanoo of the System by Purohaser pursuant to Article 5, Paragraph 2, ARTICLE 3 - HARDWARE I 1. PURCHASE The System shall include the hardware and equipment identified in Exhibit 8, attached haroto and hereby incorporated by reference, hereinafter referred to as "Rarowaro". 2, TITLE Title to said hardware shall transfer to Purchaser upon payment to DI of the total sum set forth in Article 2, Paragraph 1, 3. INSTALLATION AND SITE PREPARATION DI shall inform Purchaser In writing of the Hardware site requirements at least sixty days prior to the scheduled delivery date, and Purchaser agrees to prepare the Installation site In aocordanon with such alto requirements at least thirty days prior to the scheduled Installation data, G i ! ! ! ~ ii. :;Hr.ttl{rrr ltduitt•;,'t' Ul shill retai}i a seoirrtLy 1rller{!st Jr) all Hr+rdwar'e rot as Long as there are any oui.sLand ing amounts owed by Purchaser to D1. Ehirehaser agrees to execute such reaaonablu documents as mny be ncoessary to perfcet Dl's security interest prior to delivery or t•ho HavdiJarc. 5. Awn'rjoNAL PUIMIASLS Purchaser agrees to purchase from DI exclusively any additional ROADRUNNERS needed in connection with the System as defined in this Agreement. DI agrees to ohirge its then standard rate for such additional ROADRUNNERa. n}rrlcl,r: tl . SOFTM' 1. Di ULOPMEIr'l' P)o The System shall include software to meet the Zeai-ead- tll Specifications as gat rorth in lixhiblt C, attached hereto, and hereby inoorporated by reference. yh,erei~ru~ter-refor~r}si,~-te-ae evof8afire~}, The parties sha w yJ, n~ii[1 15 days establish the o exeaut nc~ Technical Spool floatlons as a H22 in Exhibit C. If he this Agreomeni Technical Speoificatinno shal_r inoorporated into this oontraut for all purposes as Exhibit Cland shall be hereinafter referred to as DI Software. i c 2. MODIFIGATION Prior to Purchaser'a aoo. ptanoo of the completed Systea, as set i forth in Article 5, Paragraph 2, the Software may be modified if the modifiwation Is consented to by both partlas In writing. After Purchaser's acceptance or the completed System, Purehaner may request DI to modify the Softwarol If DI oonsenLs to such modification, Purchaser shall hay DI rot, such modifications onar time a,.d materials basis at ol's then standard rate. 3, DI SOFTWARE LICENSE GRANT DI hereby grants to Licensee n non-,transferable end non- exclusive license for the use and possession of the DI Software. Said license fa granted under the terms and conditiehs set forth herein, (a) l4cens©e agrees that DI retain., all 'ownership `rights` to the Dl softwaro, and that 1.4con,sao acquires no title to the DI Software, nor: any ether interest. In the DI Software, other than the right to use and possess the D[ Software in accordance with the tormn and conditions of this Ag'runmeat. All rights not exo.lieltly,grantod to L.iaena:me are retained. by UT. Licensee also agrees riot 7 i i to make Any copies or repro(ruatlons of the DI Softwaro other than one copy to be used by Liaensuo as a baak-up for oraergenoy nltuationA. (b) The D' Sortwaro may be used only in oonrruotion with the ~ 1 ROADRUNNER rtnlta purchasnd from DI under this Agroemoni. or in the future. Llee,nsao may purohaso additional POADRUNNF11 units from DI, and may use the DI Software with such L1111ts, (c) ror the purpose of innpootlon to doternkina Licensee's I compilanou with the Lerm,,3 and conditions of this Ar,,reornent, Licensee hereby grants DI the right, during regular businaso hours, and In oomplianoe with ostabtlnhod saourlty proooduroo to orrcer Lloonsce'a promisos where the DI oftwa:re is located, (dJ Licensee shall net use the DI Software in sorvioe bureau r and/or timenharfng operations. Lieonseo shall Unly use the Dl Software to perform Liecnsee's work; and Licensee shall not permit anyone but Llcenseers omployeis to use the AI Software, (o) Lloonseu agroon that it shnll not attempt to or actually sell; dive, fond, lease, oonvoy, transfnre lioense subleasar provide, or in any other manner tranafer any of' its rights In the DI Software; whether or not ` modified, (f) The parties agree th,t Ira.'a performance under this Agruoment shall not be deepred as creating any works made for hire as that torsi is used in the oopyright laws, ' fitia 1,, United States Coda, it is atlrood that DI shall retain all oopyright interests In the DI uofrwaro; whether it be published or unpublirhed., DI agrees to transfer to t,loennee a non-oxclunive, license for the operating system software n(oenaary to operate tho System, ARTICLE 5 - SYSTOM ACCE?TANCI'. AND TRAINING 1. TIMININa AND VOCUMENTAT'EON DI shall provide training and dooumentatlon necessary to the operation of the 5yatom, DI shall provide three consecutive days of such training at a mutually Agreeable time at no charge to Purchaser. VI shall oharge Purohasor for any additional training at Its toda standard hourly rates, plus expenses, DI shall land fnur copies of operational doaumentetion for the System at no charge to Purchasers Purahasnr at its expense may repr^dtt^n five additional copies whioh shell remain the property of DI, d i i it 2, SYSITH AMwTANCli J (1) DI shall inform Purchaser in writing; whoa trio Systom lq 1 operational on the form attaohed as Exhibit D, The partios agree that the exclusive oriterion for aoooPtahoe will be comPlianae J with the Tochnical Spaeificatlcnsr (2) Upoi lwehnsor's reoelpt or sold wriLten no"-loo) Purohasor shall tnko reasonable moasures to oVUIuaLU the complatod Systom, Roasunable menaurea include, but aro not limited to, Purchaser providing personnel, oomputor facilities and teat data. 1 (3) Purohnoor shall have ton days within which to ovalunto the System, If Purrhosor does not indioato !te non-oceoptence of the Systom to DI In writing, within ton days of DI's uotioe that the Syntom is operational, on the form attached an Exhibit f, the System shall be duemod acooptod by Purchaser. DI shall have thirty clays following soon noLloe within which to meet the failed, Technical Spooifioations Identified by Purohaser, When the System oon forma wJth the Technical Specifications, _DI shall Inform Purchaser In writing that the System Is operational, Purchasor shall then have ten days within which to evaluate the System, If after such period the System still fails to moot said Tochnicai Spucifloations irleutified by the I'vrohaser, then DI or Purchaser may terminate this Agreement after giving the other 1 party notiyo of termination, (II) If the System fails to meet the Teohnical Spooifiontions net forth in Exhibit C and this Agreement is t,orminatod therefore under subparagraph 3 above, it Is agreed that all sums paid to DI under -this Agreement shall be returnnd to Purchaser oontemporaneous with the return by Parohasor of all Hardware and Software and Softwaro dooumentdtion provided to,Purohaser by D" pursuant to this Agreement, and no further obligat,lona or dutioe shall then exist as betwoeh the parties hereto, ARTICLE, G - WAIIRAN`PIEs E 1. DI warrants that Lho Syotom as instnllod and delivered to Purchaser shall Conform Lo the specifications sat forth in Exhibit C. Tho J exclusive romody for broach of this warranty uhail be repair or rnplaeemonL as to non,-conforming hardware,.ob DI's option) and the provision of oonforming software, as to non-oonforming moftwaro, 2. DISCLAIMER Or WARRANTY `AND LIMITATION Or REMEDIES PUrohasor understands and agrees an fojlowni (A) THE EXPRCSS WAIVIANTIES AS fXT PORTH IN THIS AORE,GMENT ARE IN LIM) OF ALL OTHER WARRANTIES, EXPRESS OR 1MPLIEDi INCLUDIVO, WITHOUT LIMITATION, ANY WARRANTIES Or MERCHANTABILITY OR P17"MV88 rOR'A PARTICULAR PURPOSE] AND ALL SUCH OTHER WARIANTIES AIM HEREBY. DISVILAIMLD AND EXCLUDED BY 01, i ;.rII (b) Dt SitAld, IfOT DG LIARL4 FOR ANY LOSS OR DAMAOE CAUSED 13Y DELAY IN FIIRNIf;HINO HARDWARE, PRODUCTS, SERVICES, SOFTWARE OR ANY OTHER PERF0flI1ANQ1c UNDER OR PURSUANT TO THIS AGREEMENT PRIOR TO SYSTEM r ACCEI'TANCi, AS DCFINVU IN ARTICLE 5, PARAGRAPH 2, r~ (c) THE,, SOLI; AND EXCLUSIVE REIIEDIEIS FOR BRLAOR OF A14Y AND ALL dARHANTIES AND THE SOLE REMEDIES FOR DI'S LIABILITY OF ANY KIND (INCLUDING LIABILITY FOR NC(ILIaENCF1) WITH RESPECT TO 'rill' SYSTEM, HAIIDWAOE, PRODUCTS, SERVICES AND SOFTWARE COVERED BY THIS AOPIHMENT AND ALI, PERFORMANCE BY DI UNDER Oil PUIISUANT TO THIS ' AUREE-MENT, WILL Bi LIMITED TO THE REMEDIES SCT FORTH IN This 'ARTICLE S;XCEPT AS PROVIDED IN ARTICLE I, PARAGRAPH 18 (INFRINUEMENT), UNLESS SUCH REMEDIES SHALL ENTIRELY FAIL IN THCIR ES.",ENTIAL PURPOSE, IN`WHIOII CASE DIOS CUMULATIVE LIABILITY TO PURCHASER HEREUNDER FOIL DAMAGES TO iURCHASSER (WHPITHER SUCH LIABILITY OR SUCH DAMAGES ARE BASLU ON BREACH OF CONTRACT, WILLVUL MISCONDUCT, Nr0LIGENCB (ACTIVE, PASSIVE OR ANY OTHER KIND), CONTRIBUTION, INDEMNITY OR ANY OTHER LEGAL BASIS, AND WHETHER SUCII DAMAGES ARE SUrF'ERE;D BY PURCHASER DIRECTLY OR RESULT FROM ITS 'IICARIOUS LIABILITY TO SOME OTHER PL;ItSON) ARIS;,Na FROM ANY DEFECT IN THE SYSTEM, HARDWARE, PRODUCTS, SERVICES, SOFTWARE OR DIIS PERFORMANCE SHALL DE` LIMITED TO THE INSURANCE PROVIDED, SET FORTH IN THE INSURANCE CERTIFICATE (ATTACHED AS EXHIBIT E). AS EVIDF.I)CE THEREOF, DT SlIALL ANNUALLY SUBMIT CURRENT INSURANCE CCRTIFICATCS ON THE, ANNIVERSARY DATE' OF THIS AORECMENT, IN DETERMINING WSIETIIER DI'S MAXIMUM LIABILITY TO PURCIIASER HERRONDER HAS BEEN I3EACHED, THERE SHALL BE TAKEN INTO ACCOUNT ALL AMOUNTS PREVIOUSL" PAID ON ACCOUNT OF SUCH DA14AOES BY DI TO PURCHASER AND TO ANY OTHER PERSON ARISING OUT Or THE USE OF THE SYSTEM OR OUT OF DI'S PE'RF'ORMANCE UNDER THIS AGAREMENT. (d) IN NO HVBNT SlIALL DI'S LIABILITY OC ANY KIND'INCLUDI: ANY SP)CIAL, INCIDENTAL, CONSEQUENTIAL On PUNITIVE DAMAOCS,; EVEN IF DI SHALL HAVE BEEN ADVfSED Or THE raSSIBTLITY OF SUCH POTENTIAL =8 ail DAMA08. E %HTICLF 7 - TERMINATION 1, '1'hie Agreement may be torminatdd in auuordance with those provisions contninod in Article r regarding turmination, 2. Prior to PUrchasor's.payment or all nmounte specified In Artiolo 2, Paragraph 1,'oither party may #orminatu its performance in the event of either pArty's bankruptcy, rdoeivership, Insolvency and/or adornment for the benefit of oreditors. 3, In tho eventPurehaao,, fails to perform In acoordanon with the terms and conditions of this Agreement and DI notifies Puvohaeer in writing of the details of said failure of porformanoo, then DI may, at its option, terminate Chia Agreement If Purohaser falls to cure said dofloiannioa {.n per-formaneo within thirty days of its receipt of said notice. 10 }i ll.Licensee may torminato its l.loonso of the DI Software upon sixty days written notloo to DL 51 In the event either party terminates this Agreoment or the attached Maintenanoe Agraemont or any part thereof' or tho license of 'DI Softwaro, all lioonaus granted under this Agraoment' shall be terminated, and Purchaser shall, within fifteen days following aioh terminaLion, return to DI trio DI Software in wh-tevor fordo retained, and all doplos of DI Softwara doeumonLaLion. furohasor 01011 oortify in writing to DI that lnirohtraev ltas no returned the DI Softwarn and DI Softwarn documentation to D7. I DATAMATICo INC, CITY Or DENT'ON BY: DANNY 811TRI4:YBYi 1UNIARn `U, S~i'EWAR'1' TITLEI VICE PRPSIDENT TIMb'l MAYOR Mall BTU i `f/` ~17A 1 ATTEST l CC AII,E; C111' SECRL... ~ A CITY OF 1>EMTON, TEXAS i APPROVED AS TO I,UGAL FOlft DEBRA A A t b1tnYUV2'PCHr ,CI' A`1"l'ORNEY~ CITY OF I)FNTONp 'T'EXAS l i Psi ten. RXIIIUI9' A J MAM'ric, Mc. NON-DISCLOSURE AORUMENT Having aeoesm to the Datamatio Llootronlo Motor Reading System, you are hereby notifiod that oartain uspoots of tho System are proprietary and ~ oonfidontial to Datamatio and oan not be disoloeed to poraona not having aoooan to the Systoanf The torn; "Proprietary Information" ohall mean and Inalude Datamatio's softwaro, software spooi.fiontions, softwrave routines (inoluding the display I t routinoe, tho routines permitting alteration in dirootlon and eeyuenoo, and interfaoo routinoo pormitting tho oommunloation or data over telephone i lines), the keyboard layout, and the prompting oequonees, I s D&-amatio Proprietary Information and Trade Seorets maybe embodied in, but not limited to souroe node, ou,ieot oode, System dooumentatioh, System apeaifioationa, flow charm and disgrsmo, and photograptio roprosentations, Thank you for your cooperation in this matter, , j 1? { }r a } EXHIBIT D NPRDWARE SPECIFICATIONS QUANTITY DESCRIPTION q ROADRUNNER Hand-Hold Terminals with aoMwaro, environmental nano, and onrrying 'atrapa Standard Tdrnkoy System Software, Inatallation, - and Training, 'i i I s i j j I i s i 13 r S €XHIDIT c ✓ult iR SPeclr•IG+rIONS Spool flcat:oij for hand bold oluctronic motor reading system At General Roqulrometihs Dotamat sp II rovido a comploto manual of fhb Walled technical specifications of the system xa»nsxetx, normaily Inafudad With nuolt ayatumu. ksakldhc rxandx fa7d1PR N1A1AR1aeltkbD~xYAdwA4Mc~11itaf4D~ lc7ts8YitlAYnlxMkxf<hdcAk~fFxopA+RxldCxaYdtA7tw Instdllatlon of hand hold motor reoding system shall be completed within ninety (90) days of data of f)poaifiaation ngr.oomont• flip DI Hottwaro. n~WAK;, Datamatic shell submit Ina+ollatlon time frtyne, Datomatlc shal l Piovida boob raviniona, h~" 3, dddtf~f>rdS°8x kxA„KxesltKCrptxaaoiNtB~f updatoa and >Wtimprovomontu in Elio CoftWaro as DY yonorally makoa atvailabla to hiaonaaos of 4, Uetomatlc shall provide a completo turn-koy hand hold motor rooding system with ao absolute minimum 01 Glty of Denton programming tlmo 5. Datamatlo shall doscrlbd bow a route book cod be shared and/or transferred between devices either In part or whole, G, system shall be compatible with the City of Gonten't communlcatlon onvlroomoot Which Is standard IBM DOS/vSE with standard CIGN using UTAM, , ti>ilmtraatltRSAMlkk~tiRAVd,dAxda,FfNA4t►~AtcklnxR~lAl~lk5c5['Axtdl6~ci+lctkRlcdAOxk~t~l+AR9c:~lFftltff',dFa4PkRyctianxiffElxsk#~P,cfi9APRAtn@,tf%' idro~ifmt+6kKWIMgxhln»tdri~fwioruisi3naiwntA ~~k~ U, 5 sty em Fu_natioRS 1-0 i n ystom shall be compatible with Glty of ften o eta eommunlcatlons network sod malnfrmo compu+er.kwkftktt *RA ~ ~,~sxNjytMSCi1xIHWd><rdoNJxMtar~M~yx<rttirr<M~mt 1I f 2. System shell be capable of transferring royulred data to melnirnme computer on the same day the meter is road,.. Mdff*lalf7ht'kECbdt ~ixAM~ldfilkllSt fOK1kn11tOt~slElldt7ih111f7fx N 5Y®tem snel provide x~ 1sSaflKxtlxfOfilkIxA managomFint reports such an: a, Reports how rorders on en roads (left to right or right to loft) b. Report of forced reads and total number of roads by motor reader, c, Roport of high roads, d, Report of tire aaeh read is taken and average time per read, o. Report of Coro consumption f, Report of skips on route. I g, Report on adveocing reads on vacant accounts, h, Report of motor conditions (a,gr, broken glass), 1, Report of Incorrect motor numbers (o,g,r chanisen motors), f, Spoolfy addlilonel mdnagemont report cdpabllltlils/1lmitatlons, Such reports. ahalI be oval ]able within 12 information hours of data Input, ~uta' in oa~a19dw Eol: >yitafaW.l 49tu h dof paWnr ouutnage at tithe ain1, ~Ie computer dystam,casa obeli heveiddxitsb~r[ and transmitt 1, T l4~xt day rauto in Uformat~.in System shall be capable of e Moll, oli motor readings rem terminals within etigf,A h p r ad% iliaK )t11Y iN1ApMtxY%NMKr ItN><1t M>rifs%IN~t ~~INI%t W1f )V1Kt1b1lf0~il x ltlt7lXM li>Vtfi%Kitdt a itiiaiumof X711titMAli1 Th fyatom raktall be onpabip of proooaniny motor reading information from & 14 termiumin. System ahail have backup capability for data igat toden namission to male-frame computer, or from Wffllnal +o the terminals and the PC system. _T I D, System shall hive a brotection system for data lost duo to power splkeA and burn outs - LV t) . `Ao~l r" SSII) ~1 110CA0000k Spuciflcatlons go 2 XtOatcsasxNxxnrwX YpealaEtt>teo,a xitatttxhtactacanaxkM~mfXYskllitda7lltMkm>tk~cnt><NSRt>EIcSM'~Flt9rk7kRX9GXR'~ntAX6(fNAltXht>iAkho>t All NiWlir09btlXpQXBk9ytN=bdSt 10, System shall have capoblllty to rosoquerwe motor recordsr C. Terminal Functions I, Terminal Shall bo capable of accepting motor readings entered right to loft or left to rIght, 2, Torminal shall bo able to Insert an account Into Its proper sequence when Instructed by pi, 'or reader, 3. Torminal shall be able to access an account by service address, cnl,omor name, motor number or account number, 4, Terminal shall be able to read In any sequence as designated by motor reader (e.g., from first to lash) middle to last and "first to mlddlo) last to first) mlddlo to first then Iasi to middle), U, Terminal 01 11 be able to provide search function for locating skipped accounts) blank readings, rotor readings, etc, 6. Torminal shall be able to perform hlgh/low comparisons within one 0 ) second otter road Is entered and allow for entering motor number before re•rond occurs, 7. Termina shall be able to accept special codes for motor conditions'(e.g., stuck, broken glass, etc), 0, Torminal shall be able to accept Moro than one meter at one address (e,g., apartments), 9, Terminal shall be able fo record read flee when meter ronding Is entered and when system Is adtlvated, 10, Terminal shall require name and number before data entry Is aotlvatod, 11, Torminal shall be able to notify motor reader of hazards or special condltloAs at the address, (e,g „ bad dog, j notify guard, locked gale, etc), 12. Torminal shell be able to display necessary account Information, such as motor number, account "number, service , address, motor alto, locations and haearda, 13, Terminal shall allow meter reader to update or change motor locations, hazdrds, and to (Inter certain codes whenever motor topper •Ing or Illegal connect lons are suspected. 14. Term inal shall be capable of being operated In rolatlvely dark areas, ls,g,, largo water main holes), 0. Envlronmontal r I, Uatanatle shall provide effective means of pretactino ferminal from loss of data or deterloratlons of j; equipmont due to environmental condiflons, ke,g,,,raln, snow, dust, mud, water, et(-). 2, 'batamatlc shall spoolfy row temperature and other environmental requirements for the system, g, Physical Chareoterlstles L 10 The overall weight of iho tormlonl, Including Its batteries, should be no Moro than 25 ounces, Terminal shall have kayo of a minimum of 1/211 by 1/21+. 3, Terminal shell have liquid crystal display (LC6),: Display must be easlly readable at normal vlewing dlstanco In bright sunlight. Display Was should be t U Cle !y largo (at least 20 characters) so as not to unduly slow the Meter reader, it 6Y~QA~. - 4, Tormime l shall have a fully alpha numerical display an npufi, Terminal shall be easy to carry and must be capable of being secured to the mofer reader by at least two (2) Methods, (0,0 ,1 on the hand by elaatlo strap, and on the body by a self loop, eta), 6, Uatamatla shall oubmlt physical layout for systems location. 7 ,est. Bid 'kiOitkltd Speclflcatlons pogo S 1 F, Power I, For ml no I shall bo computIbIo with kkik n-rachergoabIa uotkyfo batter syst m Hottory system must I provldo p ( iontlnuous full operation for of least ton hours, 2, Torminal s tall Y io a low power condition at least one, hour tioforo 2FX~'Backup power shall be 4provldo4 to assure dots Is not lost If primary power soured Is Inoperative, i 1 1 7f ItM01x*xarx Ki4jtlti4bchtlK>k~At92~tA~~JrAi7Ca1N04J0~AY f41r Liltgi~~ 7tlyY7(061tiN09N xArdgK~tfOklNlxffi6lf 1Wrx~F ax~RXiir>t7f 1] Torminal data shell be proi.actod from static eloctrlclty, n 3. Terminal shall allow for the raplecmmoni of batteries In tiro flold without loss of data, ?711, , otlc shall provldo dotal led training oh use of torminals far Cliy employees, 21 Uatamoflc II provide detailed training on Interlace (miml-computed with malnf Computer for Olty employoos, 3, batamatkc shall provide zr30 Jlod program tralrring on Intorfaco rocomputorl with male-frasio computor for C11y omployeoa, s hieln4~nenco " t I, Looal malntonanco shell be provldud for to , nals an 9y trxn, 2, Malrtononce response time s8nll be s than two hours during Ir business hours (NIOC AA to 500 P,I4,) V > 7 i Sr Maintenance on torminal- D atlo shall provide a torminal la fully op le service condition to replacomunt of a torminal In n of repair and shall provldo a torminal case ca' watorproo r In serviceable condl}Ian as a replo t for torminal case or walarproof cover In mood of repair, E 41 Mal once on system shall bo completed on slime day as day roquosted, I !~i Datornatlc shall provide separate software malntonanco provislony I i Kam, 4 EXHIBIT n BEADY POP USE PUBM { This In to notiry thst the Eleatronla Motor t Reading Syotom is inoLallod and conforms to s{ oolfia Giomi ohtlinud in Exhibit c. ~r Liainon for DatemAtio r Date M1 1 i 1) I i 1 h •1 MIT, Ili 1 ` YF r ~ U14 CIFFIVIFICATI r 1 TOOK , . r NAMI ANb ADDRESS Ot AOfNCY ~ COMPANIGB 0VORDINQ COVIERAM Standard Mortgage Insurance Agency ANY 0 Plaza One Shell Square CLr OAIFuR pUnited States Fidelity & Guaranty / New Orleans, Lit, 70139 _ Co, ! COMPANY trtlo E61ted States Fire Insurance Co. kANt MO ADDRt SS 01 INSURED r IO~TIR Datamatic, Inc,' P,O, Box 850461 UNA Q Richardson, 7x, 760010461 COMPANY E Llirrm Thus Is to cellly IIlaI potlcles of insurance 1151ad be low have been Issued le the I11surod named above and are in farce at Oils time, COMPANY ulrrR Terror lNSU UNCE POLICY WADED IL CY "L' 11TfibTtli II I ouii t~iJ00 -4l 11 fApUTA ION OATI AOORCOATt+ GENERAL LIABILITY accuR INDt _ eooltvuuukr t r A COMPREWNIMYt roo;M 116nawal of PINMISIS-OPFkhrICNS UP OB524282C1 f1~17~eb rR01'r RIY DA 61A0t 1 r%11lOhIIOON AND COl1Arst i LINDAAC"OROUND NAtAkb ...r..:~._.»; PNoeUC ISrCOM!'LIYto O tRAlION5 "AlII II II CONT pRAOI VAI IN SURAHC C 110 DAYJNJURY A N O R NANACTIM PNOPtN1Y PROCO ION(D 1500 t 500 IIIULFt ND[NI COli1 r1AL'fl)rts ` PCHSONAL INJURY : P106ONAL INJURY S 500 AUTO RS'lL6' LIA$tLITY p~ A COMFRt"thsly, rokM WIN pI('+RSON1 A 260 CAW) tiicCl~~Ri4 ' S00 i{iRrO ICCO34326642 11117/95 Pao PCkIYDAMAdE ' { DD NONa A`NI0 DOD It Y IFJUIIY kit" PROPt RI Y DAMAO 1 t s B ROWED UMRRULA FORM DODIIY NJURY AND IRANUMAINtLA 5233260474 PROPIATYOAMAO( s 51000 t 5,000 'j roAM 11 / 17/85 coMa~Ntb W K RB'ObMP~BATlON l L Amd srATUtwlv~y EM PLOYERS'LiABILITY 5E1793583~ r 1 17L95 s 600 a AC a Atc19thN OTHER CotKaIPTION 01 OPWATI01I64M'ATIONSNEHICUS CimOe114116hi Should any of the above described polleios be cancelled before (lla expiration ciaio thereof the Issulng'conr pony will endeavar to mail days written notice to the WOW named colphcafe holder, bul (allure to mall such notice shoat impose no obligation or Ilablllty of any kin f upon Ih6 conipbny, ' NAMI ANU ADORL590f C(R}ifiCA7t IlOl OIR DAIC 195U1b. - AUIIIORIr[a ptpRlt[HIAFMC..-...~.:. W :I2) (0, 1 h » ..~M'ttiwllS'~'~#~St(MJt~9f~rlMl~gEPt^IY..__ t r I e1 LXIIIIiIT i 1 $YS'rr,M NON-ACCE:I'TANCE FORM This form nervtin as a writing to indionto fureII04vi'n Non--AOoepl,alino Of the DI 5yrjUm, dol lverot!' pursuant to an Agreement entorad into by the partioa by reason of the following, - l Byl , f I i 17 ..t z LtArt1T~;Nntdcr; AcitE:EaiLirT This Maintenance Agrerrrent is made nn this 'day of,e,lr , 1985, by and between DATAMATIC, INC., it TCxas corporation locaM At 2121 North Glenville Drive, 111chardson Texas -'15081 (hereinafter referred to as "D111) and the City of Denton a, Texan corporation located at 901-1) 're tan Street, Denton, 'texas 76P O1 (hereinafter referred to its "Purchaser") RE;CITAL.8 A. W11L'RLAS DI sells oomputor hardware and lioenaou proprietary computer software, hereinafter referred to as "System", which Sy6;.ern Is fully deaoribed In the Purchase Agreement exec ited contemporaneously herewith between Purchaser and 011 and Ir. WIMILAS Purehasor doairea DI to maintain and DI denlres to maintain the System. NOW, THE,RLPORF;, in ooloideration of the mutual benefits derived herein, the parties agree that: 1. DE;SCIIIPTIOIJ Tile DATAS4IITCEI in to be maintained at Nrettaaer's sito, Response , Hrtre from DI for DA1A3141TC11 shall be within two hours or a trouble adll dilrr'I jh nlty weekday (exnlljn1Ve of holidays) between 8100 a,m. and +i1111i' itm, loqu) tlmv, Maintenance service will be available at all .)t.Ial, timon at Dlla stand rd overtime rate, The ROADRUNNCR Is j.o by naltitdl 'ed at Dallas, Texas. DI shall return repaired 'I ROADRUNHIA k Wiln thren working days after, receipt by D.I. 2. RICURRINf t1AINTI,NANC11 C1IAROL d 11pon ace iptanee of the completod System by Nrchasar, Purchaser agrees to pay a rionthly,maintepanee charge for the maintenance 9orviocs provided by DI under Oils AgrPoment, Tho first payment shall be due on the first day of the monLh following the j acooptanee of the rompletod System and shall contain the pro rata ✓ monthly amount due from the date of acr.eptpnoo to the and or the month In which t10Geptanc3 oaours, plus the following month payable In advance. rhor~eAftor-each monthly payment shall be duo on the first tiny of each auoeoeding month payable in advance. The monthly ehargo for the `first twelve montI)A shall be 1% of the Local 9yAam oet3t. '!he tenthly charge is aub,jeat to ohange on the ar,nivornavy data of Purohnnerra aoceptancr, or the oompletad Syntsm, but In no event shall the percentage change in the monthly charge exceed the peroentage change In the "All Cities Average of the Consumer Prico Index for Urban;Wngo Earners and Clnrical Workors Ravlnod" ynaa psriodl 1967 c 100 (published by the Durcau of Labor 31,W stlue, U. S. Department of Labor) for the twelve-inorlth period preceding Bald annual annivarsnry date. 1 F 3. SGi)PU L1I shall keep thO Nardwaro anti t.110 DI Software in good working order. Maintenance nerviceo shall Anelude:, (a) Soheduled proventive Hardware o,alntbnanoo based upon the specific needs of the individual mtrchtnos as determined by DT, inoluding testing, oleaning, lubrloating, ad,Iustmenta and roplaeomant of parts; (b) Software maintonanoa, lneluding providing Purchaser with such revisions, updates and improvements In the DI Software as DI generally makes avallnble to lioonsuoa of the DI Software; and (a) Unscheduled, on-.call remedial malutenanoo of both the Hardware and DI Software: All mAintenanoo shall be performed by qual.flod maintenance onginesrs familiar with tho Hardware and the DI Software composing Purehasorto System. N. PEHPbnMANCI: OF MAINTENANCE; 1lurchaaor agrees Oct UT may suboontrac%, maintenanoe aervicos under this Agreement. Uf EXCLUSIONS Maintenance serviaou -shall not. in,lude; (a) E;lactvical'work external to the Hardware or maintenanco of accessories, alterations, attachmenta cr other devious not E furninhod by DI; E (b) nepair of damage or Increase in sorvioe time caused by ! noridont, transportation, neglect or misuse and alterations (which shall include, but riot be limited to, any deviation J from circuit or struotural inaohlno design as provided by D01 (a) Repair of damage or increase in aervioo time attributable to r ' I the use of the Hardware for other than data prooessing purpobaa fo Which des;Enec! L, _.._J (d) Furnishing platens, supplies or accessories; painting or refinishing the machines or furnishing material therefore) making spealfioation uhanges or performing services connected with relcontloh or maohineat or adding or removing nooeasorSDa, attachments or other dovloos, , 1 s , TEMMI NATION _ (a) TU8 Agreement shall. terminate only upon the valid termination by Purohaaer, DI or Purohaser or the softwaro license donoribed 111 the Purohaee Agreement executed contemporanooualy herewith between Purahaaer and DI, (b) Should DI or Purchaser fail to perform any of the material torms heroor, the non-felling party shall give Written notice thereof to the failing party, If the rallure le not corrected within .30 days, the rion-tailing party may, at Its option, terminate this Agreement upon written notice to the failing patty, 'Porminotion or either the Maintenanoo Agree- ment or the Purchase Agreement sha.'l automatically offeot the termination' of the other; DAI'AMATIC, INC. UY; `DANNY 811IRI:t1 wti i E fITLCS VIC. PRESIDRNT TITLMt _MAYOR IC ATUns IG T ATTESTt C[ RL T'1 AL LE , CITY -SEC RVIIARY CITY OF DLNTONr TEXAS APPROVED AS TO Lt'GAL MRM: D> U!?11 nDAMI [lRA 0 11'Cli, C / ATTORNEY C7TY:Or D8NTON, TL''AS -a a ~ f COMMISSION nONEF f H. DEDMAN, CHAINMAN ANll PUBLIC TRANSPORTATION MAIIK U. GODOE A SAM WAEOnoP 2624 W. Peal rie JOHN R. nUTLEFIA (Denton, Toxas 76201 October 79 1985 IN nEPLY FIEEEII 70 Cont:roli 91846-9 TILE IJa: Pro,jecti UP 0005(689) Missouri-Pacific lta leond Company Crossing, at `Cooper Creek1'ond In 00nton DOT NO. 795 3070 Benton Countty. Mr. Rick Svehla City Manager City of Denton Muoleipal Building L Ueiiton, Texas 76201 I ' i Dear Sivt The above rnilrnnd crossing is Included (n eha 1986 Federal' Railroad Sir Ull Program, The total estimated cost of this crossing is $70,000 of which the City of Benton will be responsibi.le for $31500 of this cost It the City of Uantvlt %visttes to partic:ipat•o.ill thin Project avid wants tkia State to prucaed with the plan devalopmsnt, please executo the' arraclEed Cartlficatiun Stntotnants, Return to this oFHCO the State- mentsand a check pnyable to the Shale Troasurar, Account of Trust fund No. 927 for tha amount of $3,500, We will forward the abatements { and chock for further handling, l Yours vary truly, [AvighC 5; Bird Itt'sldent l+,ngineer USBllkw At baalinlentg , F r Fri} Denton County COOPer:Creok Road MP RR Co, In Denton DOT No, 795 307E CERTIFICATION STATEMENT State Oepartment of Highways and Public Transportation This is to certify that the cit Of Mentor, and accepts the c Y county approves project for the warning system on the described grade crossing and tgreos to forward its remittance made payable to the State ;Treasurer, Account of Trust Fund No, 927, to the Department in the amount of 3~y0G00 at the earliest date, This will constitute the full and final partici- Pation by the Municipality, The undersigned also agrees that advance warning signs and pavement markings will be in accordance with State and Federal standards at the time of Project completion, i Dated this 31 t day of nctobcr, 85 o ze P c fca ! 3 : u ro.praaar a~ t , .X Denton Conty i Cooper, Creek Road MP RR Co, In Denton f~ DOT No. 795 307G / CERTIFICATION STATEMENT I State Department of Highways and Public Transportation This is to certify that the, City of Denton approves ci y county and accepts the project for the warming system on the described grade crossing and agrees to forward its remittance made payable to the State Treasurer, Account of Trust Fund No, 927, to the Department in the amount of $ 31500400 at the earliest date. This will constitute the full and final partici- pation by the Municipality. The undersigned also agrees that advance warning signs and pavement markings will be in tccordance with State and Federal standards at the time of project completion, Dated this 31r3t day of October 19 85 - ut o Yoe u c cia 4 1 V THE STATE OF TEXAS § AGREEMENT BETWEEN THE CITY Of DENTON AND TRES SYSTEMS] INC. COUNTY OF DENT014 § The City of Denton, Texas, a°home rule municipal corpora- tion, hereafter called "CITY," acting herein by and through { 1 its Acting City Manages and Tres Systems, Inc., hereafter: 1 called "CONSULTANT," hereby mutually agree as follows- SCOPE OF SERVICES CITY agrees to employ CONSULTANT for consulting services for the development and implementation of a surcharge billing on sewer billing as sot forth in detaii irl Exhibit "A" attached hereto and incorporated by reference heroin. II, i PAYMENT CITY agroes to pay CONSULTANT for the services performed herevnder as followas 1 (a) The sum of Nine Thousand 't'hroe Hundred Sixty Dollars I ($9,360,00) , Wexcee at ,:he rate of Sixty Dollars ($6000) per (b) A sum not to 5evonty-Five Dollars for travel expenses, based upon fifteen dollars per trip. ~ tf(A (c) Payments shall be mode^ for services,,upon--ee*0e444n-, III. SUPERV18YON AND CONTROL by CITY It is mutually understood and agreed by and between CITY alid CONSULTANT that CONSU[,TAN'" is an independent CONSULTANT and shall not bo deemed to be or considurod an employee of the CITY of Denton, Texas, for the purposes of income tax, l withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other CITY employee benefit, the CITY shall not have supervision and control of CONSULTANT or any employee of CONSULTANT, and it is expressly understood that CONSULTANT shall perform the rcrvioes here- under at tho direction of and to the satisfaction of the City Manager of the City of Denton or his desie;noe under this Agreement. IV, SOURCE OF PUND5 I All payments to CONSULTANT under this Agreement are i to be paid by the CITY from funds appropriated by the City council for much purposes in the Budget of the City of Denton. V, INSURA"iCE CONSULTANT shall provide, at his owii cost and expense, worker's compensation insurance, liability insuranco, and all other insurance necessary to protect CONSULTANT in the operation of CONSULTANT'S business. Li VI, CANCELLATION CITY reserves the right to cancel this Agreement at any time by giving CONSULTANT ten (10) days written notice of its intention to canvol this Agrac;ment, f Page 2 VI1 f TERM The term of this Agreement shall commence on or about the 20th day of. November, 1985, and end on or about tho lst day of January, 1986, VISI, MODIFICATIONS The provisions of this Agreement constitute the entire Agreement between the par,tins and superoade all prior communi- cations and agreements, oral or written, between the parties hereto with 'regard to the subject of this contract. I IX, INDEMNITY ( TO the ext¢.rO- allowed by the law of the State of Texas, CONSULTANT Shall defend, indemnify, and hold CITY whole and harmless against any and all claims for, damages, costs, and expenses to persons or property that may arise out of, or be occasioned by oi° tram any negligent act, error or cmisrion of CONSULTANT or any agent, servant, or employee of CONSULTANT in the execution or performance of this Agreements X RIGHT OF REVIEW CITY shall have the right to review any and all of the 'services performed by CONSULTANT under this Agreement, I PAa 3 s }9 i i Executed this the 17 day of _r 1985. J ~I CITY OF DENTON, TEXAS BYt RA Q8V A7 ACTING CITY MANAGER ATTESTc T, , C hRhOT r AL Nr CITY SECRETARY CITY OF UENTON,' TEXAS` APPROVED AS TO LEGAL VORMt E DEBRA ADAMI'DRAYOVITCH, CITY ATTORNEY CITY OF DENTON, TEXAS BY $ XY !(fl~l. ! CONSULTAN? , BY mRES SYSTEMS, INC. 1 Thal Robert E. Nelson, Director of Utilities, is hereby designated 80 the person to administer the provisions of this Agroement, R CK' SVEHLA ACTING CITY MANAGER PAGE 4 ti i PROPOSAL TO CITY On DENTON The following is a datall Itemization of the design coding and test efforts to meet the sewer surcharge billings being saved In OD0421 passed to the End of Month; reporting and + printed as a soperute line oil the utility bill, It does not include any effort to display the sureharge on an online soreov. It will be displayed on the 131-1 screen as FUEL CHARGE 'f for the water meter. The efforts proposed to be performed by TRES personnel are as followso 1. Calculate surcharge A. Factor stored in customer motor reoord. 1. R.C.O. number to be assigned. 2. R6 screen to be used to Input surcharge factor H. Code to be added i 1. pass factor to calculation sub-system+ 2, to calculate surcharge 3. store as fuel charge In OT1(142 a6 store factor used b. store surcharge amount added to bill 4. pass surcharge to End of Month Revenue In 8441. 6. Hill print. a print (is a separate line on bill b modifications to A61 and R64 , e, Set up master the field for factor 7. Change 8103 R.C.O, definition i 84 Change AP390 to add surcharge to sewer charges 11, Modifications to End of Month Report to show the surcharge on one (1) Revenue Analysis Report for sew&ge, j 1134 System testinge by 'CABS personnel in Denton. Includes effort to assist users to modify documentation and user direction for input and Inquiry, The time and labor charges are estimated ac follows fora item 1, 80 hours X $60 $4800,00 Stem 11, 60 hours x $60 m 3800.00 Item M. 16 hours X $60 a 980.00 'Gravel expenses 6 trips x $16,00 a 76.00 'T'OTAL ESTIMATE $94?16.00 1 MY of DENroN, rEXAS MUNICIPAL BUILOPING / DENTON, TEXAS 76201 / fELkPNONE(817)566.8200 ua11U'dI'y L, 1980 Nil'. Paui rr, Fryman 'I'res Systoms Inc; 16775 Addison Road r Dallas, Tx 75248 ReContract for Surchargo Billing Work Dear Mr. Fryman: Enclosed please find an executed copy of the above-referonced i contract for your records. lie have filed the original document with C our City Secretary. Please submit invoices' directly to my office in order to facilitate relmbursameht for your work. We look forward to the successful implementation of this `program, Best regards, 1 R. B. Nelson, P.H. Director of Utilities E , gcr cc,, C, David Siam, Asst, Uir, of Wtr/WW Utilities i Howard Martin, BSA file i i i 404bU 03 i i i NEW I AIG SPATE OF I'IAAS COUNTY OF DP. TON IN I ERI,Ot'AL COOPERATION AOR-EEM N'f 11115 AGlil Li41F,N'I Is mado and Entered into tlliti duly of 00,,tobor, 1085, by and ' htwoon DENTON COUN'i'Y, u, gi+Llllcal sabdivision of file Oreal state of 'roxas, hcrefnafta'r IveG,!,rod to Ili(evoliangeably ns °Domtmill or "county", wid the D8N'1'ON PUt3LR' I,II1RARY, tklso o likibile selvir.o organization of Denton COILMIy, `Texas, f Itedellmlftel' roforrod to m; "AGENCY". 4Y}II?tt, DeMoll is 11 (1111V oi'gtiuized political subdivision of the Stale of Toxas oni!ril;ail ill URr a,tmni,;istult,i li of Comity Gclvf~i'ItnUvikl iuid relatod mwvir uts for the bonoflt' of thr c,' i' v, of Dvoon County; 'iid tlfil?}tf„t ',tilsNt:Y is a duty rganlzuid publlvt sorviov orNaniztition of Denton t <lilnt),'IPXr 0118at:,eil in tilt provision of :.~arary ::ot!Vivo ,cold roliktod services for thal i iii-; r II ol, the eif 1r.Cns of Urinton Comity, Texas; nild AMAILAS, Wmlon and Atl('NC',Y klesnl Iq improve the offleieney mid otfeelivenestl of 1wal Vovwrnn,cnti by aittltori illy, the Iullcht -104.801k) rllriXn Of Itttert;overiIIrw .It, i'o7jtructttil umtbority it the Iwfil Iodel for dill or part of tho Niletlons and serviees or Bove pr,)towtfoll llnd dett'tldotl si,.evi<"es; fh'h peotoctfonf Arvetw, reads, and draiilayel E ;,oldie llotiltb and welfarel park`:, I'MoPtilit lard ill)rary k:v I,Vlce:ii Jou'wiint mervlaes.1 Wit8to dk+Vfird, 10a001118; alIVIlloelIfli and t,4lminl4irotivc fundtionn smelt as lux aYSelllimvni and i )locasin1t,Wlm'eboustnf~, 4a mi1llnerit fepillr I (UIf¢, tlem. ntlllCl el'ViC'C~, tllrCkia!1111 ,thtia f ' , , raid p01101111 and ; tvlih;liEM-s, D(Alton and ACIIII mutmrilly desitke 1t, be y,tbj,dt to the provisions of 'Ph,K, JIM C'IV, STA i', Art, 1.113 (320, (vernou 8upp, 1080), llte Ill tilrireal cotooral ion Aat and, NO4i 'I'~lltiRL•taCiitls, Delitoll and Ati11NCY, for the mutual eonsitltmf 1Ion havoinaftor stated, a8rov earl Understand ns fnllowsl 1 The orreefivr, ditto of tills a8reentenl, 5ililil bit the IiA duly of t)utobor, 1080, INTE111;001AL COOPI tiATION AGRI ttMUNT, PAGH 1 011 i The initial lean of this Agreement shall be fray the pcrlod of Oolober I, tf185 to and through Sopternber 30, 1886. Thereafter, this ngrreinent shall outomatleally he roaawed for inerlods of twelve (12) 1110 11111) Ineverlrrnls from the tvVIIllnation dale +nlose tvrdlteaa notice cf Intont to termhuato !s given by eilhor lmrly to tho other wilhlii sixty (60) days of rtleh lerrninatdma. Ill. For the purposes and consideration herein stated and contemplated, Denton shall provide lho fpllowipg ncec`sruvy'find rppropriate servdces for tile, resldcnts of Denton County ACIENC7Y to the mnximttm extent authorized by thin agrocinent, without rugaed to moo, roligioh, color, age, dull rvatlonal orlt(lin; to will 1. i,nbraury servivos and other related sa rvdeos for the benefit rand to serve (lie public coaavenlcnees and neoossity of tine eltizens of Denton County, 'texas, IV Inesntueh as ilia DEN'TON 1101mle LIBRARY Is for tlae use, benefit and onjoymont of till citizens of Donton County, 'T'exas, upon proper proof by Individual(s) of residence { of Denton County, Texas, such Individual(s) shall be entitled to ua issued, fit no cost, It "library card" to be used In connoctlon with said library services. V D N'I'ON shall designuto Honorable Muddy crolo to act on bohaif of DENTONj find to servo as "ldnigon Wilow" for Doniot with and botween IMNTON and A0111,10Y. Ilonovablo Hktddy Oole or No derignmiad substltuto shall IIIAlro the perforinancte of all duller find obligollons of DRN'lON hcrcin stuled; and, shall devote sufficient tune and i attention to ilia oxoeution of sited dulles oil behalf of DENTON Ill full ooniplianco' with 3 the tunas and conditlons of ols ngramont; clad, shall provide Imaludiate find d1rool. xupervlsloll of M NTON'S employees, fie nts, contrmelory, sub-oontraetors, and/or laboro,s if ally; In the futherallue of the purposm, (0111"4 and collditions of this ARreonicnt for the mutual benefit of Denton and )%(JlN(3Y, V1. 1 ACILNC; Y shall dosignatc Rick Svehl.a(o lion on bohalf of Ao3I?NcY, and to serve as "Glalsoi" foil ACIta,NOY with tiled betwoon, AGENCY and 7)ontol lay Insure (tall perfoPrmuncc of till' duties and obligations of AOICN(Y no Kerala stnledl and, sllnll dovole sufficient (lino curl nttrhtlon to ilia oxemillon of naftl dutlos oil behalf of ACIENCY in tali eomplfano,u with Ilia torms and conditions of this ngreelnoutl and, nhndl provide fmmodillle and dii,am suporvisloh of the MIEN(:Y employees, agents, contractors, Sit()-tiortlraatorA, and/or laborers, If ni yl lit tine furlhoreltao of (he pur(osus, tcrans till(] conditions of Halo Agnomont for the muUutl benefit of AGINCY and Denton, IN'E'l;tiMOMA Ci7(PARATION A( REUMMITO PAG9 2 OF 1 Vil, Atil{NCY agrees to Indmnnify and hold harmless Denton, its agenU , tined e111140yaos; froril and oplinst all claia1'3, dams 's, losses, 11116 expenses, Including reasonable attorney's fees In case it shall he nocessiary to pursue legal notion, 131'18111}; cut of perforinanoe of the Services find dulicls heroin %yhlah are, or tiro (dleged to have been unused in whole or in plait by Drnton or A IANCY, inSudby but not necassudly limited to any negfigant act tlnd/or cnlismion of tiny employee Of AURSIVY, Its d6netors, iaeulberg, or (hat of a sub-eonlractor of Al f'.N(•Y, at that of anyone oniployed by or contracted Willi AGENC,'Y for wlrasa bets Denton and/or AC EM'Y is liable. V ill, ACMN(". Y agroos to indemnify ul d hold harmless WiN'i'ON, Its agonts,`and eniptoyoos, from and agninsl all elnIM, dalileges, losses, mill oxpengos, Including rem onable attorney's foes In Unno It shall be necoysury to file tan nation, "rising oilt of parroralanee of HIP sarvicos and duties herehl stated, which tiro (t) for Willy injury, Illness, w (1011th, or for property'danluge, including loss of usa, and (2) causod In whole or in part by A(11;NCY's 1legligent'.not nlul/or omission, of that of a sub-contractor of AGENCY, or that of anyone amllloyed by or contVaotod with A0VNt,Y for Whose cots the AOFNC`.Y Is liable. Ix, The A(.jVNCY shall be soley rosponslblo for all taolvilques, sequences, rroooduras, nndlnoluls, and for ilia coordiialioo of all work parforlaad under the tovain and condllions of this ngroonlont,'3111111 Insure, deditlato and dovolo the full timo and attention of lhotae j ealployees hacossary for the propur exoaut Ion and oomplodon of tho duties and obl gat lone of the AGENCY statod in this agr0cmont, mid give all attention necessary for such . prober supcrvimloa t11id dhraction, X. DENTON ngroom to and ncucpts full rosponslbility for Lite outs, nogligonoe, and/or omissions of all DRISI fUN'I3 amrioyoes, and agents, DENTON'tl sub-cob traa tarsi andlol' contract laborers, and for Illose of all other perman.9 doing work undar it aontract or J I agreement With maid I)kNTON, l xir The AC11iN(A agrcas to and n0eaulm full rasponsiblity for tha nrtn, uugiigoneu,` and/or MAN of 01 the ACIIMMS anlpluyres, and ngwAh, the AUENCY'.q sub- contractors, and/o1` contract laboralw, and for thoHe of all other persons doing week under a contract or agrounlent Willi gnId AORNCY, INTBRI,OCAU COOPARATION A(]RRHMENTt PACIR 3 ON 7 N X I I, DEN I'ON ngrecs to and accepts the duty and re.sponsiblity for rind ovorseeing fill J i snfoty orders, procaulions, progvarn:a, and equipment nooo4sary to the rensorrable safety 1 of OEN'TON'S employees, and ugonts, DENT ON'S qub-contractors, and/or conlrnot laborers,' and all othor persons doing work under at contract with said ORNTON, XIII, i The AGENCY agrees to and accepts the duty and tespunsiblily for and oversooing++ i till safety orders, precautIori5, prol;ratm4, and equipment necessary to the vo,tsonablo i safely of the AMNC,Y'S employeos, nhd agents, the A01iNCYSg Sub-eotltraclovs, and/or contract laborers, fund 1111 outer per'80114 (10111[ wrnVk under it eonU'net or agPKI111011t WRIT snld AMINcY, X IV. AGI NCY undcrstnnds and agrees that tboAO1: M, Its omployces, sorvants, agents, and ropredontutives shrill at no limo reproseni lhentsoives to be employees, servants, agents andbw representatives of 1)I?NTON, XV. IMNTON uadot mills and agrees that DRNTON, its employees, servants, agents, and representatives shall at no time represent lhemsolog to be omploym, servants, agents, and/or reprosontatiVes of MUNCY. xVl; f "DEN ON", Uonton County is a political subdivision of mo slnto of 'roxna, 'I'ho address of 1101-ATON" isi C:aarstis4lonors Court of Uonlotr County Carroll Courts Building '101 West Illukory ' Uonton,'Texas 70201 'Telephone (9i7) 86f~-H6t10 Attm honorable Buddy Cole tloltton County Judge' XVII, ACIENCY Is a public service ort{alllzallon of Tlonton County, Texas. The address ; of "ACiliNCY" 14. IN' ER1,001, COOPERATION ACHRNMENT, PAUNi 4 UN 7 CALL of Dmuoit 219 nist NcKIoo("y a nallLUtt, 1'ast,e 76201 I'elaphonc 1437 ) -566-8309 AItItick Svclatn, AeLlrtl;illLy'Manegc.r f/ XVIl1.~ ! f+or the serv aas haral tnbave statod, DE3N'I'UN agrees to pay to AC7fsN('Y for the Hill perfnrmnnaa of 0119 nllreeluent, $1,00 per ctwlta of 780,100 or Ilia stilt, of SEVENTY 111(3fl'r THOUSAND THREE, HUNDRED NINE, AND 1,101100 {$78,3041,00} DOLLARS to be pnid In 0(111111 quartorly liMallmont9 of NINIS'I`ISl'sN I'IIOUSAND ME IIUNDIUM s s0"N'i'Y Sr.0N AND 25/100 ($10,677,20) DOLLARS eomM01101119 October 1, 1080, In nddilion, fWNTON itgreas to pay to ACIFNCY up to ` l',N 'I'1100SAND AND 1,101100 ($10000,00) 001,I,ARS In mittelth,g fuu(.i,1 upon recaipt`at proof from the AGENCY that raVOM10 I from sources other shall Denton County tilts bran received and that this Informatlah shall be provided each qunrtor to DBNTON and will be malchad In full each quarter until suoh time thut $10,000,00 tins boon puld. DRON'I'ON undoratands and ugroos that I payment by DEN'ION to Ilia AGENCY shall ho made In accopdanue with Ilia normal and awtomilry prooessas and businvag prooodures of DGN'rON, xlx1 'fills agroclnonl may be torn,inntod at any tlrno, by oltlor party glvliig sixty (60) day advanco written notioo to the othal t nety, in tiro event of such tarmiltation by Other party, AGENCY 001 be compensated pro Pata for' all semvlcos poeformod to torlnlnation We, togethor with rointbul:vablo oxponse9 than due and as autilorkod'by this agroouleiN, In the event of such termination, should AMMOY be overcompensated Oil a tiro rata all sorvloos 7orfovm od to tornitnotion data, and/or be ~J ~nsls for a i overaonil onsated for reimbursable axpans s us outhorir,ed by this agroornant, than HNTON shall bo rolmbursed pro rata far all such everopniponsatlon, Acooptanao of said rnlnibursonla it shall no Constitute a walvar of any elahn that may, othorwiso arise out of tlii9 Agreement, ? X XI Tills Agrotuno A roppasonls 1.110 OWN itnd hilogrutad ngroemoltt botwooil AUNCY and Donlon and suporsedos all prior nogotiationN, repro.4onlattons and/or ngre001011ts, ofthor written or oral, 11'111.4 agroonlent may be aelCndod only by w ittoti Instrument signed by both ACIIINCY and Denton, 1 IN7'ERIDCAL COOPH 1.A` 110H ACIRRHMEN'C, PAGE 5 OF 7 ,I XXI, The validity of this agreement and of ally of Its terilis or proviSloas, us well as the rights and duties of tbo parties berate, shnil be govorned by the Insrs of the State of 'T'exas. Further, this ngrecntenl'sholl be performable and all eomponsaliol payable In Denton County, 'T'exas, „J YXII, IJ In the event that tiny portion of this agreement shall be, found to be contrary to luw it Is tno Intent of the, parties hereto that the remaining, portlon5 8111111 remain valid and in full fovea alyd affect to tile extont possible, XXIII, The undersigned officer aild/or iigont4 of ilia partles hereto, are the properly authorized offlelals and have the necessary authority to exeouto this agroernent on behalf of the parties hereto, and eaoh party hareby certifies to the olhor that any nocessary rosolullotis extending snid autlorlly Inavo bcon d0ly passed and are Itow in full force and effect, Uccutod lit dupNaaln originals (it Denton, Denton County, TeXaS an the day and your first written above, 11AN'fON" "ACl1?NCY" DENTON COUN'T'Y, TEXAS AClLNCY City of Denton 401 West hickory ; 215 heat CIS' M1a Denton, 'T'exas 70201 Danesa; axae I I' Uyl Dyr I ! I N ttAU ,1; UUY t10 ,[?Narnol RICK I} UtiNTON M TY JUDCIf? !'ItIo: ACT1NG CITY MANACi?tt Acting on bohnif of, ntil Acting on behalf of, and by tho nutliorily of the cA , ~r~~' Ailia UTA Authority of the comm194lonorS court Dohton County, Tex Y A`i'fl?t3'ft A'fTESTi 8Yf v a J ljyi M i J II I. anal DIM TON COUNTY C1AA1K 'l'ibel CITY 89001.111ARY INT RLOCAL COOPERATION AORBSMl3N1', PAOR 8 OF 7 3 STATE' bf TEXAS I I COUNTY '1 TOF I7LN''ON f36fORf; MI+., tho undersigned uutllorhy, on ih3s clay potsoEnntty appeared the + Honorable Muddy Cole, Deafen County Judgo, known to me to be file person whose name is subsorlbod to file foregoing Instrument and nckowledged to mo that lie executed the foregoing Intorioenl Cooporallon Agreement for tho purposes and consideration thoroln exprosead,in till' capacity slated, and as the not and deed of said County, 0 IVf,N tIndor my IlEStttl and seal. of office this the clay of Oefobor, 1985, I 1 JOE ANN ANDNt V5 4j1jSURt ~ e of 'l exJns. MYCnmmissionExpires ApW2A 089 Nly Conlinission oxpiras;_ olcry s 1 ~)vnte< Nalino SI?A1, '1'111{ STATE 01+ TEXAS i MONTY OF DENTON )t 1111 010, MEd, the undersigned authority, on this clay personally appeared , 13ro9ldont of'AO1tNCY, known' to ma to be tho' person whoso name lo subsoribod to the foregoing Instrumont and acknowledged to ml' that he oxeouted the forogbing Intorlocal Cooporntion Agreement for life purposes and consideration thoroin oxpr(ssod, and In the oapaoily' stated, and as tho not and deed of said AUNCY, •i~itllc~ f ~jt~~n OWEN underlay hand and seal of office fills thoep/_ day of oCobor; t 98, No y hu, c In an or MY 6" lho state of Tom& My COm1i11581e11 axpires `1-4 ,67 Z otnry `[irlnle ame i i i INTEREACAG COOPERATION AGREEMENT, PAGE 7 OF 7 12'ilr, FUNDING AGREEAENT THE STATE, OF TEXAS ra COUNTY UP DEN TON ALL MEN 13Y IiliESG PRESENTS: ''UN g Thiat Agreement is hQt('hy entered into by and between the City of Den Lon, Texas, a t:'lme Rule Municipal Corporation; (horelnafter reforrod to as city)r and the Retired Senior Volunt•uer'Program (11SVii)I (hereinafter referred to as Agency)r WHERtiASr t h u City's Humon liet3ources Committee (11RC.) has reviowed the oervicea of tho Agency and has deLerminod that the I Agency performs an important human service for the residents of DOI1ton without; regard to race, color, religion, ago or national + origin, alid there Coro J1HC recomma ds funding the Agenoyr and WHLRIAr', the City has determined that tho Agency merite E assistance and has provided for Six Thousand Six llundrr~d and No/100 Dollars($G,G(1U,00) in its budgoLj r NOW, ThEREFOR1;, tho partied hereto mutually ayroe as follownt I~ t i F r3COPlV' OF SERVICES The Agency 'shall in a sAtisiacLory and proper manner portcrm 1 the following taskai A. The Ayency's purpose le to offer opportunities for retired Purgone siXLy (60) years of age or older to (10 volunteer bervice in the community, 0, To remove obstacles that would keep voluntoers from serving (transportation, reimbursement, meals, insuronce F C, To develop aLalionn,'non-profit, public and privtRej in which volunLoer.a can serve: and with a(,atione i ruprosenLative to design job descriptions for serviceu needed. f U. To recognize Volunteers for their valuable s=ervice, To recognize_ supportive staff in cooperating agencies. L'. To recruit, plane and train Vo.lunLeers ILA ; TIME PURFORMANCl1 The ecrvio to funded by the City shall be undertaken by the t FUNDING AURLLMLNT-HL'11IRED 13LNIOR VOLUN'T'EER PROGRAM (119VO-PAGLI ONE ~.~.yyl.'riYJa 4us. f ~ Ago,icy within the following time framer' octooer 1, 1905 through Sept-r_,Abur 30,` 19b6s 111. USE or FUNDS City funds made aVailable under this Agreement shall be utilized by the Agency for the tolloWiny purposo~': A. Upon re~yurat, to ruimbutoo volunLeers L'or mileage from home to place of surviae and back, n, For aocldent a1)u liability insurance i'cr activ+ vu IunteetsI plus uxcess automobile insurance for, those volunteers who drive their cars, C. For rocognition purpoaou, IV,' ML'i'IIUD Ur PAYML` T the city agrees to make payment to the Agency upon sub!A8 sign of approved requisitions in one (1) ulfoLmunt, It 14 expressly understood and agreed that ill, no oYunt under the terms of this contract will the total compor,sation to be paid hereunder exceod the maximum sum of six Thousand six 11Undr'od and N01100 I)ollare ($61600.03) for all of the services i rendorea. V. j i EVALUATION ' 11 i The Agency agroos to participate in an imptementaticn and { maintenance syaLom whereby the services can be continuously , monitored, The Agency agreos to make available its L'iranhia.i i records for review by the City at tho City's discretion, in { t addition, the Agency agteas to pruvido the City the following r , t data and/or repoftsi x A. All external or internal audit„ [ E; 0. All external or internal evaluation reports, C, QuarLerly performance reports bubmittod in January, April, July and 00pten1bur. to i.rrclude` the following drtteriat 1, Number Uf active noniot votutitepts, 2. Number of Voluntreer hours served, 3. Number of et•"atione in which volunteers servo, PUNDIN(I A(1111S1MllN'1'-iET1110 SENIOR VOI,UN'1'L•B11 PIM(MAN (11l3V -IMAGE TWO r ' f i.l pry U. Quarterly Llnancial statements aubmitLed in January, April, Uuly, and Septombor t:d include expensed arid in;onta - VT, SUO, pLN8I0N ()It TERMINATION ,The city may suspend or Germinate thi:c AyrQemcnL and L)ayments to the Agency, in whops of heart, for cause. Cause shali include but: noL I)Q .lihtited to the following: A. Moncv's improper, nttsure, or inapt use of itindo B. AgenoyIu failure: to comply with the Lorim and Conditions of this agreamallt. C. Aucjncy's submiesiron of data and/or reports that are incorrect or incompleto in any material respect, or U. If'ior any reason the carrying out of this agreement is rendered impuseible or i°tfeasiblo, In case of suapentiiont the City shall advise the Agency, in wr.itinyr as to conditions prooedenL to the resumption o funding i and specify a reasonarsle datA for compliance. In case of termination, the Agency will romit to the 'City ( any uneXpended City funds, Acceptance of there funds shall not oonatiLute a waivor of any Claim the. City may otherwise- have arising uut of l.hiu Agreement, l IN WI'1'NUS WHENLOYj Lne partiou do hereby affix their eigna- turoa and enter into this Funding Agreement no of the .lsP day i of 11E15, C1`1' O@ ULN'1'UN, '11EXA9 R TIR1;U SENIOR VULUN'PLCR PROGRAM E c ~ MA G _ ~.r D' IAE,C 1t ! L I'1 ATP 1,8'I : A'r'i' C 8'P t C 1'X bN 14 R t3'CR,TAIty i APPROVED AS 1110 LLUAL FORMI DMA A, URAYOVI'1'CH, CITY ATTORNEY CITY OV UEN'1'ON, TEXAS . 1 E Iiy I1 FUNDING AORNUMLN'i'-RI;''IRF;U SLNIUR VOLUNTRL'R PROGRAM {RSVP)-1308 111111L'L is