Loading...
HomeMy WebLinkAbout2001-079ORDINANCE NO OO - %9 AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH MONTGOMERY WATSON AMERICAS, INC FOR ENGINEERING SERVICES PERTAINING TO THE CONFIGURATION AND INSTALLATION OF SOFTWARE APPLICATIONS FOR THE CITY OF DENTON LAKE RAY ROBERTS WATER TREATMENT PLANT, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council deems it in the public interest to engage Montgomery Watson Americas, Inc, a California Corporation ("MWA"), with offices in Fort Worth, Texas, to provide professional engineering services to the City pertaining to the configuration and installation of software applications for the City of Denton Lake Ray Roberts Water Treatment Plant, and WHEREAS, the City staff has reported to the City Council that there is a substantial need for the above -described professional engineering services, and that limited City staff cannot adequately perform the services and tasks with its own personnel, and WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional Services Procurement Act", generally provides that a City may not select a provider of professional services on the basis of competitive bids, but must select the provider on the basis of the provider's demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price, and WHEREAS, the City's procurement of professional engineering services and related supporting supplies and materials provided by MWA in connection with the above referred to professional services, are additionally exempt from the requirements of the State competitive bidding law and pursuant to the City of Denton Code of Ordinances as a "high technology procurement" as permitted by Section 252 021(c) of the Texas Local Government Code, and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the professional engineering services, as set forth in the Professional Services Agreement, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1 That the recitations contained in the foregoing Preamble to this ordinance are true and correct and the same are incorporated by reference herewith SECTION 2 That the City Manager is hereby authorized to execute a Professional Services Agreement with Montgomery Watson Americas, Inc for professional engineering services pertaining to the configuration and installation of software applications for the City of Denton Lake Ray Roberts Water Treatment Plant, in substantially the form of the Professional Services Agreement attached hereto and incorporated herewith by reference SECTION 3 That the award of this Agreement by the City is on the basis of the demonstrated competence, knowledge, and qualifications of MWA and the ability of MWA to perform the services needed by the City for a fair and reasonable price SECTION 4 That the expenditure of funds as provided in the attached Professional Services Agreement is hereby authorized SECTION 5 That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the � day of G( 12001 Z te.Ac�— EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY By lYL' & A (a 0 S \Our Documents\Ordinances\01\Montgomery Watson Amencas Inc PSA Lake Ray Roberts doc STATE OF TEXAS § COUNTY OF DENTON § PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES PERTAINING TO THE CONFIGURATION AND INSTALLATION OF SOFTWARE APPLICATIONS FOR THE CITY OF DENTON LAKE RAY ROBERTS WATER TREATMENT PLANT THIS AGREEMENT is made and entered into as of the sal day of 2001, by and between the City of Denton, Texas, a Texas Municipal Corporation, witE its principal offices at 215 East McKinney Street, Denton, Texas 76201 (hereafter "OWNER") and Montgomery Watson Americas, Inc, a California Corporation, with its offices at 7557 Rambler Road, Dallas, Texas 75231 (hereafter "CONSULTANT"), the parties acting herein, by and through their duly -authorized representatives and officers WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually AGREE as follows ARTICLE. T EMPLOYMENT OF CONSULTANT The OWNER hereby contracts with CONSULTANT, as an independent contractor, and the CONSULTANT hereby agrees to perform the services herein in connection with the Project as stated in the Articles to follow, with diligence and in accordance with the professional standards customarily obtained for such services in the State of Texas The professional services set forth herein are in connection with the following described project (the "Project") Professional engineering services pertaining to the design, software development, and the performance of related construction phase services, for the SCADA software development project for the Lake Ray Roberts Water Treatment Plant ARTICLE TT SCOPE OF SERVICES The CONSULTANT shall perform the following Basic Services in a professional manner A To perform those professional services as set forth in the "Scope of Services" for Lake Ray Roberts Water Production Plant, dated February 2001, and prepared by CONSULTANT for OWNER, which document is attached hereto as Attachment "A," and is incorporated herein by reference B If there is any conflict, or if any conflict arises between the terms of this Agreement and Attachment "A" attached to this Agreement, the terms and conditions of this Agreement shall control over the terms and conditions of the Attachment A\MomgomcryW0.1nLakaR,Rob.sPSAEoo Page 1 of 11 ARTICLE TIT ADDITIONAL SERVICES Any additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included as Basic Services in the above-descnbed Scope of Services, set forth as provided by Article II above, shall be later agreed -upon by OWNER and CONSULTANT, who shall determine, in writing, the scope of such additional services, the amount of compensation for such additional services, and other essential terms pertaining to the provision of such additional services by the CONSULTANT ARTICLE IV PERIOD OF SERVICE This Agreement shall become effective upon execution by the OWNER and the CONSULTANT and upon the issuance of a notice to proceed by the OWNER, and shall remain in force and effect for the period that may reasonably be required for the completion of the Project, including Additional Services, if any, and any required extensions approved by the OWNER This Agreement may be sooner terminated in accordance with the provisions hereof Time is of the essence in this Agreement CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule reasonably established by the OWNER, acting through its Assistant City Manager for Utilities, or his designee ARTICLE V COMPENSATION A COMPENSATION TERMS "Expense" is defined as those expenses, if any, incurred by CONSULTANT in the employment of others in outside firms, for services in the area of professional engineering, or related services Any subcontractor or subconsultant billing reasonably incurred by the CONSULTANT in connection with the Project shall be invoiced to OWNER at the actual cost plus ten percent 2 "Direct Non -Labor Expense" is defined as that expense, based upon actual cost, for any out-of-pocket expense reasonably incurred by the CONSULTANT in the performance of this Agreement for long distance telephone charges, telecopy charges, messenger services, printing and reproduction expenses, out-of-pocket expenses for purchased computer time, prudently incurred travel expenses related to the work on the Project, and similar incidental expenses incurred in connection with the Project B BILLING AND PAYMENT For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay CONSULTANT, based upon the satisfactory completion of the Basic Services tasks set forth in the Scope of Services as shown in Article II above, as follows 1 CONSULTANT shall perform its work on this Project in accordance with the provisions of those tasks that are described as set forth in Attachment A - "Scope of Services" A\Montgomery Walwn U4o R,RaEetle PSA tlop Page 2 of 11 attached hereto and incorporated herewith by reference CONSULTANT shall perform the said professional services substantially in accordance with the provisions herein CONSULTANT shall be paid for services rendered pursuant to the Agreement on the basis set forth in the "Schedule of Fees" contained in Attachment B, billed monthly CONSULTANT shall bill based on percent complete for each task OWNER agrees to pay to CONSULTANT for its professional services performed, for its Subcontractor Expense, Equipment Expenses, and for its Direct Non -Labor, out -of pocket expenses incurred in the Project, a total lump -sum amount of fees and expenses of Four Hundred Forty-two Thousand Forty-six dollars ($442,046 00) 2 Partial payments to the CONSULTANT will be made monthly in accordance with the statements reflecting the actual completion of the Basic Services, rendered to and approved by the OWNER through its Assistant City Manager for Utilities, or his designee However, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered The OWNER may withhold the final ten (10%) percent, or any other lesser sum that shall adequately protect OWNER, of the above not -to -exceed amount until satisfactory completion of the Project by the CONSULTANT 3 Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory as reasonably determined by the Assistant City Manager for Utilities or his designee, or which is not submitted by CONSULTANT to the OWNER in compliance with the terms of this Agreement The OWNER shall not be required to make any payments to the CONSULTANT at any time when the CONSULTANT is in default under this Agreement 4 It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense or reimbursement above the not -to -exceed amount as stated heremabove, without first having obtained the prior written authorization from the OWNER CONSULTANT shall not proceed to perform any services to be later provided for under Article III "Additional Services," without first obtaining prior written authorization from the OWNER C ADDITIONAL SERVICES For additional services authorized in writing by the OWNER in Article III heremabove, CONSULTANT shall be paid based on a to -be -agreed -upon Schedule of Charges Payments for additional services shall be due and payable upon submission by the CONSULTANT, and shall be in accordance with Article V B heremabove Statements for Basic Services and any additional services shall be submitted to OWNER no more frequently than once monthly D PAYMENT If the OWNER fails to make payments due the CONSULTANT for services and expenses within sixty (60) days after receipt of the CONSULTANT'S undisputed statement thereof, the amounts due the CONSULTANT will be increased by the rate of one percent (1%) per month from and after the said sixtieth (60th) day, and in addition, thereafter, the CONSULTANT may, after giving ten (10) days written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full for all amounts then due and owing, and not disputed by OWNER, for services, expenses and charges Provided, however, nothing herein shall require the OWNER to pay the late charge of one percent (1%) per month as set forth herein, if the OWNER reasonably A Wonlyomery Wuleon LaW RAY Robes P$AC Page 3 of I I determines that the CONSULTANT's work is unsatisfactory, in accordance with Article V B of this Agreement, and OWNER has notified CONSULTANT of that fact in writing ARTICLE VT OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the OWNER or Contractor at the Lake Ray Roberts Water Production Plant site ARTTCI R VIT RESPONSIBILTIES OF OWNER The completion of this project contemplates several requirements to be completed by the OWNER These requirements are critical to the completion of the project and in meeting the project schedule The following items are the responsibility of the OWNER 1 For completion of this project the OWNER'S contractor that is constructing the Lake Ray Roberts Water Treatment Plant shall be instructed by the OWNER or his designee to coordinate with the CONSULTANT during the construction phase to schedule on - site inspection and instrumentation venfication 2 For construction coordination and on -site visit requirements, the OWNER or his designee must notify the CONSULTANT at least two weeks in advance 3 Any delay in schedule by the OWNER (or his contractor) that effects the overall completion date will result in an extension of the Agreement, as well as compensation to the CONSULTANT for any additional expenses reasonably incurred in labor, direct expenses, or indirect expenses These costs shall be negotiated and added to the Agreement as Additional Services Delays include, and are not limited to incomplete information during the development of software, or failure to finish construction in the scheduled time, or lack of access to plant site ARTTCI R. VTTT OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to this Agreement are instruments of service and shall become the property of the OWNER upon the termination of this Agreement The CONSULTANT is entitled to retain copies of all such documents The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this project and OWNER's use of these documents in other projects shall be at OWNER's sole risk and expense In the event the OWNER uses the Agreement in another project or for other purposes than specified herein any of the information or materials developed pursuant to this Agreement, CONSULTANT is released from any and all liability relating to their use in that project A WonlSoinery Welwn Lath e y B blN PSA tlnn Page 4 of 11 ARTTCLE. TX INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER CONSULTANT shall not have or claim any right ansmg from employee status ARTTCT.E. X INDEMNITY AGREEMENT The CONSULTANT shall indemnify and save and hold harmless the OWNER and its officials, officers, agents, attorneys and employees from and against any and all liability, claims, demands, damages, losses and expenses, including but not limited to court costs and reasonable attorney fees incurred by the OWNER, and including without limitation damages for bodily and personal injury, death, or property damage, to the extent caused by the negligent acts or omissions of the CONSULTANT or its officers, shareholders, agents, subcontractors, subconsultants, attorneys, and/or employees in the execution, operation, or performance of this Agreement Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement and nothing herein shall waive any of the party's defenses, both at law or equity, to any claim, cause of action or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved During the performance of the Services under this Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Board or any successor agency, that has a rating with A M Best Rate Carvers of at least an "A-" or above A Commercial General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $1,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate B Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident and with property damage limits for not less than $100,000 for each accident C Worker's Compensation Insurance in accordance with statutory requirements and Employer's Liability Insurance with limits of not less than $100,000 for each accident D Professional Liability Insurance with limits of not less than $500,000 annual aggregate E CONSULTANT shall furnish insurance certificates or insurance policies to the OWNER to evidence such insurance coverage The Commercial General Liability and the Automobile Liability insurance policies shall name the OWNER as an additional insured on all such policies to the extent that is legally possible, and shall contain a provision that such insurance A%Montgomery Wa¢ n Ldo Rey Robcm PSA Goc Page 5 of 11 shall not be cancelled or modified without at least thirty (30) days prior written notice to OWNER and CONSULTANT In such event, the CONSULTANT shall, prior to the effective date of the change or cancellation of coverage, deliver copies of any such substitute policies, furnishing at least the same policy limits and coverage to OWNER ARTICLE XTT ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to arbitration or other means of alternate dispute resolution such as mediation No arbitration or alternate dispute resolution arising out of or relating to, this Agreement involving one party's disagreement may include the other party to the disagreement without the other's approval TERMINATION OF AGREEMENT A Notwithstanding any other provision of this Agreement, either party may terminate this Agreement by providing thirty (30) days advance written notice to the other party B This Agreement may alternatively be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement No such termination will be effected unless the other party is given (1) written notice (delivered by certified marl, return receipt requested) of intent to terminate and setting forth the reasons specifying the nonperformance or other reason(s), and not less than thirty (30) calendar days to cure the failure, and (2) an opportunity for consultation with the terminating party prior to termination C If this Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services upon receipt of the written notice of termination from OWNER, and shall render a final bill for services to the OWNER within twenty (20) days after the date of termination The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed, and for reimbursable expenses prior to notice of termination being received by CONSULTANT, in accordance with Article V of this Agreement Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information to the OWNER and to the new consultant If applicable, OWNER shall allow CONSULTANT a reasonable time to transition and to turn over the Project to a new consultant CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its files AR TTCT E XN RESPONSIBILITY FOR CLAIMS AND LIABILITIES A Approval of the work by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its officers, employees, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work performed pursuant to this Agreement, nor shall such approval by the OWNER be deemed as an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the A\MonlgomeryWa,..L.hR,Hb..FSAtl Page 6 of 11 CONSULTANT, its principals, officers, employees, agents, subcontractors, and subconsultants B CONSULTANT, as part of the Services, may farmsh, recommend, or identify to OWNER certain third party software As CONSULTANT is not the author, manufacturer, or developer of such software, CONSULTANT does not give any warranty, express or implied of third party software, and shall not be liable for any defects in such software, but will pass the manufacturer's warranty to the OWNER C CONSULTANT warrants that as to Software developed under this Agreement that (1) the Software will perform substantially in accordance with written materials provided with the Software for a period of 90 days from the date from the date that it is received by OWNER and (n) the media on which the Software is distributed shall be free from defects in materials and workmanship for a period of 90 days from the date that it is received by the OWNER CONSULTANT'S entire liability and CONSULTANT'S exclusive remedy under this limited warranty will be, at CONSULTANT'S option, either (1) the return of the price paid for the Software or (n) repair or replacement of the Software or the media that is returned by CONSULTANT This limited warranty is void if the failure of the Software or media is due to accident, abuse, misapplication or unauthorized modification Any replacement Software or media will be warranted for the remainder of the original warranty period or 30 days, whichever is longer D TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS CONSULTANT DOES NOT WARRANT THAT THE SOFTWARE WILL MEET CLIENT'S REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR -FREE, THAT THE SOFTWARE WILL OPERATE IN COMBINATION WITH ANY OTHER SOFTWARE THAT CLIENT SELECTS FOR ITS USE, OR THAT DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED CONSULTANT FURTHER DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF USE OF THE SOFTWARE OR ACCOMPANYING WRITTEN MATERIALS WITH RESPECT TO THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CONSULTANT SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS LIMITED WARRANTY SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO THE OWNER UNDER SUCH CIRCUMSTANCES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered to, or telecopied to, or mailed to the respective parties by depositing same in the United States mail at the addresses shown below, postage prepaid, certified mail, return receipt requested, unless otherwise specified herein A Wompomcry WAWA Luke Ray Robod. PSA tl Page 7 of 11 To CONSULTANT Montgomery Watson Americas, Inc Wayne Hunter, Business Unit Manager 7557 Rambler Road, Suite 1050 Dallas, Texas 75231 Fax (214)360-9929 To OWNER City of Denton, Texas Michael W Jez, City Manager 215 East McKinney Denton, Texas 76201 Fax (940) 349-8596 All notices given under this Agreement shall be effective upon their actual receipt by the party to whom such notice is given ARTICLE XVT ENTIRE AGREEMENT This Agreement consisting of eleven (11) pages and two (2) Attachments constitute the complete and final expression of the Agreement of the parties and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, understandings, and agreements which may have been made in connection with the subject matter of this Agreement ARTTCLE XVTT SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement, and shall not cause the remainder to be invalid or unenforceable In such event, the parties shall reform this Agreement, to the extent reasonably possible, to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the original intentions of the parties respecting any such stricken provision ARTICLE XVTTT COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, local laws, rules, regulations, and ordinances applicable to the work performed by CONSULTANT hereunder, as they may now read or as they may hereafter be amended ARTTCT.F XTX DISCRIMINATION PROHIBITED In performing the services required hereunder the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap PERSONNEL A CONSULTANT represents that it has or will secure at its own expense all personnel required A W0111amuy WaIMI Uka Rey RobMa PSA din Page 8 of 11 to perform all the services required under this Agreement Such personnel shall not be employees or officers of, nor have any contractual relations with the OWNER CONSULTANT shall immediately inform the OWNER in writing of any conflict of interest or potential conflict of interest that CONSULTANT may discover, or which may anse during the term of this Agreement B All services required hereunder will be performed by CONSULTANT or under its direct supervision All personnel engaged in performing the work provided for in this Agreement, shall be qualified, and shall be authorized and permitted under state and local laws to perform such services ARTICLE XXT ASSIGNABILITY The CONSULTANT shall not assign any interest in this Agreement and shall not transfer any interest in this Agreement (whether by assignment, novation or otherwise) without the prior written consent of the OWNER CONSULTANT shall promptly notify OWNER in writing of any change of its name as well as of any significant change in its corporate structure or in its operations ARTICLE XXTT MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith No evidence of any waiver or modification shall be offered or received in evidence in any proceeding ansmg between the parties hereto ansmg out of, or affecting this Agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing, duly executed The parties further agree that the provisions of this Article will not be waived unless as herein set forth ARTTCLE XXTTT MISCELLANEOUS A The following Attachments are attached to, incorporated herewith by reference, and are made a part of this Agreement for all purposes pertinent Attachment "A" — "Scope of Services" Attachment `B" — "Schedule of Fees" B CONSULTANT agrees that OWNER shall, until the expiration of four (4) years after the final payment made by OWNER under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of the CONSULTANT involving transactions relating to this Agreement CONSULTANT agrees that OWNER shall have access during normal working hours to all necessary CONSULTANT facilities and shall be provided adequate and appropriate working space in order to conduct examinations or audits in compliance with this Article OWNER shall give CONSULTANT reasonable advance notice of all intended examinations or audits C Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton A \Monip niery Wagon lake Wy R bem PSA E Page 9 of 11 County, Texas This Agreement shall be governed by and construed in accordance with the laws of the State of Texas D For purposes of this Agreement, the parties agree that the Project Manager shall be Darryl Corbin, Principal, and the key person who will perform and direct most of the work for the Project Team will be led by Pete Landgraf, Project Engineer This Agreement has been entered into with the understanding, expectation, and the OWNER's reliance, that the above - stated employees of CONSULTANT shall perform all or a significant portion of the work on the Project Any proposed changes regarding the change of the Project Manager or other key personnel, requested by CONSULTANT, respecting one or more of the above -stated employees, shall be subject to the approval of the OWNER, which approval the OWNER shall not unreasonably withhold Nothing herein shall limit CONSULTANT from using other qualified and competent members of its firm to perform the other incidental services required herein, under its supervision or control E CONSULTANT shall commence, carry on, and complete its work on the Project with all applicable dispatch, and in a sound, economical, efficient manner, and in accordance with the provisions hereof In accomplishing the Project, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with any related work being carried on by the OWNER F The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project and arranging for the access to, and make all provisions for the CONSULTANT to enter in or upon, public and private property as required for the CONSULTANT to perform professional services under this Agreement OWNER and CONSULTANT agree that CONSULTANT is entitled to rely upon information furnished to it by OWNER without the need for further inquiry or investigation into such information G The captions of this Agreement are for informational purposes only and shall not in any way affect the substantive terms or conditions of this Agreement A\MOIIWMry W000n Oka Rq Mbk PSAtl Page 10 of 11 IN WITNESS WHEREOF, the OWNER, the City of Denton, Texas has executed this Agreement in six (6) original counterparts, by and through its duly-authonzed City Manager, and CONSULTANT has executed this Agreement by and through its duly-authonzed undersigned officer on this the �O �h day of 2001 "OWNER" CITY OF DENTON, TEXAS A Texas Municipal Corporation MirEZ ♦�anager ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY By "CONSULTANT" MONTGOMERY WATSON AMERICAS, INC A California Corporation By —Ar I• A—, ATTEST A WomyonoM WoY i Lah Ray Robene PSA Goo Page 11 of 1I