HomeMy WebLinkAbout2000-352NOTE First Amendment - Ordinance No. 2001-379
NOTE. Second Amendment - Ordinance No 2001-380
ORDINANCE NO p+!/ -35,9J
AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY
MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH CAMP
DRESSER & MCKEE, INC FOR ENGINEERING SERVICES PERTAINING TO THE
FINAL DESIGN OF, THE PREPARATION OF ENGINEERING PLANS, SPECIFICATIONS,
AND RELATED BID DOCUMENTS FOR, TOGETHER WITH OTHER PROFESSIONAL
ENGINEERING SERVICES INCIDENT TO THE CONSTRUCTION AND EXPANSION OF
THE PECAN CREEK WATER RECLAMATION PLANT, AUTHORIZING THE
EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE
WHEREAS, the City Council deems it in the public interest to engage the firm of Camp
Dresser & McKee, Inc, a Corporation, of Dallas, Texas ("CD&M"), to provide professional
engineering services to the City pertaining to the final design of, the preparation of engineering
plans, specifications, and related bid documents for, together with other professional engineering
services incident to the construction and expansion of the Pecan Creek Water Reclamation Plant,
to a facility having an increased treatment capacity to 21 million gallons per day, and
WHEREAS, the City staff has reported to the City Council that there is a substantial need
for the above -described professional 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
demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price,
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 services, as set forth in the Professional
Services Agreement, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION 1 That the City Manager is hereby authorized to execute a Professional
Services Agreement with Camp Dresser & McKee, Inc, a Corporation, of Dallas, Texas, for
professional engineering services pertaining to the final design of, the preparation of engineering
plans, specifications, and related bid documents for, together with other professional engineering
services incident to the construction and expansion of the Pecan Creek Water Reclamation Plant,
in substantially the form of the Professional Services Agreement attached hereto and
incorporated herewith by reference
S CTION 2 That the award of this Agreement by the City is on the basis of the
demonstrated competence, knowledge, and qualifications of CD&M and the ability of CD&M to
perform the professional services needed by the City for a fair and reasonable price
SECTION 3 That the expenditure of funds as provided in the attached Professional
Services Agreement is hereby authorized
SECTION 4 That this ordinance shall become effective immediately upon its passage
and approval ,�' ' /
PASSED AND APPROVED this the day of J4&7ez 6�t/ , 2000
2cd A�n-�
EULINBROCK, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
By
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
By A" j�;U
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STATE OF TEXAS
COUNTY OF DENTON
PROFESSIONAL SERVICES AGREEMENT
FOR ENGINEERING SERVICES PERTAINING TO THE FINAL DESIGN OF, THE
PREPARATION OF ENGINEERING PLANS, SPECIFICATIONS, AND RELATED BID
DOCUMENTS FOR, TOGETHER WITH OTHER PROFESSIONAL ENGINEERING
SERVICES INCIDENT TO THE CONSTRUCTION AND EXPANSION OF THE PECAN
CREEK WATER RECLAMATION PLANT
HIS AG E NT is made and entered into as of the &7 day of
2000, by and between the City of Denton, Texas, a Texas
Mun14al Corporation, with its principal offices at 215 East McKinney Street, Denton, Texas
76201 (hereafter "OWNER") and Camp Dresser & McKee Inc, a Corporation, with its offices at
One Glen Lakes, 8140 Walnut Hill Lane, Suite 1000, Dallas, Texas 75231 (hereafter
"CONSULTANT'), the parties acting herein by and through their duly-authonzed representatives
and officers
WITNESSETH, that in consideration of the covenants and agreements herein contained, the
parties hereto do mutually AGREE as follows
ARTTCTE 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")
The Project consists of detailed final design, engineering plans and specifications, preparation of
contract and bid documents, and general engineering services during construction for the expansion
of the Pecan Creek Water Reclamation Plant to 21 million gallons per day treatment capacity
meeting Texas Natural Resources Conservation Commission requirements The CONSULTANT
agrees to exercise the same degree of care, skill and diligence in the performance of these services
as is ordinarily provided by a professional consultant under similar circumstances and the
CONSULTANT shall, at no cost to OWNER, "re -perform" services which fail to satisfy the
foregoing standard of performance
ARTICLE IT
SCOPE OF SERVICES
The CONSULTANT shall perform the following Basic Services in a professional manner
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A To perform those professional services as set forth in the "Description of Improvements,
Pecan Creek Water Reclamation Plant, City of Denton, Texas" and " Scope of Service for
Design and Construction, Pecan Creek Water Reclamation Plant Improvements, City of
Denton, Texas" prepared by CONSULTANT for OWNER, which eighteen (18) pages of
documents are attached hereto as Attachment "A," and are incorporated herein by reference
B If there is any conflict between the terms of this Agreement and the Attachments attached to
this Agreement, the terms and conditions of this Agreement shall control over the terms and
conditions of the Attachments
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Any additional services to be performed by the CONSULTANT, if authorized by the
OWNER, which are not included as Basic Services in the above -described Scope of Services, set
forth as provided by Article H 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 terns 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 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 herem as expeditiously as possible and to meet the schedule reasonably
established by the OWNER, acting through its Assistant City Manager of Utilities, or his designee
ARTICLE V
COMPENSATION
A COMPENSATION TERMS
1 "Subcontract 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 subcontract or subconsultant
billing reasonably incurred by the CONSULTANT in connection with the Project shall
be invoiced to OWNER at the actual cost
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,
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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 and the tasks more particularly set forth in Attachment "A" attached hereto and
incorporated herewith by reference CONSULTANT shall be paid for services rendered
pursuant to the Agreement on the basis set forth in the "Cost Schedule" set forth in
Attachment "B" and Attachment "C", attached hereto and incorporated by reference
herewith CONSULTANT shall bill from time sheets, in mimmum 1/4 hour or smaller time
increments, at the hourly rates provided for in the "Cost Schedule " OWNER agrees to pay
to CONSULTANT for its professional services performed and expenses incurred for Tasks
BS 1, BS 2, BS 3, BS 4, and BS 5 included in Attachment `B" an amount not to exceed
$1,648,718, and for Tasks SS 1, SS 3, SS 5, and SS 6 included in Attachment "C", an amount
not to exceed $327,991
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 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
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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 tlus 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
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 CONSULTANT
or any of its subcontractors or subconsultants
ARTICT.F. VTT
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 tlus project and OWNER's
use of these documents in other projects shall beat 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
ARTICLE VTTT
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 TX
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, claim,
demands, damages, losses and expenses, including but not limited to court costs and reasonable
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attorney fees incurred by the OWNER, and including without limitation damages for bodily and
personal injury, death, or property damage, resulting from the negligent acts or omissions of the
CONSULTANT or its officers, shareholders, agents, attorneys and 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 parry'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
IBM
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
Carriers of at least an "A-" or above
A Comprehensive General Liability Insurance with bodily injury limits of not less than
$500,000 for each occurrence and not less than $500,000 in the aggregate, and with property
damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the
aggregate
B Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each
person and not less than $500,000 for each accident and with property damage limits 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 $2,000,000 annual aggregate
E CONSULTANT shall fiunish insurance certificates or insurance policies at the OWNER's
request to evidence such coverages The insurance policies shall name the OWNER as an
additional insured on all such policies to the extent that is legally possible, and shall contain a
provision that such insurance shall not be cancelled or modified without thirty (30) days prior
written notice to OWNER and CONSULTANT In such event, the CONSULTANT shall,
prior to the effective date of the change or cancellation of coverage, deliver copies of any
such substitute policies, furnishing at least the same policy limits and coverage, to OWNER
ARTTC LE. XT
ARBITRATION AND ALTERNATE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this Agreement by subnu tmg the dispute
to arbitration or other means of alternate dispute resolution such as mediation No arbitration or
alternate dispute resolution ansing 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
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ARTTCLF. XTT
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 Tlus 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 mail,
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 the 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 tlus Agreement to the OWNER on or before the date of
termination, but may maintain copies of such documents for its files
ARTICLE XTTT
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
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
CONSULTANT, its principals, officers, employees, agents, subcontractors, and sub -consultants
ARTICLE XTV
NOTICES
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 marl at the addresses shown below, postage prepaid, certified mail, return receipt
requested, unless otherwise specified herein
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To CONSULTANT
Camp Dresser & McKee Inc
Attn Randy R Rogers, Vice President
8140 Wahiut Hill Lane, Suite 1000
Dallas, Texas75231
Fax (214-987-2017)
To OWNER
City of Denton, Texas
Michael W Jez, City Manager
215 East McKinney
Denton, Texas 76201
Fax (940)349-8596
All notices under this Agreement shall be effective upon their actual receipt by the party to
whom such notice is given, or three (3) days after mailing of the notice, whichever event shall first
occur
ARTICLE XV
ENTIRE AGREEMENT
This Agreement consisting of ten (10) pages and three (3) attachments (Attachments "A"
through "C") constitutes 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
ARTICLE. XVI
SEVERABILITY
If any provision of this Agreement is found or deemed by a court of competent lunsdiction to
be invalid or unenforceable, it shall be considered severable from the remainder of tlus Agreement,
and shall not cause the remainder to be invalid or unenforceable In such event, the parties shall
reform tlus 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. XV1T
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
.� 1
It 111 • ''• P •
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
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A CONSULTANT represents that it has or will secure at its own expense all personnel required
to perform all the services required under this Agreement Such personnel shall not be
employees or officers of, 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 XX
ASSIGNABILITY
The CONSULTANT shall not assign any interest in this Agreement and shall not transfer
any interest in this Agreement (whether by assignment, novation or otherwise) without the prior
written consent of the OWNER CONSULTANT shall promptly notify OWNER of any change of
its name as well as of any significant change in its corporate structure or in its operations
ARTTCT E XXT
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 arising between the parties hereto out of or affecting this Agreement, or the rights or
obligations of the parties hereunder, unless such waiver or modification is in writing, duly
executed The parties further agree that the provisions of this Article will not be waived unless as
herein set forth
ARTICLF. XXTT
MISCELLANEOUS
A The following attachment is attached to, incorporated within, and is made a part of this
Agreement for all purposes pertinent
Attachment "A" —Descnption of Improvements and Scope of Work
Attachment "B" — Cost Schedule Basic Services
Attachment "C" — Cost Schedule Special Services
B CONSULTANT agrees that OWNER shall, until the expiration of three (3) 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
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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
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 key persons who will perform most
of the work under this Agreement shall be Al Sun P E , Vice President and Project Manager
and Randy Rogers P E , Vice President This Agreement has been entered into with the
understanding that the above -stated employees of CONSULTANT shall perform all or a
sigmficant portion of the work on the Project Any proposed changes regarding change of
personnel, requested by CONSULTANT, respecting one or more of the two (2) 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 related work being
carved 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 fiuther 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
IN WITNESS WHEREOF, the City of Denton, Texas has executed this Agreement in four
(4) original counterparts, by and through its duly -authorized City Manager, and CONSULTANT
has exec ted this Agree ent by an} throqugh its duly -authorized undersigned officer on this the
day of ( //2/l�Pi4 .12000
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"OWNER"
CITY OF DENTON, TEXAS
By
'Michael W ez, 6FIffanager
ATTEST
JENNIFER WALTERS, CITY SECRETARY
By "/ 1,/17 h )/7 b4
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
fiCK�PI.`iTJ 1FIL\�Fl�lti
CAMP DRESSER & MCKEE, INC
By lo�� 1
ATTEST
19
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Description of Improvements
Pecan Creek Water Reclamation Plant
City of Denton, Texas
Background
The Pecan Creek Water Reclamation Plant (PCWRP) is designed to handle an average daily flow
(ADF) of 15 MGD with discharge limits of 10/15/3 mg/L for BOD5/TSS/NH3-N The current
ADF is about 14 MGD PCWRP is to be expanded to 21 MGD ADF and to be upgraded to meet
more stringent permit limits of 7/12/2 5 mg/L for summer and 7/12/3 mg(L for winter months
The associated maximum monthly, maximum daily and peak hourly flows are 25, 35 and 46
MGD, respectively
Proposed Improvements
A design memorandum, which consists of 10 technical memoranda, has been completed
Following are the major improvements
A Bar Screens
The two existing bar screens will be replaced with new units The new bar screens (two)
will fit into the existing channels Minor structural modifications may be required
B Raw Wastewater Pump Station
The existing pump station (P S No 2) will remain in service The existing pumps are to
be evaluated for necessary repair or replacement There is an abandoned pump station
(P S No I) that will be modified and used to obtain a combined (P S No 2 & P S No 1)
firm capacity of 46 MGD P S No l has a wetwell and a dry well (below grade)
The concrete of the existing structure appears to be in fair condition Some cosmetic
work may be required
Electric systems need to be revamped Instrumentation will be new
Heating and ventilation system needs to be rehabilitated or replaced
Three pumps will be installed with an existing space for a future 41" pump
C Influent Metering
There is a flow meter (Mag) in the force main from P S No 2 to the grit chambers This
meter will be replaced A second meter will be added to the force main from P S No I to
the grit chamber The plant influent is the total of these two meters
An underground pit is required to house both meters
ATTACHMENT A
D Grit Removal
The existing Grit chambers, grit pumps and grit classifiers are adequate and will remain
with no modifications The flow diversion gates in the influent and effluent chambers of
the grit basins will be motorized and controlled automatically to regulate flow diversion
based on incoming flow rates
E Flow Splitting
Influent after grit chambers is split between the North and the South plants The two
parallel plants each has primary clarifiers, aeration basins and secondary clarifiers with
no interconnection between the plants Effluents from the secondary clarifiers of both
plants are combined prior to entering tertiary filters, which are followed by chlorine
contact basins and dechlormation basin (Note that UV will be used as primary
disinfection means in place of chlorination and dechlormation )
A flow splitting box will be provided for the South plant to distribute flows among the
three primary clarifiers
F Primary Clarifiers
A new primary clarifier will be installed as part of the improvements This new clarifier
will occupy the space where the existing Primary Clarifier No 2 is located Existing
Primary Clarifier No 2 will be demolished to make room for this new clarifier The
sludge collecting mechanisms and drives in the other three primary clarifiers at North
plant may need repair or replacement Minor structural modification may be required
G Primary Sludge Pumping
Existing primary sludge pumping equipment is adequate No additional pumps are
required Existing controls may be modified to suit the new clarifier
H Aeration Basins and Blowers
One new aeration basin will be added to the South plant The new basin will be of the
same size and depth as the existing South plant basin (145'X56'X14' SWD) The new
basin will have a three -stage bioselector at the influent end and two baffle walls in the
main body of the basin to divide the length of the basin into three compartments The two
existing South plant aeration basins will be retrofitted with new aeration diffusers as well
as bioselector and baffle walls similar to the new aeration basin
The five North plant aeration basins will remain in service with no modifications
The existing air blower building has two blowers with a space for a third unit Anew
blower of same size (and probably same manufacturer) will be installed in the existing
blower building
Existing electric systems are to be modified to handle the new blower as well as lighting
and ventilation improvements
Ventilation of this building needs to be checked for adequacy and improved as required
I Secondary Clarifiers
One new secondary clarifier will be added to the South plant The existing secondary
clarifier at the South plant will remain and no modifications are necessary
Three of the four existing secondary clarifiers at the North plant (No 1, 2 & 3) may
require refurbishing of the sludge collector mechanisms
J Return and Waste Activated Sludge
The existing Return Activated Sludge (RAS) Pump Station at the North plant will be
modified to improve the RAS pumping rate New pumps may be installed adjacent to
Secondary Clarifiers No I and No 6 for return activated sludge Process/mechanical,
structural electric and instrumentation will be affected Existing waste activated sludge
(WAS) pumping for the North plant appears to be adequate No additional modifications
are required
The existing RAS/WAS Pump Station for the South plant will remain in service A new
RAS pump station will be added for the new secondary clarifier
Building service (heating, ventilation and plumbing) work required for the new pump
station
K Tertiary Filters
The four existing filters are adequate for meeting the permit requirements No addition
or modification to these filters is necessary
L Disinfection
An UV irradiation system will be used for disinfection The existing chlorination and
dechlorination (using sulfur dioxide gas) systems will be demolished (or abandoned in
place) The new UV system will be located inside the existing dechlormation tank
Structural modifications are required It is proposed that the UV system be housed in a
building with open sides
Due to wide variation in UV system design it is prudent to pre -select an UV
manufacturer using an evaluated bid approach The selection would be based on life
cycle cost, which consists of capital cost as well as operation and maintenance cost on
present -worth basis Other parameters such as simplicity in design, ease of operation and
maintenance, etc will also be considered
A new building will be constructed to house the electric and instrumentation for the UV
system
A FRP tank with secondary containment will be provide to store sodium hypochlonte,
which will be used to provide chlorine residual for the reuse water and to 1.ontrol sludge
bulking as well as algae growth Metering pumps will be used for chemical feed
M Plant Water System (Non -potable Water)
The existing plant water system is to be modified to increase its capacity as needed and to
enhance it operating reliability as well
N Gravity Thickeners
The two existing gravity thickeners for thickening primary sludge are adequate for the
expanded plant No addition or modification is necessary
O DAY Thickener
One DAF thickener exists and a second unit of the same size is needed for the plant
expansion These thickeners will be used for thickening WAS The new DAF unit will
include drive unit and thickened sludge pumps (2)
Anaerobic Digestion
The two existing digesters will be converted to high rate digestion units One tank has a
fixed cover and the other has a floating cover Some structural modifications may be
required
A new sludge heater will be provided and the existing sludge heater will be rehabilitated
The heaters will be located in an isolated room inside the existing digester control
building of in a new budding separate from but adjacent to the existing digester control
budding
New mixing systems are proposed for both digesters
Heating and ventilation systems need to be checked
Q Dewatenng
The plant utilizes belt filter presses (2) to dewater sludge for composting The two
presses have enough capacity to handle the dewatering needs with extended operating
hours when necessary No mechanical modifications are required
Instrumentation and control systems will be modified to gam additional
control/monitoring capabiliry from a remote location, i e the control room in
Administration Building
R Biosolids Composting
The existing composting facilities will be expanded to handle all biosolids produced at
PCWRP Additional 6 6 acres of paved areas for composting and related activities will
be provided The paving materials will be roller compacted concrete or similar to
provide an impervious surface
The improvements may be implemented in two phases Phase I is to include the
composting area of the size to handle current production of biosol ids The facility will be
further expanded under Phase 11 to the design capacity
Flow Equalization
The flow equalization system consists of a diurnal basin and a storage basin with a total
storage volume of approximately 12 million gallons The existing aeration system in the
diurnal basin needs to be rehabilitated
T Reuse of Reclaimed Water
Prepare a comprehensive citywide 210 4 notification for the proposed use of reclaimed
water and obtain TNRCC Executive Director's written authorization for the City to
become a provider of reclaimed water
U SCADA System
Expand the existing SCADA system to include new facilities (improvements) and
existing equipment that is not current being controlled or monitored by the existing
SCADA system
Provide system application engineering for the PCWRP The tasks include
• Modify or develop graphic displays
• Provide programming of PLC's and PC's
• Conduct field testing
• Provide start-up and fine-tuning
• Provide operators training
• Provide O&M manuals
SCOPE OF SERVICE FOR DESIGN AND CONSTRUCTION
PECAN CREEK WATER RECLAMATION PLANT IMPROVEMENTS
CITY OF DENTON, TEXAS
A BASIC SERVICES
Task BS 1 - Prepare 30% Complete Plans & Specifications
Task Objective To develop the previously prepared Design Report into 30% complete design
documents leading to a complete bidding package suitable for public sector, competitive, low -bid
general construction contract delivery To assure forward design progress and timely
incorporation of value-added comments during the design development phase of the project
Subtasks
l 1 Conduct Initial Design Workshop Upon receipt of notice -to -proceed, the project team will
Plan, schedule and convene a project "kick-off' meeting to review the scope of work, goals
and objectives, project schedule and potential project constraints New project team
members that represent various design disciplines such as electric, structural, etc will be
introduced A plant tour will be conducted for all design disciplines to acquaint new project
team members with the physical specifics of the project
12 Review City's Front-end Documents City's front-end (boiler plate) documents will be used
for the construction documents The project team will review these documents and
recommend modifications as appropriate
13 Prepare 30% Complete Plans Prepare 30% complete plans for review and comment This
package will consist of mainly process/mechanical and civil/site drawings They will
generally include
# Cover/title sheet with location plan
# Preliminary plan index sheet
# Civil/Site legend and abbreviation sheets
# Preliminary site plan sheets
# Preliminary yard piping plan sheets
# Process/mechanical legend and abbreviation sheets
# Hydraulic profile sheet
# Process diagram sheets
# Process/mechanical plan sheets for major process units
# Process/mechanical sectional sheets for major process units
# General details of process/mechanical construction
The drawings will be prepared on AutoCAD system
14 Prepare 30% Complete Specifications Prepare 30% complete specifications for review and
comment This package will generally include
# Preliminary table of contents
# First draft general terms and conditions of contract (City's standard front-end
document)
# First draft general requirements of contract (Division 1)
# First draft critical specification sections such as major equipment,
painting/coating,
piping, etc in Divisions 9, 11, 13, 14 and 15 technical specifications
The specifications will be prepared on Microsoft Word -compatible word processing systems
15 Prepare Bidding Documents for Pre -selecting UV System Prepare plans and specifications
and other required bid documents to pre -select a UV system manufacturer Selection criteria
will be established under this task to select the most cost effective and practical system for
implementation
16 Plan, Conduct and Document Review Workshop Conduct a review workshop
about a week after the 30% design documents are submitted, to discuss comments, concerns
and modifications Appropriate comments and concerns will be incorporated into design
effort leading to the 60% complete design milestone
17 Conduct Technical Review Concurrent with City's review our in-house technical review
committee will perform quality control and assurance review following the established
QA/QC procedures Their comments will be shared with City staff for additional input at the
document review workshop and be incorporated into the design documents as appropriate
Task BS I Deliverables
• 30% Complete Design Review Packages (5 copies)
Procurement package for pre -selecting UV manufacture
Workshop Meeting Minutes
Task BS 2 - Prepare 60% Complete Plans & Specifications
Task Objective To develop the previously prepared 30% complete design effort into 60%
complete design milestone To assure forward design progress and timely incorporation of value-
added comments during the design development phase of the project
Subtasks
2 1 Refine Front-end Documents Incorporate the recommended modifications that have been
approved by City staff to produce a final draft of front-end documents
2 2 Prepare 60% Complete Plans Expand the previously prepared 30% complete documents to
include
# Cover/title sheet with location plan
# Revised plan index sheet
# Civil/Site legend and abbreviation sheets
# Revised site plan sheets
# Revised yard piping plan sheets
# General details of civil/site construction sheets
# Structural legend and abbreviation sheets
# Structural plan sheets for major process units
# Structural sectional sheets for major process units
# General details of structural construction sheets
# Architectural treatment sheets (if required)
# Process/mechanical legend and abbreviation sheets
# Hydraulic profile sheet
# Process diagram sheets
# All process/mechanical plan sheets
# All process/mechanical sectional sheets
# General details of process/mechanical construction
# Electrical/instrumentation legend and abbreviation sheets
# Electrical one -line diagram sheets
# Instrumentation control system architecture sheets
# Electrical plan sheets
# Electrical sectional sheets
# General details of electrical/instrumentation construction sheets
2 3 Prepare 60% Specifications Expand the 30% complete specification set to include additional
section as follows
# Revised table of contents
# Revised general terms and conditions of contract
# Final draft general requirements of contract (Division 1)
# Final draft critical specification sections such as major equipment,
painting/coating,
piping, etc in Divisions 9, 11, 13, 14 and 15 technical specifications
# First draft critical specification sections such as concrete mix design, other
,i equipment, etc in Division 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15 and 16
technical specifications
24 Plan, Conduct and Document Review Workshop Conduct a review workshop
about a 1 and 1/2 weeks after submission of the 60% design documents to discuss comments,
concerns and modifications Appropriate comments and concerns will be incorporated into
design effort leading to the 90% complete design milestone
25 Perform Technical Review Concurrent with City's review our technical review
committee will perform quality control and assurance review following the established
QA/QC procedures Their comments will be shared with City staff for additional input at the
document review workshop and be incorporated into the design documents as appropriate
26 Prepare Cost Opinion An estimate in probable cost of the improvement will be prepared
using the 60% complete design documents The purpose is to identify cost associated with
improvements that were not anticipated as well as unusual circumstances that may potentially
affect the budget for the improvements
Task BS 1 Deliverables
• 60% Complete Design Review Packages (5 copies)
• Opinion on Probable Construction Cost
Workshop Meeting Minutes
Task BS 3 - Prepare 90% and 100% Complete Plans & Specifications
Task Objective To develop the previously prepared 60% complete design effort into final draft
construction plans and specification and to finalize these documents into bid package To assure
forward design progress and timely incorporation of value-added comments during the design
development phase of the project
Subtasks
3 1 Prepare 90% Complete Plans Finalization of design plans will occur under this task and will
generally consist of adding specific details of construction sheets for all design disciplines,
adding instrumentation control loop diagram sheets, and adding elementary wiring diagram
sheets to the electrical discipline design package Additionally, comments received, as a
result of previous Document Review Workshop will be incorporated into the plan sheets as
appropriate
3 2 Prepare190% Specifications Final draft design specifications and general terms and
conditions of contract will also be produced under this task Remaining work to be
completed includes tailoring Division 2 through 16 technical specifications
3 3 Finalize Front-end Documents Final tailoring of the general terms and conditions of
contract for the specific requirements of the protect
3 4 Perform Inter- and Cross -Discipline Checking Inter- and cross -discipline checking of
both
plans and specifications will take place under this task The purpose is to capture
omissions in and conflicts between various design disciplines
3 5 Refine Cost Estimate Cost estimate refinement will be performed based on the scope
of the
90% complete documents Any abrupt deviations from previous estimates will be
rationalized and discussed for validity as part of the Document Review Workshop
3 6 Plan, Conduct and Document Review Workshop Upon completing the 90% complete
design documents (plans and specifications), the protect team will schedule a
workshop to receive, discuss and resolve all final design comments, issues, and
concerns Best effort design documents will be transmitted to the City's protect
design team approximately one week to 10 days prior to the scheduled workshop
The protect team will overview the documents at the workshop and solicit final
comments for incorporation
3 7 TNRCC Liaison With City's approval, the protect team will schedule and convene a
meeting with the TNRCC to overview the planned improvements and solicit
comments as to concerns and issues using the 90% design documents
3 8 Incorporate Comments and Prepare 100% Document The TNRCC comments and
the
revision actions agreed to during the workshop will be incorporated into the 90%
complete
LM
plans and specifications to finalize documents The 100% complete documents will
delivered to the City and TNRCC for approval
3 9 Finalize Cost Estimate Adjustments to the cost estimate will be made based on the
revisions incorporated and the final cost estimate will be transmitted to the City prior
to
project advertisement
3 10 Perform Technical Review Concurrent with City's review our technical review
committee will perform quality control and assurance review following the established
QA/QC procedures This review will include constructability, operability and
maintainability of the designed improvements Their comments will be shared with City
staff for additional input at the document review workshop and be incorporated into the
design documents as appropriate
Task BS 3 Deliverables
• 90% and 100% Complete Design Review Packages (5 copies)
• 60 Sets of Half-size and 15 Sets of Full-size Bidding Documents
• 90% and Final Opinion on Probable Construction Cost
• Workshop Meeting Minutes
• TNRCC Review Comments
Task BS 4 - Provide Bidding Services
Task Objective To assist the City project team with the bidding of the improvement project
Subtasks
4 1 Respond to Vendor Queries, Prepare and Issue Addenda The project team will
provide
written response as necessary during the established bid period to clarify the
completed
contract documents in response to contractor and vendor query Prepare and issue
addenda
as required
4 2 Assist in Pre -Bid Meeting The project team will assist in the planning and execution
of a
project pre -bid meeting in accordance with the City's resource needs
4 3 Evaluate Bids and Prepare Recommendation The project team will review ail bids
received for compliance with the completed contract documents and prepare written
award recommendation based on this review and knowledge of proposed
contractors' and subcontractors' past performance records
Task BS 4 Deliverables
• Contract Addenda (75 copies)
• Pre -bid Meeting Minutes
• Contract Award Recommendation Letter
Task BS 5 - Provide Services During Construction
Task Objective To assist the City project team with the execution of the construction phase of
the improvement project
Subtasks
5 1 Respond to Contractor -Generated RFIs The project team will receive, review and
provide written response to all contractor -generated Requests for Information (RFI)
5 2 Review Submittals The project team will receive, review, and post all contractor -
generated submittals required to be submitted by the Contract Documents
5 3 Review Contractor's Schedule of Values and Construction Schedule The project
team
will receive, review, and provide written comment as to the adequacy of the
Contractor's
Schedule of Values and Construction Schedule as necessary
54 Review Contractor's Monthly Payment Requests & Recommend Payment The
project team will receive and review the Contractor's monthly applications for
payment, and determine and recommend the amounts that the Contractor's be
paid Such recommendations of payment will be based on observations and review
that the work has progressed to the point indicated, the quality of such work is in
general conformance with the Contract Documents, and the conditions precedent to
Contractor's being entitled to such payment appear to have been fulfilled
5 5 Construction Administration and Progress Meetings The project team will visit the
site
to observe the progress of the work during construction at intervals no more than
one month
W
apart It is anticipated that these site visits will coincide with the construction
progress
meetings established for the project to combine the purpose of a site visit and
maximize the
value of consultant services provided under this task
5 6 Coordinate Material Testing Acquire or have acquired outside laboratory services to
conduct conformance tests The project team will interpret the testing results and
make recommendation as to acceptance The testing will include compaction,
concrete strength, etc The cost for the testing will be billed by the testing labs
directly to the City
5 7 Substantial & Final Completion Walk -Through Accompany City staff to conduct a
comprehensive walk-through when notified by the contractor of substantial completion and
final completion of the project Develop a contract deficiency list for the contractor's
use to correct problems or issue written statements certifying as appropriate the state of
project's completion based on the observations during the walk-through
Task BS.S Deliverables
• RFI responses
• Payment Recommendations
• Submittal Reviews
• Site Observations
• Progress Meeting Attendance
• "Punch -List" Development
• Certificates for Substantial Completion and Final Completion
B SPECIAL & ADDITIONAL SERVICES
Task SS 1 - Additional Services During Construction
Task Objective To assist the City project team with the execution of the construction phase of
the improvement project, when needed
Subtasks
1 I Respond to Contractor -Generated Change Orders The project team will receive,
review, and provide written recommendations to the City as to the merit of all
contractor -generated change order requests Additionally, the CDM Team will
review all change order costs (or credits) to determine whether they are
representative of the additional work value and provide written recommendations to
the City as to acceptance
12 Initiate Change Order Requests The project team will initiate change order requests
for the City's consideration as necessary to deliver the intent of the Contract
Documents
13 Conduct "Partnering" Workshops The project team will be "partnering" with the
City and the Contractor during the course of construction The "partnering"
activities will include an initial partnering workshop and four follow-up
workshops Key members of the project team, such as the officer -in -charge,
project manager, project engineers, lead disciplinary engineers, etc , will
attend
14 Review Contractor's Claim & Recommend Appropriate Action Interpreting the
Contract Documents and helping to resolve disputes when Owner and
Contractor
interpretations differ
1 5 Witness Performance Testing (Aeration System) Witness on behalf of the City any
performance tests as required by the Contract Documents to verify the functions and
efficiencies of the equipment to be incorporated into the improvement project Review
testing results and render opinion as to acceptance of equipment tested
Task SS 1 Deliverables
• Change Orders Reviews
• Cost and Credit Proposal Reviews
• Change Order Initiations
Task SS 2 - Provide Resident Project Representative Services and Specialty Inspection
Task Objective To assist the City in observing progress and quality of the contractor's work
Subrasks
2 1 Provide Full Time Resident Project Representative The project team will provide a
full time resident project representative (RPR) for the projected construction duration
of 24
months The RPR will be allowed two weeks to setup the field office prior to
construction ` �
and two weeks to close-out the project after construction is complete The duties,
responsibilities and limitations of authority of the RPR are included in Attachment 6
2 2 Electric, Instrumentation & HVAC Inspection The project team will provide
inspection on specialty work such as electric, instrumentation, HVAC, etc at critical
stages of the construction to compliment the resident engineer in providing a
complete inspection
Task SS 2 Deliverables
• RPR's Daily Inspection Reports
• Specialty Inspection Reports
Task SS 3 - Provide Record Drawing Services
Task Objective To consolidate and document for subsequent use, the "as -built" condition of the
work constructed as part of this project
Subtasks
3 1 Modify Contract Drawings Using the contractor's as -built drawing (i a red -lined contract
documents), the resident engineer's as -built drawings, the contract RFI file, the
contract
change order file, the contract submittal file, and all contract addenda, the project
team will
modify the Contract Drawings of this project to reflect the as -built condition of the
construction Such modifications will result in record drawings of the construction
Electronic versions of such record drawings will be transmitted to the City
3 2 Modify Contract Specifications as Appropriate The project team will also update
and
modify, as necessary, the contract specifications to reflect changes made through
addenda and other mechanism during the course of construction Such updated
specification will have plastic laminated covers and shall also be transmitted to the
City upon completion
Task SS 3 Deliverables
• Record Drawing Set— CD-ROM
• Paper Record Drawing Sets (5 Sets)
• Record Specification Sets (2 Copies)
Task SS 4 - Provide Computerized Operations & Maintenance Manuals
Task Objective. To clearly document the engineer's intent with regard to how the improvements
are to be operated, their various modes of operation, and expected maintenance requirements of
new equipment
Subtasks
4 1 Prepare Draft O&M Manuals The O&M specialist will prepare and assemble Operations
& Maintenance manuals for the project that include the following information
at a minimum
# Equipment operations and maintenance instruction received as part of the
construction contract
# Point -to -Point wiring diagram for all contractor -provided systems and equipment
# Applications software documentation for control algorithms performed in software
that is integral to systems and equipment provided by the contractor
# Process and systems operation guidelines prepared by the engineer in
consideration of design intent
# Preventative maintenance recommendations as prepared by the engineer in
consideration of design intent
Draft Operations and Maintenance Manuals, conforming to the above, will be
prepared and assembled approximately four months prior to the scheduled start-up
of the constructed improvements
4 2 Conduct Review of Draft Manuals and Incorporate Comments Review with the City
to discuss the format, content, and adequacy of the assembled draft Operations and
Maintenance Manual Revise the draft Operations and Maintenance Manual to
incorporate City's comments as appropriate and resubmitted as final version to the
City
4 3 Produce Final 0&M Manual The final O&M Manual will be produced in electronic,
multimedia, interactive format with hardcopy template Approximately 12 months
after start-
up of the improvements, the CDM will review the final O&M Manuals with the
• Performance Evaluation Report (10copies)
• Recommendations for Process Adjustments
• Recommendations for Corrective Measures (if needed)
Task SS 6 - Provide System Application Engineering
Task Objective To provide a tailored process control and monitoring system for the plant staff
Subtasks
6 1 Provide PLC Programming
62 Modify or Generate Graphic Displays
63 Conduct Field Testing
64 Provide Startup and Fine-tuning
65 Provide Operators Training
66 Provide O&M Manuals
67 Perform Technical Review
Task SS 6 Deliverables
Draft and Final O&M Manuals (10copies)
Field Testing Reports
PCWRP staff for adequacy and make necessary revisions to the manual that
.i includes the
benefit attained from actual operating experiences
Task SS.4 Deliverables
Draft O&M Manuals (5 Copies)
Final O&M Manuals — 5 Paper Copies
Final O&M Manuals — 1 Electronic Copy (CD-ROM)
Task SS 5 • Conduct Plant Performance Evaluation
Task Objective To determine if the implemented improvements have produced expected results
to meet the intent of process design
Sublasks
5 1 Review Plant Performance after Improvements After the improvements have been to
operation for extended period of time and have been stabilized, the project team will
conduct an evaluation of plant performance using the performance data under
simulated design conditions The purpose of this evaluation is to determine if all
established project goals have been completely fulfilled Stress testing maybe
necessary to simulate the design conditions
5 2 Recommend Process Adjustments if Necessary If the expected performance is not
met, the project team will recommend process adjustments to enhance
performance
5 3 Determine Causes and Correct Deficiencies if Necessary If any project objectives
are
not met, the CDM Team will determine the cause and make recommendations as
appropriate
to correct these deficiencies
5 3 Prepare Plant Performance Evaluation Report The project team will prepare a performance
evaluation report to document findings, procedural changes and corrective measures, if any
The report will serve as the project team certification that the design intent is met and the
improvements are functioning properly
Task SS 5 Deliverables
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ORDINANCE NO AWl-&7q
AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY
MANAGER TO EXECUTE A FIRST AMENDMENT TO PROFESSIONAL SERVICES
AGREEMENT WITH CAMP DRESSER & MCKEE, INC FOR ADDITIONAL
ENGINEERING SERVICES PERTAINING TO THE FINAL DESIGN OF AND
PREPARATION OF ENGINEERING PLANS AND SPECIFICATIONS FOR, TOGETHER
WITH OTHER PROFESSIONAL ENGINEERING SERVICES INCIDENT TO ADDITIONAL
IMPROVEMENTS THAT ARE NECESSARY TO GAIN OPERATIONAL EFFICIENCY
AND TO ADD HYDRAULIC CAPACITY, INCIDENT TO THE CONSTRUCTION,
EXPANSION, AND COMPLETION OF THE PECAN CREEK WATER RECLAMATION
PLANT, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING
AN EFFECTIVE DATE
WHEREAS, the City Council deems it in the public interest to continue to engage the
firm of Camp Dresser & McKee, Inc, a Corporation, of Dallas, Texas ("CD&M"), by this First
Amendment to the Professional Services Agreement to provide additional professional
engineering services to the City pertaining to the final design of and preparation of engineering
plans and specifications for, together with other professional engineering services incident to
additional improvements that are necessary to gam operational efficiency and to add hydraulic
capacity, incident to the construction, expansion, and completion of the Pecan Creek Water
Reclamation Plant, and
WHEREAS, the City staff has reported to the City Council previously and also at this
time that there is a substantial need for the above-descnbed professional 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
demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price,
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 services, as set forth in the First
Amendment to the Professional Services Agreement, and desires to approve the "First
Amendment to the Professional Services Agreement' attached hereto, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION 1 That the City Manager is hereby authorized to execute a First Amendment
to the Professional Services Agreement with Camp Dresser & McKee, Inc, a Corporation, of
Dallas, Texas, for further professional engineering services pertaining to the final design of and
the preparation of engineering plans and specifications for, together with other professional
engineering services incident to additional improvements that are necessary to gain operational
efficiency and to add hydraulic capacity, incident to the construction, expansion, and expansion
of the Pecan Creek Water Reclamation Plant, in substantially the form of the First Amendment
to the Professional Services Agreement, in the amount of not to exceed $150,520, attached
hereto and incorporated herewith by reference
SECTION 2 That the award of this First Amendment to the Professional Services
Agreement by the City is on the basis of the continued demonstrated competence, knowledge,
and qualifications of CD&M and the ability of CD&M to continue to perform the professional
services needed by the City for a fair and reasonable price
SECTION 3 That the expenditure of funds as provided in the attached First
Amendment to the Professional Services Agreement is hereby authorized
SECTION 4 That this ordinance shall become effective immediately upon its passage
and approval �
PASSED AND APPROVED this the V�-d day of (1L(�( U(l� f 2001
EULINE BROCK, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
By
—
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
By
'Vd:2d;
S \Our Documents\0rdmances\0l\Camp Dresser & McKee First Amend PSA Engr Svc Pecan Crk W W Plant Expan doe
STATE OF TEXAS §
COUNTY OF DENTON §
FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
FOR ENGINEERING SERVICES PERTAINING TO ADDITIONAL IMPROVEMENTS TO
INCREASE OPERATIONAL EFFICIENCY AND TO ADD HYDRAULIC CAPACITY
INCIDENT TO THE CONSTRUCTION AND EXPANSION
OF THE PECAN CREEK WATER RECLAMATION PLANT
THIS FIRST �MENDMENT TO AGREEMENT is made and entered into as of the o�
day of sttf , 2001, by and between the City of Denton, Texas, a Texas
Municipal Corporation, with its principal offices at 215 East McKinney Street, Denton, Texas
76201 (hereafter "OWNER") and Camp Dresser & McKee Inc, a Corporation, with its offices at
One Glen Lakes, 8140 Walnut Hill Lane, Suite 1000, Dallas, Texas 75231 (hereafter
"CONSULTANT'), the parties acting herein by and through their duly-authonzed representatives
and officers
WHEREAS, on the 26' day of September, 2000, the City Council enacted Ordinance No
2000-352, which approved the "Professional Services Agreement for Engineering Services
Pertaimng to the Final Design of, the Preparation of Engineering Plans, Specifications, and Related
Bid Documents For, Together With Other Professional Engineering Services Incident to the
Construction and Expansion of the Pecan Creek Water Reclamation Plant," entered into by and
between the City of Denton, Texas and Camp Dresser & McKee, Inc (hereafter the "Agreemenf)
providing for professional engineering services on the Expansion of the Pecan Creek Water
Reclamation Plant Project (the "Project") to a facility which has 21 million gallons per day
("MGD") average flow and 35 MGD peak flow capacity, and
WHEREAS, the Project is proceeding in due course, and there are additional improvements
that were identified during the design process as being necessary to provide a comprehensive
system and to enhance the overall quality of the Project, and it is the desire of OWNER and
CONSULTANT to enter into a "First Amendment to Professional Services Agreement for
Engineering Services Pertaining to Additional Improvements to Increase Operational Efficiency
and to Add Hydraulic Capacity Incident to the Construction and Expansion of the Pecan Creek
Water Reclamation Plant" (hereafter the "First Amendment") to provide for additional engineering
fees necessary for the completion of the additional improvements, NOW THEREFORE
WITNESSETH, that in consideration of the covenants and agreements herein contained, the
parties hereto do mutually AGREE as follows
ARTICLE I
EMPLOYMENT OF CONSULTANT
The OWNER hereby contracts with 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
4`XW WS%T�M Inc PSA Pman CTeek Watt RKIM Maur PM MW E Page 1 of 11
The Project consists of improvements identified during the final design process which have been
determined by the OWNER and CONSULTANT to require some additional improvements to gam
more operational efficiency as well as to add hydraulic capacity to the Project for the expansion of
the Pecan Creek Water Reclamation Plant to 21 MGD treatment capacity meeting Texas Natural
Resources Conservation Commission requirements The CONSULTANT agrees to exercise the
same degree of care, skill and diligence in the performance of these services as is ordinarily
provided by a professional consultant under similar circumstances and the CONSULTANT shall, at
no cost to OWNER, "re -perform" services which fail to satisfy the foregoing standard of
performance
ARTICLE II
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 "Construction Cost and Engineering
Fee for Additional Work — Pecan Creek Water Reclamation Plant Improvement Program"
prepared by Jyh-Wei (Al) Sun, P E , Vice President of CONSULTANT (hereafter the "Scope
of Services") for OWNER, on the 5' day of September, 2001, wluch eleven (11) pages of
documents are attached hereto as Attachment "A," and are incorporated herein by reference
B If there is any conflict between the terms of this First Amendment and the Attachment
attached to tlns First Amendment, the terms and conditions of this First Amended Agreement
shall control over the terms and conditions of the Attachment
ARTICLE III
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 -described Scope of Services, set
forth as provided by Article H 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 pertaimng to the provision of such additional
services by the CONSULTANT
ARTICLE IV
PERIOD OF SERVICE
This First Amendment 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 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 First
Amendment may be sooner terminated in accordance with the provisions hereof Time is of the
essence in this First Amendment 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 of Utilities, or tus designee
MA Pam Gee4 Water 0.alem Plml R Amead Eoe Page 2 of 11
ARTICLE V
COMPENSATION
A COMPENSATION TERMS
"Subcontract 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 subcontract or subconsultant
billing reasonably incurred by the CONSULTANT in connection with the Project shall
be invoiced to OWNER at the actual cost
"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 First Amendment 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 11 above, as
follows
1 CONSULTANT shall perform its work on this Project in accordance with the
provisions and the tasks more particularly set forth in Attachment "A" attached hereto and
incorporated herewith by reference CONSULTANT shall be paid for services rendered
pursuant to the First Amendment on the basis set forth in the Cost Schedule also set forth in
Attachment "A," attached hereto and incorporated by reference herewith CONSULTANT
shall bill from time sheets, in minimum ''/n hour or smaller time increments, at the hourly rates
provided for in the Cost Schedule OWNER agrees to pay to CONSULTANT for its
professional services performed and expenses incurred pursuant to this First Amendment, an
additional amount not to exceed $150,520
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 Ins 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 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 lus
designee, or which is not submitted by CONSULTANT to the OWNER in compliance with
the terms of this First Amendment The OWNER shall not be required to make any
p kWulffRxlamVlem FinAmw E Page 3 of 11
payments to the CONSULTANT at any time when the CONSULTANT is in default under
this First Amendment
4 It is specifically understood and agreed that the CONSULTANT shall not be
authorized to undertake any work pursuant to this First Amendment which would require
additional payments by the OWNER for any charge, expense or reimbursement above the
not -to -exceed amount as stated hereinabove, 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 hereinabove, 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
hereinabove 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
determines that the CONSULTANT's work is unsatisfactory, in accordance with Article V
B of this First Amendment, and OWNER has notified CONSULTANT of that fact in
writing
ARTICLE VI
OBSERVATION AND REVIEW OF THE WORK
The CONSULTANT will exercise reasonable care and due diligence in discovering and
promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT
or any of its subcontractors or subconsultants
C%WM WS\TP.M1R &M W PRA Pam fink Wean Rmlam Hat FM Amendd Page 4 of 11
ARTICLE VII
OWNERSHIP OF DOCUMENTS
All documents prepared or furnished by the CONSULTANT (and CONSULTANT's
subcontractors or subconsultants) pursuant to tlus First Amendment are instruments of service and
shall become the property of the OWNER upon the termination of this First Amendment 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 First Amendment in another project or for other purposes than specified
herein any of the information or materials developed pursuant to this First Amendment,
CONSULTANT is released from any and all liability relating to their use in that project
ARTICLE VIII
INDEPENDENT CONTRACTOR
CONSULTANT shall provide services to OWNER as an independent contractor, not as an
employee of the OWNER CONSULTANT shall not have or claim any right ansing from
employee status
ARTICLE IX
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 lnnrtation damages for bodily and
personal m)ury, death, or property damage, resulting from the negligent acts or omissions of the
CONSULTANT or its officers, shareholders, agents, attorneys and employees in the execution,
operation, or performance of tlus First Amendment
Nothing in this First Amendment shall be construed to create a liability to any person who is
not a party to this First Amendment and nothing herein shall waive any of the parry's defenses, both
at law or equity, to any claim, cause of action or litigation filed by anyone not a party to this Fast
Amendment, including the defense of governmental immunity, which defenses are hereby
expressly reserved
ARTICLE X
INSURANCE
During the performance of the Services under this First Amendment, 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
Carriers of at least an "A-" or above
A Comprehensive General Liability Insurance with bodily injury limits of not less than
$500,000 for each occurrence and not less than $500,000 in the aggregate, and with property
damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the
C\W WS\iPA M&MWcPSAP=n Qa Wclif RMIMPbm PW AmwSEx Page 5 of 11
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 $2,000,000 annual aggregate
E CONSULTANT shall fiumsh insurance certificates or insurance policies at the OWNER's
request to evidence such coverages The insurance policies shall name the OWNER as an
additional insured on all such policies to the extent that is legally possible, and shall contain a
provision that such insurance shall not be cancelled or modified without thirty (30) days prior
written notice to OWNER and CONSULTANT In such event, the CONSULTANT shall,
prior to the effective date of the change or cancellation of coverage, deliver copies of any
such substitute policies, faimshing at least the same policy limits and coverage, to OWNER
ARTICLE XI
ARBITRATION AND ALTERNATE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this First Amendment by submittmg the
dispute to arbitration or other means of alternate dispute resolution such as mediation No
arbitration or alternate dispute resolution ansing out of or relatmg to, this First Amendment
involving one party's disagreement may include the other party to the disagreement without the
other's approval
ARTICLE XII
TERMINATION OF AGREEMENT
A Notwithstanding any other provision of this First Amendment, either party may terminate this
First Amendment by providing thirty- (30) days advance written notice to the other party
B This First Amendment may alternatively be terminated in whole or in part in the event of
either party substantially failing to fiilfill its obligations under this First Amendment No
such termination will be effected unless the other party is given (1) written notice (delivered
by certified mail, return receipt requested) of intent to terminate and setting forth the reasons
specifying the 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 the First Amendment 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
0\W WSWE�M W PSA Pam Gat Wean RMIM MW MM Am Em Page 6 of 11
accordance with Article V of this First Amendment 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 First Amendment to
the OWNER on or before the date of termination, but may maintain copies of such
documents for its files
ARTICLE XIII
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
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 First Amendment, 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 CONSULTANT, its principals, officers, employees, agents, subcontractors, and
sub -consultants
ARTICLE XIV
NOTICES
All notices, communications, and reports required or permitted under this First Amendment
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
To CONSULTANT
Camp Dresser & McKee Inc
Ann Randy R Rogers, Vice President
8140 Walnut Hill Lane, Suite 1000
Dallas, Texas75231
Fax (214-987-2017)
To OWNER
City of Denton, Texas
Michael A Conduff, City Manager
215 East McKinney
Denton, Texas 76201
Fax (940)349-8596
All notices under this First Amendment shall be effective upon their actual receipt by the
party to whom such notice is given, or three (3) days after marling of the notice, whichever event
shall first occur
ARTICLE XV
ENTIRE AGREEMENT
Tlus First Amendment, consisting of eleven (11) pages and one (1) attachment (Attachment
"A") constitutes 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
C\WM WMTEWP MWPSAPamG 4W.0 RM.Pl. FITAmmdEw Page 7 of 11
of this First Amendment
ARTICLE XVI
SEVERABILITY
If any provision of tlus First Amendment 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 First Amendment, and shall not cause the remainder to be invalid or unenforceable In such
event, the parties shall reform this First Amendment, 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 XVII
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
ARTICLE XVIII
DISCRIMINATION PROHIBITED
In performing the services required hereunder, the CONSULTANT shall not discriminate
against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or
physical handicap
ARTICLE XIX
PERSONNEL
A CONSULTANT represents that it has or will secure at its own expense all personnel required
to perform all the services required under this First Amendment 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 First Amendment
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 tlus First
Amendment, shall be qualified, and shall be authorized and permitted under state and local
laws to perform such services
ARTICLE XX
ASSIGNABILITY
The CONSULTANT shall not assign any interest in this First Amendment and shall not
transfer any interest in this First Amendment (whether by assignment, novation or otherwise)
without the prior written consent of the OWNER CONSULTANT shall promptly notify OWNER
of any change of its name as well as of any significant change in its corporate structure or in its
C WIM WST IMM&M WC PSA Patent Creek Water Ralam PWn Fem AmanL Eoe Page 8 of I I
operations
ARTICLE XXI
MODIFICATION
No waiver or modification of this Fast Amendment 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 ansing between the parties hereto out of or affecting tlus First Amendment, 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
ARTICLE XXII
MISCELLANEOUS
A The following attachment is attached to, incorporated within, and is made a part of this First
Amendment for all purposes pertinent
Attachment "A" — Scope of Work (including schedules)
B CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after the
final payment made by OWNER under this First Amendment, have access to and the right to
examine any directly pertinent books, documents, papers and records of the CONSULTANT
involving transactions relating to this First Amendment 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 First Amendment shall lie exclusively in
Denton County, Texas This First Amendment shall be governed by and construed in
accordance with the laws of the State of Texas
D For purposes of this First Amendment, the parties agree that the key persons who will
perform most of the work under this Fast Amendment shall be Al Sun P E , Vice President
and Project Manager and Randy Rogers P E , Vice President This First Amendment has
been entered into with the understanding that the above -stated employees of CONSULTANT
shall perform all or a significant portion of the work on the Project Any proposed changes
regarding change of personnel, requested by CONSULTANT, respecting one or more of the
two (2) 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
PSA Pam Qak W,la Ralem%,nt Pinto Mind Ew Page 9 of I
appropriate to ensure that the work involved is properly coordinated with related work being
carved 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 First Amendment 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 First Amendment are for informational purposes only and shall not in
any way affect the substantive terms or conditions of this First Amendment
IN WITNESS WHEREOF, the City of Denton, Texas has executed this First Amendment in
four (4) original counterparts, by and through its duly-authonzed City Manager, and
CONSULTANT has executed this First Amendment by and through its duly-authonzed
undersigned officer on this the IZCL day of � V L- 12001
"OWNER"
CITY OF DENTON, TEXAS
B
Michael A Co ff ity Manager
ATTEST
JENNIFER WALTERS, CITY SECRETARY
B9�4a . / . 12 -
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
By
C\WM WS\TR CMMWPSAPMOIC ck Wald RMIMPl t Pun AmeWd Page 10 of 11
"CONSULTANT"
CAMP DRESSER & MCKEE, INC
By (010 G111-1f)
9/,/�i
ATTEST
By
As aistantSecretary Mario J Marcaccio
S \Our Documents\COnnacts\01 \CD&M Inc PSA Pecan Creek Water Reclam Plant Fast Amend doc
CIWINnoWMTTMAC9tM Iva PSA Paan Oak Wna Ralw Plat r Ammd da Page 11 of 11
ORDINANCE NO ANW 300
AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY
MANAGER TO EXECUTE A SECOND AMENDMENT TO PROFESSIONAL SERVICES
AGREEMENT WITH CAMP DRESSER & MCKEE, INC FOR ADDITIONAL
ENGINEERING SERVICES PERTAINING TO THE RESIDENT PROJECT
REPRESENTATION SERVICES FOR THE CONSTRUCTION PERIOD, SPECIALTY
INSPECTION SERVICES FOR THE ELECTRICAL, INSTRUMENTATION, AND HVAC
EQUIPMENT FOR THE CONSTRUCTION PERIOD, PRODUCTION OF A
COMPREHENSIVE OPERATION AND MAINTENANCE MANUAL FOR PLANT
OPERATION, INCIDENT TO THE CONSTRUCTION, EXPANSION, AND COMPLETION
OF THE PECAN CREEK WATER RECLAMATION PLANT, AUTHORIZING THE
EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE
WHEREAS, the City Council deems it in the public interest to continue to engage the
firm of Camp Dresser & McKee, Inc, a Corporation, of Dallas, Texas ("CD&M"), by this
Second Amendment to the Professional Services Agreement to provide additional professional
engineering services to the City pertaining to the resident project representation services for the
construction period, specialty inspection services for the electrical, instrumentation, and HVAC
equipment for the construction period, production of a comprehensive operation and
maintenance manual for plant operation, incident to the construction, expansion, and completion
of the Pecan Creek Water Reclamation Plant, and
WHEREAS, the City staff has reported to the City Council previously and also at this
time that there is a substantial need for the above -described professional 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
demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price,
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 services, as set forth in the Second
Amendment to the Professional Services Agreement, and desires to approve the "Second
Amendment to the Professional Services Agreement' attached hereto, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION I That the City Manager is hereby authorized to execute a Second
Amendment to the Professional Services Agreement with Camp Dresser & McKee, Inc, a
Corporation, of Dallas, Texas, for further professional engineering services pertaining to the
resident project representation services, specialty inspection services for the electrical,
instrumentation, and HVAC equipment for the construction period, and production of a
comprehensive operation and maintenance manual for plant operation, incident to the
construction, expansion, and expansion of the Pecan Creek Water Reclamation Plant, in
substantially the form of the Second Amendment to the Professional Services Agreement, in the
amount of not to exceed $399,658, attached hereto and incorporated herewith by reference
SECTION 2 That the award of this Second Amendment to the Professional Services
Agreement by the City is on the basis of the continued demonstrated competence, knowledge,
and qualifications of CD&M and the ability of CD&M to continue to perform the professional
services needed by the City for a fair and reasonable price
SECTION 3 That the expenditure of funds as provided in the attached Second
Amendment to the Professional Services Agreement is hereby authorized
SECTION 4 That this ordinance shall become effective Immediately upon its passage
and approval
PASSED AND APPROVED this the A 10j day of dL'tiy� , 2001
C- &VZ-
EULINE BROCK, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
By b)n
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
By
S \Our Documents\0rdinances\01\Camp Dresser & McKee Second Amend PSA Engr Svc Pecan Crk W W Plant Expan doe
STATE OF TEXAS §
COUNTY OF DENTON §
SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
FOR ENGINEERING SERVICES PERTAINING TO
THE RESIDENT PROJECT REPRESENTATION SERVICES,
SPECIALTY INSPECTION SERVICES FOR THE ELECTRICAL, INSTRUMENTATION,
AND HVAC EQUIPMENT FOR THE CONSTRUCTION PERIOD,
AND PRODUCTION OF A COMPREHENSIVE OPERATION AND MAINTENANCE
MANUAL FOR PLANT OPERATION
INCIDENT TO THE CONSTRUCTION AND EXPANSION
OF THE PECAN CREEK WATER RECLAMATION PLANT
THIS SECO NDMENT TO AGREEMENT is made and entered into as of the
4- = day of �� Q {, , 2001, by and between the City of Denton, Texas, a
Texas Municipal Corporation, with its principal offices at 215 East McKinney Street, Denton,
Texas 76201 (hereafter "OWNER") and Camp Dresser & McKee hic , a Corporation, with its
offices at One Glen Lakes, 8140 Walnut Hill Lane, Suite 1000, Dallas, Texas 75231 (hereafter
"CONSULTANT'), the parties acting herem by and through their duly-authonzed representatives
and officers
WHEREAS, on the 26' day of September, 2000, the City Council enacted Ordinance No
2000-352, which approved the "Professional Services Agreement for Engineering Services
Pertaining to the Final Design of, the Preparation of Engineering Plans, Specifications, and Related
Bid Documents For, Together With Other Professional Engineering Services Incident to the
Construction and Expansion of the Pecan Creek Water Reclamation Plant," entered into by and
between the City of Denton, Texas and Camp Dresser & McKee, Inc (hereafter the "Agreement)
providing for professional engineering services on the Expansion of the Pecan Creek Water
Reclamation Plant Project (the "Project') to a facility which has 21 million gallons per day
("MGD") average flow and 35 MGD peak flow capacity, and
WHEREAS, the Project is proceeding in due course, and there are additional improvements
that were identified during the design process as being necessary to provide a comprehensive
system and to enhance the overall quality of the Project, and it is the desire of OWNER and
CONSULTANT to enter into a "First Amendment to Professional Services Agreement for
Engineering Services Pertanmig to Additional Improvements to Increase Operational Efficiency
and to Add Hydraulic Capacity Incident to the Construction and Expansion of the Pecan Creek
Water Reclamation Plant" (hereafter the "First Amendment") of even date herewith, to provide for
additional engineering fees necessary for the completion of the additional improvements, and
WHEREAS, the Project is further proceeding toward its completion, and it is necessary and
appropriate for OWNER and CONSULTANT to enter into a further professional services
agreement to provide for Resident Project Representation ("RPR') services for the estimated
construction period of the Project, for specialty inspection services for the electrical,
instrumentation, and HVAC equipment during the construction period of the Project, and to
provide for CONSULTANT finmshing a comprehensive Operation & Maintenance Manual for
plant operation This agreement is hereby referred to as the "Second Amendment to Professional
CNW W9W21. M&Mbll Page 1 of 11
Services Agreement for Engineering Services Peitammng to the Resident Project Representation
Services, Specialty Inspection Services for the Electrical, Instrumentation, and HVAC Equipment
for the Construction Period, and Production of a Comprehensive Operation and Maintenance
Manual for Plant Operation Incident to the Construction and Expansion of the Pecan Creek Water
Reclamation Plant" (hereafter the "Second Amendment"), NOW THEREFORE,
WITNESSETH, that in consideration of the covenants and agreements herein contained, the
parties hereto do mutually AGREE as follows
ARTICLE I
EMPLOYMENT OF CONSULTANT
The OWNER hereby contracts with 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 consists of Resident Project Representation ("RPW) services for the estimated
construction period, for Specialty Inspection Services for the electrical, instrumentation, and the
HVAC equipment for the construction period, and production of a comprehensive Operations and
Maintenance Manual for plant operation by CONSULTANT, all for the expansion of the Pecan
Creek Water Reclamation Plant to 21 MGD treatment capacity meeting Texas Natural Resources
Conservation Commission requirements The CONSULTANT agrees to exercise the same degree
of care, skill and diligence in the performance of these services as is ordinarily provided by a
professional consultant under smular circumstances and the CONSULTANT shall, at no cost to
OWNER, "re -perform" services which fail to satisfy the foregoing standard of performance
ARTICLE II
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 two (2) page document entitled
"City of Denton — Pecan Creek WRP Improvements Program — Design and Construction
Services — Special Services" schedule as Tasks SS-2 and SS4 prepared by CONSULTANT
(hereafter the "Scope of Services') for OWNER, which two (2) page document is attached
hereto as Attachment "A," and is incorporated herein by reference
B To perform those professional services as set forth in the four (4) page document entitled
"Duties, Responsibilities and Limitations of Authority of the Resident Project Representative"
prepared by CONSULTANT for OWNER, which four (4) page document is attached hereto as
Attachment `B," and is incorporated herein by reference
C If there is any conflict between the terms of this Second Amendment and the Attachments
attached to this Second Amendment, the terms and conditions of this Second Amended
Agreement shall control over the terms and conditions of the Attachments
cxww wmrenweo mwll Page 2 of 11
ARTICLE III
ADDITIONAL SERVICES
Any additional services to be performed by the CONSULTANT, if authorized by the
OWNER, wluch are not included as Basic Services in the above -described 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 pertanung to the provision of such additional
services by the CONSULTANT
ARTICLE IV
PERIOD OF SERVICE
This Second Amendment 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 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 Second
Amendment may be sooner terminated in accordance with the provisions hereof Time is of the
essence in this Second Amendment 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 of Utilities, or his designee
ARTICLE V
COMPENSATION
A COMPENSATION TERMS
"Subcontract 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 subcontract or subconsultant
billing reasonably incurred by the CONSULTANT in connection with the Project shall
be invoiced to OWNER at the actual cost
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 $us Second Amendment 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 snmlar 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 H above, as
follows
Q"�W n� we Page 3 of 11
1 CONSULTANT shall perform its work on tlus Project in accordance with the
provisions and the tasks more particularly set forth in Attachment "A" attached hereto and
incorporated herewith by reference CONSULTANT shall be paid for services rendered
pursuant to the Second Amendment on the basis set forth in the Cost Schedule also set forth
in Attachment "A," attached hereto and incorporated by reference herewith
CONSULTANT shall bill from time sheets, in mimmum '/4 hour or smaller time increments,
at the hourly rates provided for in the Cost Schedule OWNER agrees to pay to
CONSULTANT for its professional services performed and expenses incurred pursuant to
this Second Amendment, an additional amount not to exceed $399,658
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
(101/6) percent 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 wluch is not submitted by CONSULTANT to the OWNER in compliance with
the terms of this Second Amendment The OWNER shall not be required to make any
payments to the CONSULTANT at any time when the CONSULTANT is in default under
this Second Amendment
4 It is specifically understood and agreed that the CONSULTANT shall not be
authorized to undertake any work pursuant to this Second Amendment 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
subixnssion 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 Second Amendment 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, notlung herem shall require the OWNER
CXWPIDOWMTEMMCA MMId Page 4 of 11
to pay the late charge of one percent (1%) per month as set forth herem, if the OWNER
reasonably determines that the CONSULTANT's work is unsatisfactory, in accordance with
Article V B of this Second Amendment, and OWNER has notified CONSULTANT of that
fact in writing
ARTICLE VI
OBSERVATION AND REVIEW OF THE WORK
The CONSULTANT will exercise reasonable care and due diligence in discovering and
promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT
or any of its subcontractors or sub -consultants
ARTICLE VII
OWNERSHIP OF DOCUMENTS
All documents prepared or furnished by the CONSULTANT (and CONSULTANT's
subcontractors or subconsultants) pursuant to this Second Amendment are instruments of service
and shall become the property of the OWNER upon the termination of this Second Amendment
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 Second Amendment in another project or for other purposes than
specified herein any of the information or materials developed pursuant to this Second Amendment,
CONSULTANT is released from any and all liability relating to their use in that project
ARTICLE VIII
INDEPENDENT CONTRACTOR
CONSULTANT shall provide services to OWNER as an independent contractor, not as an
employee of the OWNER CONSULTANT shall not have or claim any right ansing from
employee status
ARTICLE IX
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 hunted 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, resulting from the negligent acts or omissions of the
CONSULTANT or its officers, shareholders, agents, attorneys and employees in the execution,
operation, or performance of this Second Amendment
Nothing in this Second Amendment shall be construed to create a liability to any person who
is not a party to this Second Amendment and nothing herem 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
Second Amendment, including the defense of governmental immunity, which defenses are hereby
expressly reserved
C�WlrvoowW�MwlA Page 5 of 11
ARTICLE X
INSURANCE
During the performance of the Services under this Second Amendment, 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 Carriers of at least an "A-" or above
A Comprehensive General Liability Insurance with bodily injury limits of not less than
$500,000 for each occurrence and not less than $500,000 in the aggregate, and with property
damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the
aggregate
B Automobile Liability Insurance with bodily mlury limits of not less than $500,000 for each
person and not less than $500,000 for each accident and with property damage hunts 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 hunts of not less than $100,000 for each accident
D Professional Liability Insurance with limits of not less than $2,000,000 annual aggregate
E CONSULTANT shall furimsh insurance certificates or insurance policies at the OWNER's
request to evidence such coverages The insurance policies shall name the OWNER as an
additional insured on all such policies to the extent that is legally possible, and shall contain a
provision that such insurance shall not be cancelled or modified without thirty (30) days prior
written notice to OWNER and CONSULTANT In such event, the CONSULTANT shall,
prior to the effective date of the change or cancellation of coverage, deliver copies of any
such substitute policies, furnishing at least the same policy limits and coverage, to OWNER
ARTICLE XI
ARBITRATION AND ALTERNATE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this Second Amendment by subimttmg 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 Second Amendment
involving one party's disagreement may include the other party to the disagreement without the
other's approval
ARTICLE XII
TERMINATION OF AGREEMENT
A Notwithstanding any other provision of tlus Second Amendment, either party may terminate
this Second Amendment by providing thirty- (30) days advance written notice to the other
party
B This Second Amendment may alternatively be terminated in whole or in part in the event of
C�WPIUOW�MWd. Page 6 of h l
either party substantially failing to fulfill its obligations under this Second Amendment No
such termination will be effected unless the other party is given (1) written notice (delivered
by certified mail, return receipt requested) of intent to terminate and setting forth the reasons
specifying the 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 the Second Amendment is terminated prior to completion of the services to be provided
hereunder, CONSULTANT shall munediately 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 Second Amendment 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 Second Amendment
to the OWNER on or before the date of termination, but may maintain copies of such
documents for its files
ARTICLE 31II
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
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 tins Second Amendment, 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 CONSULTANT, its principals, officers, employees, agents, subcontractors, and
sub -consultants
ARTICLE)(IV
NOTICES
All notices, communications, and reports required or permitted under tins Second
Amendment 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 herem
C�feMPCtlRMwl4 Page 7 of 11
To CONSULTANT
Camp Dresser & McKee Inc
Attn Randy R Rogers, Vice President
8140 Walnut Hill Lane, Suite 1000
Dallas, Texas75231
Fax (214-987-2017)
To OWNER
City of Denton, Texas
Michael A Conduff, City Manager
215 East McKinney
Denton, Texas 76201
Fax (940)349-8596
All notices under this Second Amendment shall be effective upon their actual receipt by the
party to whom such notice is given, or three (3) days after mailing of the notice, whichever event
shall first occur
ARTICLE XV
ENTIRE AGREEMENT
Tlus Second Amendment, consisting of eleven (11) pages and two (2) attachments
(Attachments "A" and "B") constitutes 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 Second Amendment
ARTICLE XVI
SEVERABILITY
If any provision of this Second Amendment 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 Second Amendment, and shall not cause the remainder to be invalid or unenforceable In such
event, the parties shall reform this Second Amendment, 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 XVII
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
ARTICLE XVIII
DISCRIMINATION PRO]
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
G\WWUDWYQBl. &MNtJ Page 8 of 11
ARTICLE XIX
PERSONNEL
A CONSULTANT represents that it has or will secure at its own expense all personnel required
to perform all the services required under tlus Second Amendment 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 Second Amendment
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 tlus Second
Amendment, shall be qualified, and shall be authorized and permitted under state and local
laws to perform such services
ARTICLE XX
ASSIGNABILITY
The CONSULTANT shall not assign any interest in this Second Amendment and shall not
transfer any interest in tlus Second Amendment (whether by assignment, novation or otherwise)
without the prior written consent of the OWNER CONSULTANT shall promptly notify OWNER
of any change of its name as well as of any significant change in its corporate structure or in its
operations
ARTICLE XXI
MODIFICATION
No waiver or modification of this Second Amendment 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 arising between the parties hereto out of or affecting this Second
Amendment, or the rights or obligations of the parties hereunder, unless such waiver or
modification is in writing, duty executed The parties further agree that the provisions of this
Article will not be waived unless as herein set forth
ARTICLE XXII
MISCELLANEOUS
A The following attachment is attached to, incorporated within, and is made a part of this
Second Amendment for all purposes pertinent
Attachment "A" — Scope of Work (the schedules)
Attachment `S" — Duties, Responsibilities and Linutations of Authority of the RPR
B CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after the
final payment made by OWNER under this Second Amendment, have access to and the right
to examine any directly pertinent books, documents, papers and records of the
CONSULTANT involving transactions relating to tlus Second Amendment
OWPI WS\TEMACURMbld Page 9 of 11
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 Second Amendment shall lie exclusively in
Denton County, Texas This Second Amendment shall be governed by and construed in
accordance with the laws of the State of Texas
D For purposes of tlus Second Amendment, the parties agree that the key persons who will
perform most of the work under this Second Amendment shall be Al Sun, P E , Vice
President and Project Manager and Randy Rogers P E , Vice President of CONSULTANT
This Second Amendment has been entered into with the understanding that the above -stated
employees of CONSULTANT shall perform all or a significant portion of the work on the
Project Any proposed changes regarding change of personnel, requested by
CONSULTANT, respecting one or more of the two (2) above -stated employees, shall be
subject to the approval of the OWNER, which approval the OWNER shall not unreasonably
withhold Nothing herein shall lmut CONSULTANT from using other quahfied and
competent members of its firm to perform the other incidental services required herein, under
its supervision or control
E CONSULTANT shall commence, cant' 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 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 Second Amendment 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 Second Amendment are for informational purposes only and shall not in
any way affect the substantive terms or conditions of this Second Amendment
IN WITNESS WHEREOF, the City of Denton, Texas has executed tlus Second Amendment
in four (4) original counterparts, by and through its duly-authonzed City Manager, and
CONSULTANT has executed this Spcond Amendmenby and through its duly-authonzed
undersigned officer on this the 2.�, —lX day of I 72O rf2Q� , 2001
CNWw Wffi mbll Page 10 of 11
"OWNER"
CITY OF DENTON, TEXAS
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
BERBERT L PROUTY, CITY ATTORNEY
By
"CONSULTANT"
CAMP DRESSER & MCKEE, INC
BY
10Ile�
ATTEST
By ' 1 an.tnr ) . �j w
Assistant Secretary— Karin J. Marcaccio
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Gra�w�.Mm Page 11 of 11