1998-371AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A
PROFESSIONAL SERVICES AGREEMENT WITH REED-STOWE & CO,
INCORPORATED FOR CONSULTING SERVICES PERTAINING TO THE DENTON
WATER AND WASTEWATER UTILITIES' COST OF SERVICE AND RATE DESIGN
STUDY, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING
AN EFFECTIVE DATE
WHEREAS, the City Council deems it ~n the public interest to engage Reed-Stowe &
Co, Incorporated to prowde professional consulting services to the City pertmmng to a water
and wastewater uttht~es cost of service and rate design study, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION I That the City Manager is hereby authorized to execute a Professional
Services Agreement with Reed-Stowe & Co, Incorporated for professional consulting services
pertaxmng to the Denton Water and Wastewater Utlht~es' cost of service and rate design study, ~n
substantmlly the form of the Agreement attached hereto and incorporated herewith by reference
SECTION II That the expenditure of funds as prowded in the attached Agreement ~s
hereby authorized
SECTION III That this ordinance shall become effective ~mmedlately upon ~ts passage
and approval
PASSED AND APPROVED tI'ns the ~'/~dayof /t~//'r~/rff~ ,1998
JAylLLER, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPR~ED AS ~O LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
STATE OF TEXAS §
COUNTY OF DENTON §
PROFESSIONAL SERVICES AGREEMENT
FOR CONSULTING SERVICES PERTAINING TO
THE DENTON WATER AND WASTEWATER UTILITIES' COST OF SERVICE
AND RATE DESIGN STUDY
/~/~ THIS~ AGREEMENT ~s made and entered ~nto as of the ,~"-~'~ day of
//~/7/~7d , 1998, by and between the C~ty of Denton, Texas, a Texas
niumclpal corporation, w~th ~ts pnnc~pal office at 215 East McK~nney Street, Denton, Texas
76201, hereinafter called "OWNER", and Reed-Stowe & Co, Incorporated, w~th ~ts offices at
1651 North Colhns Boulevard, State 115, R~chardson, Texas 75080, hereinafter called
"CONSULTANT," each acting here~n, by and through their respective duly-authorized officmls
and officers
WITNESSETH, that in cons~darat~on of the covenants and agreements herein contmned,
the parties hereto do mutually AGREE as follows
ARTICLE I
EMPLOYMENT OF CONSULTANT
The OWNER hereby contracts w~th the CONSULTANT, as an ~ndependent contractor,
and the CONSULTANT hereby agrees to perform the servmes here~n ~n connection w~th the
Project as stated in the sections to follow, w~th dd~gence and ~n accordance with the h~ghest
professional standards customardy obtmned for such services ~n the State of Texas The
professional services set out here~n are in connection w~th the following described engagement
The engagement (hereinafter the "Project") shall ~nclude, without hm~tat~on, completion
of the Denton Water and Wastewater Utilities' Cost of Servme and Rate Design Study
ARTICLE II
SCOPE OF SERVICES
The CONSULTANT shall provide the follovang Basic Services to the C~ty of Denton
Water and Wastewatar Utd~t~es Departments and prowde documentation and reports related
thereto, in a professional manner
A WATER AND WASTEWATER UTILITIES COST OF SERVICE
1, WHOLESALE WATER & WASTEWATER COSTS OF SERVICE
(UPPER TRINITY REGIONAL WATER DISTRICT)
The CONSULTANT will beg~n the project by assimilating the reqmred ~nformatlon ~n
preparation for completmg wholesale water and wastewater costs of service usmg the
utility bas~s methodology, followed by their respective rate designs Priority should be
g~yen to completmg the wholesale water cost of service and rate design, then the
wholesale wastewater cost of service and rate desxgn Questions of s~gmficance, which
will ~mpact the results of the wholesale costs of service, shall be d~rected to the Water
Uttht~es admm~strauve and financml staff The test year for estabhshlng the rates for
wholesale service shall be the projected year for whmh the rates are proposed to be
apphcable (1999) Test year data shall be obtained from actual data of the second year
prior to the test year with adjustments made for known or verifiable changes
2 RETAIL WATER AND WASTEWATER COSTS OF SERVICE
Following the completmn of the wholesale portmn of the project, the retail water and
wastewater costs of serwce are to be completed Agmn, questions of s~gnlfiCance, whmh
would ultimately tmpact the results of the study, should be &rected to the appropriate
admlmstrat~ve and finaneml staff The test years for estabhshlng retail water and
wastewater rates for serwce shall be projected costs over the period 2000-2003
3 COMMODITY VOLUME AND FINANCIAL FORECASTING FOR LONG
RANGE FINANCIAL ANALYSIS
The CONSULTANT will rewew the Water and Wastewater Departments (1) forecasted
water and wastewater billable volume methodologies, and (2) revenue forecasting
methodologies Improved billable volume and revenue forecasting methodologies may
be recommended Revenue forecasting methodologies for both the Water and
Wastewater Departments should be rewewed ~n greater detail for the proposed budget
year and the general methodology for use dunng future budget years
Both the Water and Wastewater Departments utilize an annual cash-bas~s ~ncome
statement to project future revenue reqmrements and expenses, and ultimately forecast
the future profitabthty of each department Long-range departmental rate adjustments are
determined from these ~ncome statements The CONSULTANT may recommend
~mproved long-range financial revenue and expense forecasting methodologies 0 e
income statements), or more accurate methodologies for forecasting future long-range
rate adjustments F~scal year 1999 budget and capital ~mprovement program (CIP) data
has been provided Improved financml forecasttng methodologies are expected to
prowde more accurate projections of future long-range rate adjustments and a more
real~st~c long-range financml pro-forma
Currently Water Department rate revenues are recovered through residential, commercml,
governmental, and wholesale rates All retail water rates consist of a famhty charge and a
volume charge No mm~mum water volumes are prowded through the facthty charge
Residential water rates are subdlwded between those ~ns~de the mty hmlts and those
outside the c~ty hmlts Both ms,de the c~ty and outside the c~ty res~dentml rates utthze
~nverted block rates m the summer months (May through October), and are without
Page 2
blocking (Flat Rates) dunng the w~nter months (November through April) Outside the
city rates are set approximately 15% higher than ~ns~de the city rates Commereml water
rates are also subd~wded for customers mstde and outside the c~ty As ~n res~dentml
water, outside the cay rates are approximately 15% h~gher All commercial and
governmental rates have no blocking (t e Flat Rates) The wholesale rate ~s a three-part
rate, consisting of a facility charge, a volume charge, and a peak demand charge
Wastewater rates are subdimded into residentml, commercml, food servmes, equipment
servmes, pretreatment, governmental, metered volumes, treated effluent, and wholesale
classes All wastewater rates consist of a facility charge and a volume charge No
mlmmum wastewater volume xs prowded through the famhty charge
Res~dentml rates are based on a three-month w~nter average (December through
February) All other rates are based on a percentage of water volume, except the metered
volume rates (SCD, SM) and the wholesale rate (SSC), which are based on actual
metered volumes
Both the Water and Wastewater Departments are expected to continue to operate as fully
self-supporting departments All water utIlmes' rates are to be designed to provide
revenue that meets bond covenants Bond covenants require that pledged revenues be
1 25 t~mes average debt-serwee requirements
B WATER AND WASTEWATER UTILITIES RATE DESIGN
1 WHOLESALE RATE DESIGN (UPPER TRINITY REGIONAL WATER
DISTRICT)
The CONSULTANT will give priority to the Water Utflmes' wholesale rate designs,
~mmedmtely following completion of the wholesale costs of service Wholesale water
rate design should be expressed as a facility charge, a volume charge, and an annual
demand charge per umt of peak-day usage The wholesale wastewater rate design will
consist of a facthty charge and a volume charge Dascuss~on wath the CONSULTANT
wall determine how cost recovery of wastewater pretreatment program charges and
samphng and analys~s charges are recovered
2 EXISTING AND PROPOSED RETAIL RATE DESIGN
The CONSULTANT wall evaluate the ex~st~ng retail rate design for each customer class
Rates will be designed to recover the costs assocmted with each customer class to the
greatest extent possible, but compet~uon ~s to be a major consideration ~n the design of
the rates for each rate class Moderation with regard to significant changes ~n existing
rates will need to be considered Proposed rate changes of s~gmficance should consider
the magmtude of the change, and may reqmre a multi-year phaseqn approach
Customer classes are to be of s~mflar description to the current rate-making practices of
regional water and wastewater departments to the extent that they are apphcable to the
Page 3
City of Denton Water and Wastewater Departments The CONSULTANT is to make
recommendations for fewer or addatlonal rate classes that may be appropriate
Consolidation of rate classes may or may not ultimately benefit more customers
The costs for each current and proposed rate class should be initially determined utilizing
a full cost methodology for all costs, direct and indirect The CONSULTANT shall
consider other cost allocations utilizing indirect costs, and rate structures for the purpose
of designing City of Denton water and wastewater rates that are more competitive
Adjustments to any rate classes, from a full-cost bas~s, should be m recogmt~on of the
following items
(a) The establishment of new rate classes, or
elimination of existing rate classes
(b) The final allocation and assignment o£ ~ndirect
costs
The CONSULTANT will provide written comments related to the competitiveness or
lack thereof of Denton's cresting water and wastewater rate classes These comments
will further state the CONSULTANT's recommendations of how Denton may increase
rate competitiveness within the Water and Wastewater Departments prior to beglnmng
the rate design process (t e moving indirect costs between classes)
3 WATER & WASTEWATER CUSTOMER CLASS SUBSIDIZATION
The CONSULTANT will identify any potential customer class rate subsidization which
may be occurring The intent is that ff rate subsidies exist, they will be identified for
potential elimination
4 WATER & WASTEWATER OUTSIDE THE CITY LIMIT RATES
These customers should be analyzed, number, volumes, peaking requirements, revenues,
asset base reqmred to serve, etc The CONSULTANT wall provide a recommendation
concerning whether Denton should continue to prowde "outside the mty hmit" rates
5 WATER & WASTEWATER CUSTOMER CLASS CHARACTERISTICS
The CONSULTANT will review the customer class charactenstms and load patterns of
all water and wastewater rate classes The CONSULTANT will determine if sufficient
class characteristics and/or usage differentiation continues to justify separate and d~stlnct
rate classes for Denton's existing rate classes Th~s review may result in the
recommendation of fewer, or potentially additional, rate classes
6 WATER & WASTEWATER MOBILE HOME PARK RATES
The City of Denton's mobile home parks (approximately 15) are currently on vartous
water and wastewater rates, due to various site factors The CONSULTANT wall review
Page 4
a summary of th~s information, provided by Denton staff, and provide written
recommendations to potentially provide better equltabihty and/or simphficatlon with the
rate design for these types of customers
Variances in rates assigned to Denton's mobile home parks (MHP's) are related to the
following options These options have caused Denton to currently utilize two (2) water
rates and five (5) different wastewater rates for their fifteen (15) MHP's
(a) Receiving both water and wastewater service
(b) Receiving only water or wastewater service
(c) Assignment of either ~nslde or outside the city rates
(d) Individual residential metering versus master metering
7 WATER & WASTEWATER FACILITY CHARGES
Existing water and wastewater facility charges differ by rate class for the same meter
size Water and wastewater facility charges may more appropriately be set at specific
cost-recovery levels independent of their rate class The CONSULTANT will address
this ~ssue during the rate design Specific and Identifiable costs should be identified for
cost recovery through the facility charges
8 WATER IRRIGATION RATES
Currently the local government water rate class has an intermptible and non-interruptlble
lrrIgatxon rate Imgation rates are not currently available to any other rate classes The
CONSULTANT should review and analyze, for possible implementation, the potential
for the Water Utlhty to offer residential and/or commercial ~rr~gatlon rates
In irrigation rate design, consideration should be given to the future avaIlabihty of
Denton's water supply and the existing revenues generated utlhzmg current rates
Irrigation rates should further consider Denton's available irrigation demand relative to
the system demand, and the ~mgation impact on the current water supply A demand
component may become an integral part of an imgat~on rate
9 RESIDENTIAL WATER RATE BLOCK STRUCTURE
The CONSULTANT should analyze the resldentml water rate (WR) block structure The
structure of the existing rate, three (3) blocks, w~th the first two (2) blocks holding 15,000
gallons each, should be analyzed to determine if th~s is the most beneficial structure for
the rate class based upon spemfic management objectives The relationships of the block
sizes, and the price differentials between the three (3) blocks should be studied to
determine if they are appropriate
10 WASTEWATER BIOCHEMICAL OXYGEN DEMAND (BOD) AND TOTAL
SUSPENDED SOLIDS (TSS) SURCHARGES
P~e5
An analysis should be done to determine a treatment costtng methodology for both of
these parameters Based upon treatment costs, the CONSULTANT wall determtne ffthe
surcharge rate levels are appropriate, and provide written recommendations for their
activation
11. WASTEWATER SAMPLING AND ANALYSIS CHARGES
Several wastewater rates currently contatn samphng and analysts charges (for each
sample and analysts) The CONSULTANT wdl determtne tf these servmes are
recovenng the appropriate costs, and provide recommendations for cost recovery of these
services A revtew should be made to determtne if the costs to be recovered are
justffiably stgmficant for the rate
12 WASTEWATER CATEGORICAL & NON-CATEGORICAL MONITORING
COSTS
The extstmg wastewater rates contatn fixed monthly charges for categorical and non-
categorical momtormg costs The CONSULTANT is to determtne ff these fixed charges
are recovenng costs, and make a recommendatton regardtng the best method for cost
recovery tn these areas
13 WATER & WASTEWATER RATE SCHEDULES
After completion of the rate destgn, and prior to approval of rates by the Denton Ctty
Counctl, the CONSULTANT may be asked to provtde asststance ~n wordtng spemfic
water and wastewater rate schedules Clarity and stmphficatton of rate schedules ts
tmportant tn order to obtatn full customer understandmg wtth all rates
14. SOFTWARE TRAINING
The CONSULTANT wtll provide a m~mmum of one-half day of software trmnmg to
enable Denton's staff to perform annual updates to the cost of servtce and rate destgn
All proprietary software will be held confidential Denton Water Utthtles utthzes
Mtcrosoft Office and Windows '95
C If there is any confhct between the terms of thts Agreement and the exhlbtt attached to
thts Agreement, the terms and condttlons of thts Agreement shall control over the terms
and condtttons of the attached exhibit
ARTICLE III
ADDITIONAL SERVICES
Addtttonal servmes to be performed by the CONSULTANT, tf authorized by the
OWNER, wluch are not included in the above-described Bastc Servmes, are described as
follows
A Any expert testtmony by CONSULTANT before any regulatory agency or court
Page 6
ARTICLE IV
PERIOD OF SERVICE
This Agreement shall become effective upon execution of this Agreement by the
OWNER and the CONSULTANT and upon issuance of a notice to proceed by the OWNER, and
shall remain in force for the period which may reasonably be required for the completion of the
Project, including Additional Services, If any, and any required extensions approved by the
OWNER This Agreement may be sooner terminated in accordance with the provisions hereof
Time is of the essence in this Agreement The CONSULTANT shall make all reasonable efforts
to complete the services set forth herein as expeditiously as possible and to meet the schedule
established by the OWNER, acting through its Director of Water Utilities or her designee
ARTICLE V
COMPENSATION
A COMPENSATION TERIVIS
"Direct Non-Labor Expense" is defined as that expense incurred in performing
professional services under th~s Agreement by the CONSULTANT for supplies,
transportation, travel, communications, subsistence, lodging away from home, and
similar incidental expenses reasonably 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, based on the cost
estimate detail, at the hourly rates set forth In the "Proposal to Perform Cost of Service
and Rate Design Study (Revised Cost Proposal)" hereinafter referred to as the
"Proposal," dated October 27, 1998, which is attached hereto as Exhibit "A" and
incorporated herewith by reference, a total fee, including reimbursement for direct non-
labor expenses not to exceed $ 59,784 00
Partial payments to the CONSULTANT will be made on the basis of detailed monthly
statements rendered to and approved by the OWNER through ~ts 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 percent (10%) of the contract amount
until satisfactory completion of the Project
Nothing contained in this Article shall require the OWNER to pay for any work which Is
unsatisfactory, as reasonably determined by its Assistant City Manager for Utilities or his
designee, or which is not submitted in compliance with the terms of this Agreement The
OWNER shall not be required to make any payments to the CONSULTANT when the
CONSULTANT is in default under tlus Agreement
It IS specifically understood and agreed that the CONSULTANT shall not be authorized
to undertake any work pursuant to this Agreement which would require additional
payments by the OWNER for any charge, expense, or reimbursement above the
Page 7
maximum not to exceed fee as stated, without first having obtained written authorization
from the OWNER The CONSULTANT shall not proceed to perform the services listed
m Article III "Additional Services," without obtalmng prior written authorization from
the OWNER
C ADDITIONAL SERVICES For additional services authorized m writing by the
OWNER m Article III, the CONSULTANT shall be paid based on the schedule of
charges at the hourly rates set forth in Exhibit "A" hereto Payments for additional
services shall be due and payable upon submission by the CONSULTANT, and shall be
in accordance with subsection B hereof Statements shall not be submitted more
frequently than monthly
D PAYMENT If the OWNER falls to make payments due the CONSULTANT for
services and expenses within sixty (60) days after receipt of the CONSULTANT's
tmdlsputed statement thereof, the mounts due the CONSULTANT will be increased by
the rate of one percent (1%) per month from and after the said s~xtleth (60th) day, and, ~n
addition, the CONSULTANT may, after glwng seven (7) days written notice to the
OWNER, suspend services under this Agreement tmtfl the CONSULTANT has been paid
in full all amounts then due and owing for services, expenses, and charges, provided,
however, nothing herein shall require the OWNER to pay the late charge of one percent
(1%) set forth herein if the OWNER reasonably determines that the work is
unsatisfactory, in accordance w~th this Article V, "Compensation"
ARTICLE VI
OBSERVATION AND REVIEW OF THE WORK
The CONSULTANT will exercise reasonable care and due diligence m discovering and
promptly reporting to the OWNER any defects or deficiencies in the work of the
CONSULTANT
ARTICLE VII
OWNERSHIP OF DOCUMENTS
All documents prepared or furnished by the CONSULTANT 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 apphcable to
this Project, and OWNER's use of these documents m any other project(s) shall be at OWNER's
sole risk and expense In the event the OWNER uses any of the information or materials
developed pursuant to this Agreement m another project or for other purposes than specified
herein, CONSULTANT is released from any and all hablhty relating to their use m that project
Page 8
ARTICLE VIII
INDEPENDENT CONTRACTOR
CONSULTANT shall prowde services to OWNER as an independent contractor, not as
an employee of the OWNER CONSULTANT shall not have or clmm any right arising from
employee status
ARTICLE IX
INDEMNITY AGREEMENT
The CONSULTANT shall ~ndemmfy and save and hold harmless the OWNER and ~ts
officmls, officers, employees, and agents from and agmnst any and all hab~hty, clmms, demands,
damages, losses, and expenses, mcludmg, but not hm~ted to court costs and reasonable attorney's
fees lnctuxed by the OWNER, and mcludlng, without limitation, damages for boddy and
personal ~njury, death and property damage, msult~ng from the neghgent acts or omissions of the
CONSULTANT or as officers, employees, agents, subcontractors and subconsultants m the
execution, operation, or performance ofth~s Agreement
Nothing in this Agreement shall be construed to create a hab~hty to any person who ~s not
a party to th~s Agreement, and nothing herein shall wmve any of the part,es' defenses, both at
law or eqmty, to any clmm, cause of action, or litigation filed by anyone not a party to th~s
Agreement, including the defense of governmental ~mmumty, whmh defenses are hereby
expressly reserved
ARTICLE X
INSURANCE
Dunng the performance of the servmes under th~s Agreement, CONSULTANT shall
mmntmn at all t~mes, the following insurance coverage with an ~nsurance company or companies
hcensed to do bus~ness m the State of Texas by the State Insurance Commission or any successor
agency, that has a rating w~th A M Best Rate Careers of at least an "A-" or above
A Comprehensxve General Lmbd~ty Insurance w~th bodily ~njury hm~ts of not less than
$500,000 for each occurrence and not less than $500,000 ~n the aggregate, and w~th
property damage hm~ts of not less than $100,000 for each occurrence and not less than
$100,000 m the aggregate
B Automobile Lmbfl~ty Insurance w~th bodily ~n.lury hm~ts of not less than $500,000 for
each person and not less than $500,000 for each acmdent, and w~th property damage
hm~ts of not less than $100,000 for each acmdent
C Worker's Compensation Insurance ~n accordance w~th statutory reqmrements, and
Employers' Lmb~hty Insurance w~th hm~ts of not less than $100,000 for each accident
D Professional Lmbfl~ty Insurance w~th hm~ts of not less than $1,000,000 annual aggregate
Page 9
E The CONSULTANT shall furnish insurance certificates or ~nsurance pohc~es at the
OWNER's request to ewdence such coverages The insurance policies shall name the
OWNER as an additional ~nsured on all such pohcles to the extent permitted by law, and
shall contmn a prowsaon that such insurance shall not be cancelled or modified w~thout
thirty (30) days' pr;or written not~ce to OWNER and CONSULTANT In such event, the
CONSULTANT shall, prior to the effective date of the change or cancellation of
coverage, deliver substitute pohales or certificates ewdenc~ng the same coverage
ARTICLE XI
ARBITRATION AND ALTERNATE DISPUTE RESOLUTION
The part,es may agree to settle any d~sputes under th~s Agreement by submitting the
d~spute to arbitration or other means of alternate d~spute resolution, such as medmt~on No
arbitration or alternate thspute resolution arising out of or relating to this Agreement, ~nvolwng
one party's d~sagreement, may include the other party to the d~sagreement without the other's
approval
ARTICLE XII
TERMINATION OF AGREEMENT
A Notw~thstandmg any other prowslon of th~s Agreement, e~ther party may tenmnate thts
Agreement by g~vlng thirty (30) days' advance written notice to the other party
B Th~s Agreement may be terminated ~n whole or m part in the event of e~ther party
substantmlly falhng to fulfill ~ts obhgatlons under th~s Agreement No such terunnat~on
will be effected unless the other party ns given (1) written not~ce (delivered by cemfied
mall, return receipt requested) of ~ntent to terminate and setting forth the reasons
spec~fylng the non-performance, and not less than thirty (30) calendar days to cure the
failure, and (2) an opportunity for consultation w~th the terminating party prior to
termination
C If the Agreement ~s terminated prior to completion of the services to be prowded
hereunder, CONSULTANT shall ~mmedmtely cease all services and shall render a final
bill for services to the OWNER w~th~n thirty (30) days after the date of termination The
OWNER shall pay CONSULTANT for all services rendered and satisfactorily
performed, and for reimbursable expenses ~ncurred prior to the date of termination, in
accordance w~th Article V hereof Should the OWNER subsequently contract w~th a new
consultant for the continuation of services on the Project, CONSULTANT shall fully
cooperate ~n prowdmg ~nfonnat~on The CONSULTANT shall turn over all documents
prepared or furmshed by CONSULTANT pursuant to th~s Agreement to OWNER on or
before the date of termination, but may mmntaln cop~es of such documents for ~ts own
use
Page 10
ARTICLE XIII
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval by the OWNER shall not constitute, nor be deemed a release of the
responmblhty and habfllty of the CONSULTANT, its officers, employees, assocmtes, agents,
subcontractors or subeonsultants for the accuracy and competency of their work, nor shall such
approval be deemed to be an assumptmn of such respons~b~hty by the OWNER for any defect in
the work prepared by the CONSULTANT, 1ts officers, employees, or agents
ARTICLE XIV
NOTICES
All notmes, communications, and reports required or peruntted under th~s Agreement
shall be personally dehvered or marled to the respective parties by depositing same in the Umted
States mml to the respective parties at the addresses shown below, by means of certified mall,
return receipt requested, unless otherwise specified herein
To CONSULTANT To OWNER
Reed-Stowe & Co, Incorporated C~ty of Denton
Jack E Stowe, Jr, President Jdl Jordan, Director of Water Utdltles
1651 N Colhns Blvd, State 115 901-C Texas Street
R~chardson, Texas 75080 Denton, Texas 76201
All notices shall be deemed effective upon receipt by the party to whom such notice is
given
ARTICLE XV
ENTIRE AGREEMENT
Th~s Agreement, consisting of fourteen (14) pages and one (1) exhibit, constitutes the
complete and final expression of the agreement of the part,es, and ~s intended as the complete
and exclustve statement of the terms of their agreements, and supersedes all prior
contemporaneous offers, prounses, representations, negotiations, discussions, understandings,
commumcatlons, and agreements which may have been made in connection w~th the subject
matter hereof
ARTICLE XVI
SEVERABILITY
If any prows~on of th~s Agreement ~s found or deemed by a court of competent
junsd~ctmn to be invalid or unenfomeable, it shall be consadered severable from the remmnder of
this Agreement and shall not cause the remmnder to be mvahd or unenforceable In such event,
the part,es shall reform th~s Agreement to replace such stricken provision with a vahd and
enforceable prowsmn which comes as close as possible to expressing the parties' ~ntentlon
respecting the stricken prowslon
Page 11
ARTICLE XVlI
COMPLIANCE WITH LAWS
The CONSULTANT shall comply with all federal, state, and local laws, rules,
regulations, and ordinances applicable to the work covered hereunder as they may now read or
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 The CONSULTANT represents that it has or will secure, at its own expense, all
personnel required to perform all the services required under this Agreement Such
personnel shall not be employees or officers of, or have any contractual relations with the
OWNER CONSULTANT shall inform the OWNER of any conflict of interest or
potential conflict of interest that may arise during the term of this Agreement
B All services required hereunder w~ll be performed by the CONSULTANT or under its
direct supervision All personnel engaged in work 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 m 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
ARTICLE XXI
MODIFICATION
No waiver or modification of this Agreement or of any covenant, condition, or limitation
herein contmned shall be valid unless in writing and duly executed by the party to be charged
therewith, and no evidence of any wmver or modification shall be offered or received in evidence
in any proeeedmg arising between the partaes hereto out of or affecting this Agreement, or the
rights or obligations of the parties hereunder, unless such waiver or modification is in writing
and duly executed The parties further agree that the provisions of this Article will not be waived
unless as set forth herein
Page 12
ARTICLE XXII
MISCELLANEOUS
A The following exhibit is attached to, incorporated by reference, and 1s made a part of this
Agreement
Exhibit "A" - Proposal to Perform Cost of Service and Rate Design Study
(Revised Cost Proposal) dated October 27, 1998
B CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after
the final payment under this Agreement, have access to and the right to examine any
directly pertinent books, documents, papers, and records of the CONSULTANT
involving transactions relating to this Agreement CONSULTANT agrees that OWNER
shall have access during normal working hours to all necessary CONSULTANT facd~t~es
and shall be provided adequate and appropriate working space in order to conduct authts
in compliance with this section OWNER shall give CONSULTANT reasonable advance
notice of intended audits
C Venue of any suit or cause of action brought under this Agreement shall lie exclusively in
Denton County, Texas This Agreement shall be governed by and construed in
accordance w~th the laws of the State of Texas
D For purposes of this Agreement, CONSULTANT designates the key person who will
oversee and perform most of the work provided for hereunder, as Jack E Stowe, Jr,
President of CONSULTANT, who shall also be OWNER's primary point-of-contact for
the Project However, nottung herein shall limit CONSULTANT from using other
qualified and competent members of its firm to perform the services required herein
E CONSULTANT shall commence, carry on, and complete any and all projects with all
applicable dispatch, in a sound, economical, and efficient manner and in accordance with
the provisions hereof In accomplishing the projects, CONSULTANT shall take such
steps as are appropriate to ensure that the work involved is properly coordinated with
related work being carried on by the OWNER
F The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's
disposal all available information pertinent to the ProJect, lncludmg previous reports, any
other data relative to the ProJect, and arranging for the access thereto, and make all
provisions for the CONSULTANT to enter in or upon public and private property as
required for the CONSULTANT to perform services under this Agreement
G The captions of this Agreement are for informational purposes only, and shall not in any
way affect the substantive terms or conditions of this Agreement
IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be
executed in four original counterparts by and through its duly-authorized City Manager, and
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CONSULTANT has e~e~guted th~s Agreemont by and through ~ts duly-authorized undersigned
officer on th~s the ,~,e_~x~ dayof /~/Ot/~/~/~ ,1998
"OWNER"
CITY OF DENTON, TEXAS
M~O~I6"'L~rL 'W/JEZ, ~,IANAOER
ATTEST
JENNIFER WALTERS, CITY SECRETARY
^m~v~ ~o ~o^~ ~o~
HERBERT L PROUTY, CITY ATTORNEY
"CONSULTANT"
REED-STOWE & CO, INCORPORATED
JA~/f STOWE, JR, PRES~JqT
ATTEST
BY
S \Our Docum~nts\Contracts\98\W&WWCO$ and Rat~ Design [RFP] PSA doc
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