Loading...
HomeMy WebLinkAbout2000-411ORDINANCE NO c2oco - 4 11 AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH MONTGOMERY WATSON AMERICAS, INC FOR ENGINEERING SERVICES PERTAINING TO THE LAKE LEWISVILLE WATER TREATMENT PLANT SCADA SYSTEM, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council deems it in the public interest to engage Montgomery Watson Americas, Inc, a Cahforma Corporation ("MWA"), with offices in Fort Worth, Texas, to provide professional engineering services to the City as a System integrator pertaining to the design of, the preparation of construction plans and specifications for, and the performance of related construction phase services for the first two phases of the automation of the Lake Lewisville Water Treatment Plant Supervisory Controlled And Data Acquisition ("SCADA') System Specifically, the two phases of the project will consist of computer hardware, software, installation, training, hardware maintenance, software maintenance, and ongoing software support necessary for the full operation of the Lake Lewisville Water Treatment Plant SCADA System, and WHEREAS, the City staff has reported to the City Council that there is a substantial need for the above -described professional engineering services, and that limited City staff cannot adequately perform the services and tasks with its own personnel, and WHEREAS, the City staff, in order to better evaluate its needs for the project, and in order to determine the most competent, knowledgeable, and qualified professional engineering firm available, issued a Request for Information ("RFI"), and thereafter a Request for Sealed Proposal ("RFSP") No 2550, due on July 25, 2000, was issued to several of the top selected candidates, and following the evaluation of the responses to such RFSP, City staff determined and recommended that MWA should be selected, having met the requirements of Chapter 2254 of the Texas Government Code, and WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional Services Procurement Act", generally provides that a City may not select a provider of professional services on the basis of competitive bids, but must select the provider on the basis of the provider's demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price, and WHEREAS, the City's procurement of professional engineering services and related supporting supplies and materials provided by MWA in connection with the above referred to professional services, are additionally exempt from the requirements of the State competitive bidding law and pursuant to the City of Denton Code of Ordinances as a "high technology procurement" as permitted by Section 252 021( c) of the Texas Local Government Code, as City staff has utilized the competitive sealed proposal procedure WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the professional engineering services, as set forth in the Professional Services Agreement, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1 That the recitations contained in the foregoing Preamble to this ordinance are true and correct and the same are incorporated by reference herewith SECTION 2 That the City Manager is hereby authorized to execute a Professional Services Agreement with Montgomery Watson Americas, Inc for professional engineering services pertaining to the Lake Lewisville Water Treatment Plant SCADA System for the City of Denton, Texas, in substantially the form of the Professional Services Agreement attached hereto and incorporated herewith by reference SECTION 3 That the award of this Agreement by the City is on the basis of the demonstrated competence, knowledge, and qualifications of MWA and the ability of MWA to perform the services needed by the City for a fair and reasonable price SECTION 4 That the expenditure of funds as provided in the attached Professional Services Agreement is hereby authorized SECTION 5 That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the ?)ql day of lto✓ern ei- 2000 EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY By APPR ED AS O LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY By S \Our kDoculeents\0rdinanc \0 \Mon gomery Watson Americas Inc PSA Lake Lewisville Wtr Ttmt SCADA ord doe STATE OF TEXAS COUNTY OF DENTON PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES PERTAINING TO THE DESIGN OF, THE PREPARATION OF CONSTRUCTION PLANS AND SPECIFICATIONS FOR, AND THE PERFORMANCE OF RELATED CONSTRUCTION PHASE SERVICES FOR THECITY OF DENTON LAKE LEWISVILLE WATER TREATMENT PLANT SCADA SYSTEM , HIS AGREEMENT is made and entered into as of the It —day of �/ h`7l l,`y"M 2000, 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'S and Montgomery Watson Americas, Inc, a California Corporation, with its offices at 7601 Flagstone, Fort Worth, Texas 76118 (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 ARTICLE T EMPLOYMENT OF CONSULTANT The OWNER hereby contracts with CONSULTANT, as an independent contractor, and the CONSULTANT hereby agrees to perform the services herein in connection with the Project as stated in the Articles to follow, with diligence and in accordance with the professional standards customarily obtained for such services in the State of Texas The professional services set forth herein are in connection with the following described project (the "Project") Professional engineering services pertaining to the design of, the preparation of construction plans and specifications for, the acquisition of high technology equipment, the performance of related construction phase services, and general representation of he City during construction for the Instrumentation and Control Project for the Lake Lewisville Water Treatment Plant ARTICLE IT SCOPE OF SERVICES The CONSULTANT shall perform the following Basic Services in a professional manner A To perform those professional services as set forth in the "Scope of Services for Lake Lewisville Water Production Plant, Instrumentation and Control Project," Phase I --- SCADA System and Phase II --- Backwash Filter Automation" dated October 2000, and prepared by CONSULTANT for OWNER, which document is attached hereto as Exhibit "A," and is incorporated herein by reference, which document is comprised of, and subdivided into the following sections S bur men4lCouVxY\ an1{o WaY Mn a I= PSA UMM116 Wt T 1SCADAtloc Page 1 of 11 Phase I — SCADA System 1 Project Management 2 Engineering Services 3 SCADA System Equipment 4 System Training 5 Maintenance and Warranty Services Phase II — Backwash Filter Automation Project Management Engineering Services Backwash Filter Equipment System Training Maintenance and Warranty Services B If there is any conflict, or if any conflict arises between the terms of tlus Agreement and Exhibit "A" attached to this Agreement, the terms and conditions of tlus Agreement shall control over the terms and conditions of the Exhibit ARTICLE ITT 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 II above, shall be later agreed -upon by OWNER and CONSULTANT, who shall determine, in writing, the scope of such additional services, the amount of compensation for such additional services, and other essential terms pertaining to the provision of such additional services by the CONSULTANT ARTTC T.F. TV PERIOD OF SERVICE This Agreement shall become effective upon execution by the OWNER and the CONSULTANT and upon the issuance of a notice to proceed by the OWNER, and shall remain in force and effect for the period which may reasonably be required for the completion of the Project, including Additional Services, if any, and any required extensions approved by the OWNER This Agreement may be sooner temnnated 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 for Utilities, or his designee \7 111C•lw�� • P • A COMPENSATION TERMS 1 "Expense" is defined as those expenses, if any, incurred by CONSULTANT in the employment of others in outside firms, for services in the area of professional engineering, or related services Any subcontractor or subconsultant billing reasonably incurred by the CONSULTANT in connection with the Project shall be invoiced to S\Om Documevu\CvvUocu\llNMvnWmmy WWY Amanou Ivc PSA Lewlw k WWI. SCA XA Page 2 of 11 OWNER at the actual cost plus ten percent 2 "Direct Non -Labor Expense" is defined as that expense, based upon actual cost, for any out-of-pocket expense reasonably incurred by the CONSULTANT in the performance of this Agreement for long distance telephone charges, telecopy charges, messenger services, printing and reproduction expenses, out-of-pocket expenses for purchased computer time, prudently incurred travel expenses related to the work on the Project, and similar incidental expenses incurred in connection with the Project B BILLING AND PAYMENT For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay CONSULTANT, based upon the satisfactory completion of the Basic Services tasks set forth in the Scope of Services as shown in Article II above, as follows 1 CONSULTANT shall perform its work on this Project in accordance with the provisions of those tasks that are described as set forth in Exhibit A - "Scope of Services" attached hereto and incorporated herewith by reference CONSULTANT shall perform the said professional services substantially in accordance with the "Project Schedule" as set forth in Exhibit B that is attached hereto and incorporated herewith by reference CONSULTANT shall be paid for services rendered to OWNER pursuant to this Agreement on the basis set forth in the "Schedule of Fees" in Exhibit C, billed monthly CONSULTANT shall bill based on percent complete for each task OWNER agrees to pay to CONSULTANT for its professional services performed, for its Subcontractor Expense, Equipment Expenses, and for its Direct Non -Labor, out -of pocket expenses incurred in the Project, a total lump -sum amount of fees and expenses of Three Hundred Fifteen Thousand Two Hundred Twenty - Seven and No/100 Dollars ($315,227 00) 2 Partial payments to the CONSULTANT will be made monthly in accordance with the statements reflecting the actual completion of the Basic Services, rendered to and approved by the OWNER through its Assistant City Manager for Utilities, or his designee However, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered The OWNER may withhold the final ten (10%) percent of the above total lump -sum amount of fees and expenses until satisfactory completion of the Project by the CONSULTANT If completion of this Agreement is prevented or impacted in any material manner by the OWNER failing to meet the requirements of Article VI of this Agreement, then the CONSULTANT may request disbursement to it of the final ten percent 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 tune 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 S Wur OxumenYMnotrrtY\WlMaolpmery Wa mAm MIon PS UMM110 WV kSCA &A Page 3 of 11 payments by the OWNER for any charge, expense or reimbursement above the not -to -exceed amount as stated heremabove, without first having obtained the prior written authorization from the OWNER CONSULTANT shall not proceed to perform any services to be later provided for under Article III "Additional Services" without first obtaining prior written authorization from the OWNER C ADDITIONAL SERVICES For additional services authorized in writing by the OWNER in Article III heremabove, CONSULTANT shall be paid based on a to -be -agreed -upon Schedule of Charges Payments for additional services shall be due and payable upon submission by the CONSULTANT, and shall be in accordance with Article V B heremabove Statements for Basic Services and any additional services shall be submitted to OWNER no more frequently than once monthly D PAYMENT If the OWNER fails to make payments due the CONSULTANT for services and expenses within sixty (60) days after receipt of the CONSULTANT'S undisputed statement thereof, the amounts due the CONSULTANT will be increased by the rate of one percent (1%) per month from and after the said sixtieth (60th) day, and in addition, thereafter, the CONSULTANT may, after giving ten (10) days written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full for all amounts then due and owing, and not disputed by OWNER, for services, expenses and charges Provided, however, nothing herein shall require the OWNER to pay the late charge of one percent (1%) per month as set forth herein, if the OWNER reasonably determmes 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 �:�rr•t��v The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the OWNER at the Lake Lewisville Water Production Plant site ARTICLE VTT RESPONSIBILTIES OF OWNER The completion of this Project requires several requirements to be completed by the OWNER These requirements are critical to the completion of the Project and in meeting the schedule set forth in Exhibit B The following items are the responsibility of the OWNER 1 For Phase I of the Project, all equipment installation, wiring and conduit requirements for installation and operation of equipment, connection of all wires for a fully operational SCADA system, panel installation, console purchase and installation, computer purchase and installation, and any other construction requirements for the complete installation of the SCADA system This includes but is not bruited to all items identified in the CONSULTANT'S proposal under Item 4 - Proposed Level of Utilization 5 wue Wauou pmaieu Inc PSR Lew mle WV T0o16C &D Page 4 of 11 2 For Phase H of the Project, all equipment installation, wrong and conduit requirements for installation and operation of equipment, connection of all wires for a fully operational Backwash Filter Automation system, backwash filter panel (eight total) and console modifications, level transmitter purchase and installation, and any other construction requirements for the complete installation of the backwash filter automation system 3 Attendance at factory tests for all constructed panels to provide acceptance 4 Acceptance of all responsibility of equipment upon delivery to the OWNER 5 Secured storage of equipment upon delivery to the Project site 6 Any delay in schedule caused by the OWNER that affects the overall completion date of the Project will result in a reasonable extension of this Agreement and compensation to the CONSULTANT for any additional expenses incurred in the areas of labor, direct expenses and indirect expenses These costs shall be negotiated in good faith by the OWNER and CONSULTANT and shall be added to this Agreement by appropriate change order and/or amendment Delays include and are not limited to incomplete information on the verification process for development of software, failure to finish system construction in the scheduled time, and lack of access to the Project plant site ARTICLE VTTT OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and any of 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 CONSULTANT is entitled to retain copies of all such documents The documents prepared and finnished by the CONSULTANT are intended only to be applicable to this Project and OWNER'S use of these documents in other projects shall beat OWNER's sole risk and expense hi the event OWNER uses the Agreement in another project or for other purposes than those purposes specified herem, regarding any of the information or materials developed pursuant to this Agreement, CONSULTANT shall be released from any and all liability relating to their use in that project ARTICLE TX INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER CONSULTANT shall not have or claim any right ansmg from employee status ARTICLE X INDEMNITY AGREEMENT The CONSULTANT shall indemnify and save and hold harmless the OWNER and its officials, officers, agents, attorneys and employees from and against any and all liability, claims, demands, damages, losses and expenses, including but not limited to court costs and reasonable attorney fees incurred by the OWNER, and including without limitation damages for bodily and personal injury, death, or property damage, to the extent caused by the negligent acts or omissions of the CONSULTANT or its officers, shareholders, agents, subcontractors, subconsultants, attorneys, and/or employees in the execution, operation, or performance of tlus Agreement Nothing in this Agreement shall be construed to create a liability to any person who is not a s ow Ncmau�YecuwTMonWmw Wn n Mcumc PSaLamincwv two aM&o Page 5 of 11 party to this Agreement and nothing herem shall waive any of the parties' defenses, whether at law or in 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 by the parties hereto :NMrsim During the performance of the Basic Services and any Additional Services performable 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 Commercial General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $1,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate B Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident and with property damage limits for not less than $100,000 for each accident C Worker's Compensation Insurance in accordance with statutory requirements and Employer's Liability Insurance with limits of not less than $100,000 for each accident D Professional Liability Insurance with limits of not less than $500,000 annual aggregate E CONSULTANT shall furnish insurance certificates or insurance policies to the OWNER to evidence such insurance coverage The Commercial General Liability and the Automobile Liability insurance policies shall name the OWNER as an additional insured on all such policies to the extent that is legally possible, and such policies shall contain a provision that such insurance shall not be cancelled or modified without at least thirty (30) days prior written notice to OWNER and CONSULTANT In such event, the CONSULTANT shall, prior to the effective date of the change or cancellation of coverage, deliver copies of any such substitute policies, furnishing at least the same policy limits and coverage, to OWNER ARTICLE XTT ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under tlus Agreement by submitting the dispute to arbitration or other means of alternate dispute resolution such as mediation No arbitration or alternate dispute resolution ansmg out of or relating to, this Agreement involving one parry's disagreement may include the other party to the disagreement without the other's approval A Notwithstanding any other provision of tlus Agreement, either party may terminate this Agreement by providing thirty (30) days advance written notice to the other party hereto S\OurD umenMUnttxWOV 00tVMM WO=MmuuN PSA La Mlu WV tSC Atl Page 6 of 11 B This Agreement may alternatively be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement No such termination will be effected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to temunate and setting forth the reasons specifying the nonperformance or other reason(s), and not less than thirty (30) calendar days to cure the failure, and (2) an opportunity for consultation with the terminating party prior to termination C If this Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services upon receipt of the written notice of termination from OWNER, and shall render a final bill for services to the OWNER within twenty (20) days after the date of termination The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed, and for reimbursable expenses prior to notice of termination being received by CONSULTANT, in accordance with Article V of this Agreement Should the OWNER subsequently contract with a new consultant for any continuation of services on this Project, CONSULTANT shall cooperate in providing information to the OWNER and to the new consultant, when reasonably requested by OWNER to do so 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 f irrushed by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its files ARTICLE XTV 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 subconsultants ARTICLE XV NOTICES All notices, communications, and reports required or permitted under tlis Agreement shall be personally delivered to, or telecopied to, or mailed to the respective parties by depositing same in the United States mail at the addresses shown below, postage prepaid, certified mail, return receipt requested, unless otherwise specified herem SWuW ummY nVPoO\W. UtSMM W+inn Ammcu Inc PSG Lemmlln WU Tint SCA kA Page 7 of 11 To CONSULTANT Montgomery Watson Americas, Inc Andrew T Cronberg, Business Unit Manager 7601 Flagstone Fort Worth, Texas 76118 Fax (817)284-7693 To OWNER City of Denton, Texas Michael W Jez, City Manager 215 East McKinney Denton, Texas 76201 Fax (940)349-8596 All notices given under this Agreement shall be effective upon their actual receipt by the party to whom such notice is given ARTICLE XVT ENTIRE AGREEMENT This Agreement consisting of eleven (11) pages and three (3) Exhibits constitute the complete and final expression of the Agreement of the parties and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, understandings, and agreements which may have been made in connection with the subject matter of this Agreement 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 this Agreement, to the extent reasonably possible, to replace such stricken provision with a valid and enforceable provision wluch comes as close as possible to expressing the original intentions of the parties respecting any such stricken provision ARTICLE XVTTT COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, local laws, rules, regulations, and ordinances applicable to the work performed by CONSULTANT hereunder, as they may now read or as they may hereafter be amended I• 03 I 11 LI&T4 I (010"wei IV 11.1• In perfomung 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 A CONSULTANT represents that it has or will secure at its own expense all personnel required Swu/Wa A .. I., esA U.11e WV TOol ec.in i. Page 8 of 11 to perform all the services required under this Agreement Such personnel shall not be employees or officers of, nor have any contractual relations with the OWNER CONSULTANT shall immediately mform 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 applicable State and local laws to perform such services ARTTCT.F. XXT ASSIGNABILITY The CONSULTANT shall not assign any interest in this Agreement and shall not transfer any interest in this Agreement (whether by assignment, novation or otherwise) without the prior written consent of the OWNER CONSULTANT shall promptly notify OWNER in writing of any change of its name as well as of any significant change in its corporate structure or in its operations ARTICLE XXTI 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 arising 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 ARTICI E XXITT MISCELLANEOUS A The following Exhibits are attached to, incorporated herewith by reference, and are made a part of this Agreement for all purposes pertinent Exhibit "A" — "Scope of Services" Exhibit `B" —"Project Schedule" Exhibit "C" — "Schedule of Fees" B CONSULTANT agrees that OWNER shall, until the expiration of four (4) years after the final payment made by OWNER under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of CONSULTANT involving transactions relating to this Agreement CONSULTANT agrees that OWNER shall have access during normal working hours to 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 s Wm Oo<um<uuMnpweu\4NMovµwnaY w<Imn Ammon Inc nA Lemm11< wutw'sC XD Page 9 of 11 C Venue of any suit or cause of action under this Agreement shall he 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 Project Manager shall be Andrew Cronberg, Principal, and the key person who will perform, lead, and direct most of the work for the Project Team will be Pete Langraff, Project Engineer This Agreement has been entered into with the understanding, expectation, and the OWNER's reliance, that the above - stated employees of CONSULTANT shall perform all or a significant portion of the work on the Project Any proposed changes regarding the change of the Project Manager or other key personnel, requested by CONSULTANT, respecting one or more of the above -stated employees, shall be subject to the approval of the OWNER, which approval the OWNER shall not unreasonably withhold Nothing herein shall limit CONSULTANT from using other qualified and competent members of its firm to perform the other incidental services required herein, under its supervision or control E CONSULTANT shall commence, carry on, and complete its work on the Project with all applicable dispatch, and in a sound, economical, efficient manner, and in accordance with the provisions hereof In accomplishing the Project, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with any related work being 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 further inquiry or investigation into such information G The captions of this Agreement are for informational purposes only and shall not in any way affect the substantive terms or conditions of this Agreement IN WITNESS WHEREOF, the OWNER, 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 ecuted this Agre ent by any} -through its duly authorized undersigned officer on this the day of e 12000 "OWNER" CITY OF DENTON, TEXAS A Texas Municipal Corporation By Michael Jez, & Manager 5 WwoacwnmMconw[uwovAwpmmy We nAm wInc PS L..n 11. WOT t8C kA Page 10 of 11 ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY By O�UA ATTEST "CONSULTANT" MONTGOMERY WATSON AMERICAS, INC A California Corporation Ra �d „ORIGINAL S WueP umenegC =Y\WNinNgomq WMM"Men Inc PSA Leuarvllle WV Ten SCA dbe Page 11 of 11 EXHIBIT A SCOPE OF SERVICES For Lake Lewisville Water Production Plant City of Denton, Water Utility Instrumentation and Control Project Phase I - SCADA System PROJECT DESCRIPTION The scope of work to be provided by Montgomery Watson Americas, Inc ("Montgomery Watson") includes all engineering services for the replacement of segments of the existing SCADA system for the Lake Lewisville Water Production Plant Included are the Lake Lewisville Raw Water Pumping Station, McKenna Park Pump Station, Lake Lewisville Treatment Plant High Service Pumps and the High School and Peach Street elevated tanks The purchase and supply of SCADA equipment is also included in this Project Process variables and analyzer signals located in the Water Treatment Plant Control Room shall also be added to the new system Additional Exhibits 1 Exhibit B —Project Schedule 2 Exhibit C — Schedule of Fees 3 Exhibit D - Water Production SCADA System, Block Diagram This scope of work is divided into five primary Tasks Task 1 Project Management Task 2 Engineering Services Task 3 SCADA System Equipment Task 4 System Training Task 5 Maintenance and Warranty Services TASK 1— PROJECT MANAGEMENT Project Management shall include the following major tasks and sub -tasks Task lA Project Management 1 Mobilization of team personnel and conduct initial meeting with Denton utility staff The Engineer shall coordinate with Denton utility the initial kick-off meeting This meeting Exhibit A Page 1 of 10 shall include key members of the Project Team and Denton utility Agenda items shall include • Communication issues • Project Scope • Project Schedule • Meeting formats • Deliverables • Data sources • Data Structures for deliverables • Data Retrieval Coordination 2 Provide general Project administration throughout duration of the project 3 Provide for procurement of all equipment and subcontracting requirements Task 1B Project Schedule 1 Develop and maintain a Project schedule Identify milestones and transition points 2 Update schedule on every other month meeting basis TASK 2 - ENGINEERING SERVICES Engineering services are provided throughout the Agreement and include design, software development, and construction services The tasks are as follows Task 2A — SCADA System Design Services 1 Montgomery Watson shall provide termination drawings for existing UO to be connected to the system PLC/RTU equipment The termination drawings are to be used by the City's electrical staff to connect all field devices, power circuits and communication lines to the new SCADA equipment Montgomery Watson shall provide on -site assistance during the installation of this equipment 2 After field termination is complete Montgomery Watson shall test and start-up the PLC programs Any programs shall be modified to correct any areas that do not meet the design criteria 3 Montgomery Watson shall provide cabling and communication diagrams for connecting Workstation computers, printers, modems, converters and communication room equipment Exhibit A Page 2 of 10 Task 2B - High Service PLC Program Montgomery Watson shall design the PLC for the High Service Pump Station to remotely control the finish pumps and discharge valves, monitor existing feed rates, tank levels and process variables and process statuses Task 2C - Lake Lewisville Raw Water Pump Station PLC Program Montgomery Watson shall design the PLC for the Raw Water Pump Station to remotely control the pumps and valves, dosage feed the potassium permanganate and monitor existing process variables and process statuses Task 2D - McKenna Park Booster Pump Station PLC/RTU Montgomery Watson shall design the PLC for the McKenna Park Booster Pump Station to remotely control the booster pumps and valves, dosage feed the chlorine and monitor existing process variables and process statuses Task 2E - Screens, logging, reports, trends Montgomery Watson shall configure the Workstations, Printers and prepare the Water Production Summary Report and computer screens for the following plant supervisory review and plant processes for the complete system Screens 1 Level 1 (three screens) — plant overview 2 Level 2 (four screens) — plant process areas 3 Level 3 — process or site specific • Raw Water PS (one screen) • McKenna PS (one screen) • Chemical Feed (one screen) • Operating Process Data (two screens) • Elevated Tanks (two screens) • High Service Pump Station (one screen) • Finish Water (one screen) • Clearwell (one screen) • Electric Power (two screens) TASK 3 - SCADA SYSTEM EQUIPMENT Task 3A - Control Center Hardware The City of Denton will be supplying and installing the operator console and computer equipment for the Control Center These computers shall be Dell Precision Workstation 420's Exhibit A Page 3 of 10 configured in a hot -backup configuration for use as Operator Workstations The City of Denton shall also supply and install HP LaserJet Printers to be used for recording alarms and report generation These workstations, printers and Ethernet switches will be connected with a UPS capable of two-hour emergency operation Montgomery Watson shall provide three UPS'S for back-up power to keep the plant SCADA system operational One UPS shall provide back-up power to the SCADA Node Workstation and the Color Report Printer Another UPS shall be used to keep the SCADA Client Node Workstation and the Alarm Printer provided with back-up power The third UPS shall provide power to the Ethernet switch and any other associated communication equipment Both of the Workstations shall have SCADA node capabilities, one shall be primary SCADA node, and the other shall be SCADA client and backup SCADA node The Operator Workstation shall include the RS-485, RS-232, Network interfaces and fiber optic converter to communicate with the RTU/PLCs, analyzers, monitors and network switch This equipment will be designed to be housed in an Evans Console per City specifications Task 3B - High Service PLC/RTU A new High Service PLC/RTU with enclosure shall be provided to interface to the existing I/O in the pump room and the process variables and analyzer signals in the Control Room The new PLC/RTU shall be located in the pump room on the Southwest wall opposite the chlorine room The new PLC/RTU shall be a Control Microsystems SCADAPak Included in the enclosure shall be the leased -line modems for the remote communications with the Lake Lewisville Raw Water and McKenna Park Pump Stations A fiber optic converter shall be provided for communications to the Operator Workstations The PLC, modems and converter shall be mounted and prewired with power supply, UPS, circuit breaker and fused terminal The existing High Service RTU enclosure shall be used as a marshaling panel A new subpanel with new terminal blocks shall be provided for connecting new wiring to existing wrong Task 3C - Lake Lewisville Raw Water Pump Station PLC/RTU A new PLC/RTU shall be provided for interfacing existing field UO at the Lake Lewisville Raw Water Pump Station The existing enclosure shall be used A lease -line modem shall be provided for communication to the Operator Workstations The PLC and modems shall be mounted and prewired to a new subpanel with power supply, UPS, circuit breaker and fused terminal Task 3D - McKenna Park Booster Pump Station PLC/RTU A new PLC/RTU with enclosure shall be provided for interfacing existing field UO at McKenna Park Booster Pump Station The PLC and modems shall be mounted and prewired to a new subpanel with power supply, UPS, circuit breaker and fused terminal This enclosure should be installed between the two existing control panels Task 3E - Spare Parts and PLC Programming Software One spare module for each type of Control Microsystem component shall be provided Control Microsystems TelePac Ladder Logic programming software shall be provided Exhibit A Page 4 of 10 Task 3F - Equipment Warranty All equipment provided shall have a one-year warranty from date of start-up Maintenance replacement of warranted equipment is described in the Maintenance and Warranty section TASK 4 - SYSTEM TRAINING Montgomery Watson shall prepare a training class for operators and maintenance personnel for the use of the new SCADA system Included in the course will be training materials and specific software handbooks Task 4A — Training 1 Montgomery Watson shall provide operations and maintenance training on the new SCADA system The operations training shall consist of an operator's orientation class that shall explain the features of the system The class shall be four hours long for up to eight students 2 The maintenance training shall consist of a class on PLC programming and HMI software configuration The PLC program class shall review the specific PLC programs developed for this Project The HMI configuration class shall review the specific database and screens developed for this Project This class shall be eight hours for up to six students Task 4B - Manuals 1 Montgomery Watson shall provide Operation and Maintenance manuals for the new SCADA system Six sets of manuals shall be furnished The operations manual shall explain the features of the system This manual shall include printed copies and written descriptions of the specific screens developed for this Project 2 The maintenance manual shall include sections on both hardware and software The hardware section shall include a copy of the PLC manufacturer's maintenance manual and a copy of all drawings furnished with the Project The software section shall include annotated copies of the PLC programs and complete descriptions of the HMI software configuration TASK 5 - MAINTENANCE AND WARRANTY SERVICES Montgomery Watson shall provide on -site warranty service for one year after final acceptance The on -site service shall include up to twelve days, three days per quarter The twelve days may include required and requested programming changes or warranty replacement If the twelve days are not used for warranty items, the City may request the remaining days be used for additional training or for system enhancements Exhibit A Page 5 of 10 Phase II - Backwash Filter Automation PROJECT DESCRIPTION The Project consists of providing equipment and services to automate the sixteen (16) filters at the City of Denton's Lake Lewisville Water Treatment Plant ("WTP") The new equipment shall provide automatic backwash sequencing of the filters, influent channel level control, filter rate of flow control, filter head loss monitoring, filter turbidity monitoring, individual filter level and backwash rate of flow control One new PLC per filter console (eight total) and a master auto/manual switch shall be installed for each filter (sixteen total) The auto/manual switch shall allow the existing hand control switches or the new PLC to control the filter valves Each filter PLC shall include an automatic backwash sequence The backwash flow signal and pump control shall be connected only to PLC 1 This PLC shall transmit the flow signal to the other PLCs and receive backwash pump run commands from the individual PLC sequences The existing backwash flow indicators on the filter consoles shall remain in service The two existing influent channel level transmitters shall be wired to the PLCs for console one and console eight These two PLCs shall perform a level control algorithm and shall digitally transmit a filter rate of flow setpomt to the PLCs for filters one through eight and nine through sixteen respectively The individual filter PLCs shall control the effluent rate of flow The existing level and flow indicating controllers shall remain but will be utilized for indicating only The new PLCs and the existing Hach turbidity analyzers shall be connected to a computer for filter monitoring and control The City of Denton shall provide the existing Intellution HMI development, run time software license and the computer for the system The software shall be configured to communicate with turbidity analyzers and the PLCs and graphic screens developed to show a filter overview and detail screens for each filter This scope of work is divided into five primary Tasks Task 1 Project Management Task 2 Engineering Services Task 3 Backwash Filter Equipment Task 4 System Training Task 5 Maintenance and Warranty Services TASK 1 — PROJECT MANAGEMENT Project Management shall include the following major tasks and sub -tasks Task lA Project Management Exhibit A Page 6 of 10 Mobilization of team personnel and conduct initial meeting with Denton utility staff The Engineer shall coordinate the initial kick-off meeting with Denton Municipal Utilities ("DMU") This meeting shall include key members of the Project Team and DMU Agenda items shall include • Communication issues • Project Scope • Project Schedule • Meeting formats • Deliverables • Data sources • Data Structures for deliverables • Data Retrieval Coordination 2 Provide general project administration throughout duration of the Project Task 1B Project Schedule Develop and maintain a Project schedule Identify milestones and transition points Update schedule on every other month meeting basis TASK 2 - ENGINEERING SERVICES Engineering services are provided throughout the Agreement, and include design, software development and construction services The tasks are as follows Task 2A - Design Services Montgomery Watson shall provide engineering services to furnish design drawings for the filter automation project All drawings shall be furnished in an electronic format with six C-size final hard copies The following drawings shall be furnished • Filter P&IDs • Filter control wrong schematics • Communications wiring diagram • Filter console equipment mounting details Task 2B. - Software Programming and Configuration Services Montgomery Watson shall provide PLC programming and HMI software configuration services for a complete and operable filter automation system All programming and configuration shall be fully documented Exhibit A Page 7 of 10 2 The PLC programs shall include the following A Filter influent channel level control (PLC one and sixteen only) B Filter flow setpomt communications C Filter rate of flow control D Filter head loss monitoring E Filter backwash sequencing F Filter backwash rate of flow control G Backwash pump start/stop control (PLC one only) H Backwash pump required/run communications I Backwash flow monitoring (PLC one only) J Backwash flow rate communications K Filter Level Indication 3 The HMI software configuration shall include the following A Communications interface to the filter PLCs B Communications interface to the existing Hach filter turbidity analyzers C Signal database development D Level 1 (one screen modification) E Level 2 (one screen) — filter overview F Level 3 — detail screens • Filter process screen (sixteen screens) • Filter configuration screen (one screen) • Filter setpomt screen (one screen) • Backwash Return Process (one screen) • Backwash Pump Process (one screen) • Filter trend screen (one screen) 4 Montgomery Watson will provide system programming for two reporting functions A TNRCC monthly reports B Maintenance reports Task 2C - Testing and Start-up Services 1 Montgomery Watson shall provide testing and start-up services to put the filter automation system in operation The tests shall include the 1/0 signal tests (from field devices through the HMI), PLC programs, data communications and HMI screens A record of all tests performed shall be fiimished to the City Montgomery Watson shall note discrepancies of existing equipment for correction by the City of Denton 2 After the testing for each filter has been completed, the filter shall be put into automatic operation Switch over Start-up of each individual filter shall be completed before work on the next filter is begun Exhibit A Page 8 of 10 Task 2D - Work by City of Denton 1 City of Denton electrical staff shall perform all installation work on -site This shall include furnishing conduit, wire, terminations, and miscellaneous materials necessary for the complete installation of the filter automation system 2 City of Denton staff will be required to dismantle the existing control system and prepare the panels for all equipment installation 3 The City of Denton shall supply and install all level transmitters and mounting brackets and associated hardware for proper installation 4 Montgomery Watson shall only provide installation guidance and answers to installation questions on an as -needed basis TASK 3 — BACKWASH FILTER EQUIPMENT Montgomery Watson shall provide for procurement of all equipment and subcontracting requirements This equipment shall be delivered to the Project site Task 3A —System Equipment 1 Montgomery Watson shall furnish the following equipment to the City of Denton for installation at the Lake Lewisville Water Treatment Plant by City of Denton personnel for this Project • 8 Control Microsystems P1-200-01-0-1 - PLC • 8 Control Microsystems 5403 — DI module — 8pt • 10 Control Microsystems 5407 — DO modules — 8 pt • 8 Control Microsystems 5103 — power supply • 8 Control Microsystems ACX-24 — 120V/24V transformer • 16 Auto/Manual hand switches • 2 Black Box FORS — 485 - converters Task 3B - Spare Parts 1 Montgomery Watson shall furnish the following spare parts • 1 Control Microsystems P1-200-01-0-1 -PLC 1 Control Microsystems 5403 — DI module — 8pt • 1 Control Microsystems 5407 — DO modules — 8 pt Exhibit A Page 9 of 10 TASK 4 - SYSTEM TRAINING Montgomery Watson will provide training and manuals for the backwash filter system Task 4A — Training 1 Montgomery Watson shall provide operations and maintenance training on the new filter automation system The operations training shall consist of an operator's orientation class that shall explain the features of the system and how the filters are controlled through the computer The class shall be four hours long for up to eight students 2 The maintenance training shall consist of a class on PLC programming and HMI software configuration The PLC program class shall review the specific PLC programs developed for this Project The HMI configuration class shall review the specific database and screens developed for this project This class shall be eight hours for up to six students 3 The PLC program and HMI configuration class assumes that the students are versed in the basics of the PLC programming and configuration software Basic training for these software packages is available from the manufacturers Task 4B - Manuals 1 Montgomery Watson shall provide Operation and Maintenance manuals for the new filter automation system Six sets of manuals shall be furnished The operations manual shall explain the features of the control system and how the system is controlled through the computer This manual shall include printed copies and written descriptions of the specific screens developed for this Project 2 The maintenance manual shall include sections on both hardware and software The hardware section shall include a copy of the PLC manufacturer's maintenance manual and a copy of all drawings furnished with the Project The software section shall include annotated copies of the PLC programs and complete descriptions of the HMI software configuration TASK 5 - MAINTENANCE AND WARRANTY SERVICES Montgomery Watson shall provide on -site warranty service for one year after final acceptance The on -site service shall include up to six days service The six days may include required and requested programming changes or warranty replacement If the six days are not used for warranty items, the City may request that the remaining days be used for additional training or system enhancements S \Our Documents\Contracts\00\Montgomery Watson Amencas Inc PSA Exhibit A doc Exhibit A Page 10 of 10 City of Denton Water Utllltles New SCADA System Project Schedule EXHIBIT B 11 11 0006-NOTICE TO PROCEED 010 ai0110 KICK OFF MEETINGri!■!!■■■■■■■■■■■■■!■■ 112t .1'.. .• • 0140 CITY REVIEW 0150 60 0160 FINAL PLANS -------i■■■■■■■!!■■!! _ :al.■!■!!!■■■■■!!■■■ ■■■ ■■■ --'.IM!!!■!!■■■■!■■■■■ I('I. ■■■ ■■! ■■■ ■!!!!! !■■■ _11!■■■!■■!■!■■■■ 1 11 . - DELIVERY■l�----��----■■■!!■ 1 1 VERIFY, EXISTING0320 INSTALL CONDUIT AND IWlRE 0330 INSTALL NEW EQUIPMENT IL � ................. 1411 PROGRAMMING----------------��... 0410 RTU PROGRAMMING 0420 . D R - . 0430 • 1. • 1 10450 FINAL DOCUMENTATION ENE ._.__:'■■■■■■!!!!!!!■■ MEN --._ !■!■■■ !!!!!■■■!\!!■■!■!■!!! ■!■■■■■■■■■■-------mom 0510 OPERATION TRAINING 0510 MAINTENANCE TRAINING■!■■!■■■■■■C!!::■■!■!■ 0530 FINAL REVIEW FOR TRAININGMAI■■■■■■■■■■■■■■■■■■'■■ ME .-. .- -1000 ■■■■!■!■■!!■■!■■■!�—� .iL•�'/L']3�■'1:1i■■r�El�5t:1L1tlrii■!'�1:1a NOTICE TO PROCEED '1111 -DESIGN-------i■■■..■.■■■■■■ 1 KICKOFF MEETING■I■ 1 91% SUBMITTAL 1 CITY REVIEW 1150 90% REVIEW MEETING .1 FINAL PLANS 1 FINAL SUBMITTAL ■!■ ■■■!■!!!■ ■■■ ■■■ !■■C'7■■■■■!!■■!■■■■■■ ■!■■M ;';I■!■!■■!■■■■■■■■ ■■■■■I '.I■■■■■■■■!!!!■! ■■■■■■CA■■■■■■■■!■.■■ ..■■■G----Q■■■■!■■■■■ � o VERIFYINSTALLATION. •■■■■■■ ■.■■.■.■■■L-•• 1400 . PROGRAMMING- 0 PLC PROGRAMMING • I SCADA PROGRAMMING 0 CITY REVIEW GRAHICS "1 STARTUP!!■■!■!!■!!!------■■■ 1450 FINAL DOCUMENTATION ME !!■■■■___!!■■■!■■■■■■ ■!■.!■■!I .l I!■■■■!■■ ■ ■■■■■■■■■■i■■■■■■!■■ 11 . & M TRAINING■!■!.■■■■■!!L 1 OPERATION T- 1 ---�■■ ■.!■■!■!!■■■■I•. amrsi■! ■■■!■■■!■■■!^■!■�7■!■! .. _ . _ „ .. . •:. . .. :0.: III EXHIBIT C Schedule of Fees The Basic Engineering Services Fee shall provide compensation for all tasks identified in Exhibit A, as required for the completion of this Project Fees for Phase I are to be separated into two categories Basic Engineering Fee, and Equipment The fees for Phase II are to be separated into three categories Basic Engineering Services Fee, Equipment, and Reports 1 The Basic Engineering Service for Phase I will include all engineering services in Exhibit A The basis for compensation shall be lump -sum payments The total maximum Basic Engineering Services Fee shall be One Hundred Twelve Thousand Seven Hundred Sixty Six Dollars ($112,766 00) 2 The basis for compensation for Phase I Equipment is for equipment to be supplied to the City of Denton for their installation on the Project The total cost for the equipment is to be Fifty -Seven Thousand Fifty Dollars ($57,050 00) 3 The Basic Engineering Service for Phase II will include all engineering services in Exhibit A The basis for compensation shall be lump -sum payments The total maximum Basic Engineering Services Fee shall be One Hundred Eight Thousand Three Hundred Twenty -Nine Dollars ($108,329 00) 4 The basis for compensation for Phase lI Equipment is for equipment to be supplied to the City of Denton for their installation on the Project The total cost for the equipment is to be Twenty -Eight Thousand Three Hundred Seventy Dollars ($28,370 00) 5 The basis for compensation for Phase II Reports is for the development of report formats on the SCADA system for the lump sum price of Eight Thousand Seven Hundred Twelve Dollars ($8,712 00) Exhibit C Page 1 of 2 6 The Total Engineering Fee shall be the sum of the Basic Engineering Services Fee, Equipment, and Reports for both Phases of the Project The Total Engineering Fee for this Agreement shall not exceed Three Hundred Fifteen Thousand Two Hundred Twenty -Seven Dollars ($315,227 00) unless agreed to by both parties for additional engineering services or equipment to be provided Fee Table - Phase I — SCADA System Basic Engineering Services Lump -Sum 1 $112,766 Equipment Lump -Sum i 57,050 Subtotal $169,816 Phase II — Backwash Filter Automation Basic Engineering Services Lump -Sum 1 $108,329 Equipment Lump -Sum 1 $ 28,370 Reports Lump -Sum 1 8,712 Subtotal $145,411 Project Total $315,227 S \Our Dcuments\ContractAMMontgonnery Watson Americas Inc PSA-Exhibit C doc Exhibit C Page 2 of 2