1995-132 ORDINANCE NO.~~~__
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER TO
EXECUTE A PURCHASE ORDER WITH RMT JONES & NEUSE INC. FOR
PROFESSIONAL SERVICES RELATING TO APPLYING FOR AN EPA TITLE V
PERMIT FOR THE ELECTRIC PRODUCTION DIVISION FOR THE CITY OF DENTON;
AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE; AND PROVIDING AN
EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION I. That the City Manager is authorized to execute
a purchase order between the City of Denton and RMT Jones and Neuse
for professional services relating to applying for an EPA Title V
Permit for the Electric Production Division, under the terms and
conditions, contained in said purchase order, which is attached
hereto and made a part hereof.
SECTION II. That the City Council hereby authorizes the
expenditure of funds in the manner and amount as specified in the
purchase order.
SECTION III. That this ordinance shall become effective
immediately upon its passage and approval.
AND APPROVED this the /~da¥ of ~~ ,
1995.PASSED
BOB CASTLEBERR~AYO~,,~
ATTEST:
JENNIFER WALTERS, ~IIY SECRETARY
F .
AP~VED AS TO LEGAL FOR~.
HERBERT L. PRO~Y, CITY A~TO~EY
PROF · O~ ' / ~
DATE: JULY 18, 1995
CITY COUNCIL REPORT
TO: Mayor and Members of the City Council
FROM: Lloyd V. Harrell, City Manager
SUBJECT: PURCHASE ORDER #56358 - TO RMT JONES & NEUSE IN THE AMOUNT
OF $16,273.00
RECOMMENDATION: We recommend this purchase order to RMT Jones & Neuse, in
the total amount of $16,273.00 be approved for payment. Professional services such
as this are exempt by State Law from the bidding process.
SUMMARY: This purchase order is for Professional Services to assist the Electric
Production Division in applying for an EPA Title V Permit. Services included will
be: Identify all air emission sources , Provide compliance/permittingstatus, Prepare
Title V and acid rain permit application for TNRCC and submit application to
TNRCC.
BACKGROUND: Purchase Order #56358, Work Order and Professional Services
Agreement.
PROGRAMS~ DEPARTMENTS OR GROUPS AFFECTED : Electric Production Division,
Electric Utility Department, Electric Utility Customers by the City of Denton.
FISCAL IMPACT: Budgeted funds for Electric Production Account Number #610-
101-1011-5060-8502.
R~ectfully submitted:
Approved:
Name: Denise Harpool [
Title: Senior Buyer
613 .AGENDA
WORK ORDER FOR PROFESSIONAL SERVICES
TITLE V PERMIT APPLICATION
This work order constitutes authorization by the City of Denton (Client) for RMT/Jones and Neuse,
Inc. (RMT/JN) to proceed with the following scope of services as required by the Client:
SCOPE
This work order will provide for the preparation of a Texas Natural Resource Conservation
Commission (TNRCC) Title V permit application for the power plant located on Spencer Road,
Denton County, Texas. Services provided by RMT/JN will include the following:
1. Visit the facilities and identify all air emission sources. Establish process
throughputs and unit capacities. Verify previous emission determinations and
review continuous emissions monitoring data. Gather additional data for the 5
boilers, painting operations, blastcleaning unit, emergency PGU's, fuel tanks, water
treatment unit and any other identified emission sources.
2. Identify all State and Federal regulatory requirements for the Operating Permit
Program including: NSPS, NESHAPs, Federal Acid Rain, Risk Management Plans,
state air quality regulations, potentially applicable permit provisions, grandfathered
operating limitations, including, but not limited to additional rules in-place at time of
application submittal. Provide Client with guidance on compliance/permitting status
for air emission sources. RMT/JN will prepare a comprehensive database of all
applicable requirements by pollutant for each emission unit. This database will be
prepared in Lotus, dbase IV, Excel, or equivalent as directed by The City of Denton.
The pre-application package will be provided to Client for review.
3. RMT/JN will prepare the Title V and Acid Rain permit application package including
all forms required by the TNRCC. The application will include process descriptions,
process flow diagrams, risk management plan certification, acid rain application, and
other relevant information required by the TNRCC for a complete application. The
appropriate standard enhanced monitoring protocols provided by the TNRCC will be
incorporated into the permit application. A draft version of the application will be
provided to Client for review.
4. Submit application to TNRCC.
The Client w!ll provide the following:
1. Process descriptions, flow rates, material usage summary, previous emission
determinations, air emissions inventory, and equipment specifications.
2. Facility plot plan showing property boundaries, building parameters, and location of
sources.
3. Completed permit fee form and a check for the fee.
4. Material Safety Data Sheets (MSDS) for chemicals used at the facility.
This scope does not include the following services. If required, these services would be performed
at additional cost:
1. Air emissions testing or air monitoring.
2. The preparation of permit or exemption applications necessary to obtain compliance
for the facilities.
3. The preparation of a risk management plan or applications other than those required
by TNRCC Regulation XlI.
4. Enhanced monitoring protocol other than standard TNRCC protocol.
5. Public notice signs posted at the plant and ads placed in the newspaper.
6. Additional work outside of scope due to public comment or involvement in the
project.
7. Cost of dbase IV software.
TERMS AND COMPENSATION
Work shall be performed under the terms and conditions in the June 21, 1995 Professional
Services Agreement between Client and RMT/JN, pending RMT/JN credit approval. Compensation
for services described in the scope shall be on a not to exceed basis in accordance with the flat
rate schedule of fees dated January 1, 1995 - December 31, 1995. The not to exceed cost for
these services is $16,273.00.
AUTHORIZED: ACCEPTED:
CITY OF DENTON, ~EX;~/, ,j/ RMT/JONES AND NEUSE, INC.
Purchase Order No. Proposal No. P950269A
(if applicable) Work Order No.
(to be assigned after authorization)
PROFESSIONAL SERVICES AGREEMENT
MADE AND ENTERED INTO by and between City of Denton (hereinafter referred to as
"Client") and RMT/Jones and Neuse, Inc. (hereinafter referred to as "RMT/JN") on this 21 day of
June, 1995, agree as follows:
WHEREAS, the Client desires to engage RMT/JN as a consultant; and
WHEREAS, RMT/JN desires to render certain services as described in authorized work orders
as may be hereafter issued and has the experience and staff to perform those services;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter
contained, the parties hereto agree as follows:
Section 1. Services. The Client hereby agrees to engage RMT/JN and RMT/JN hereby agrees
to perform certain services for the Client as agreed upon from time to time. Such services may be
set forth in individual work orders as may be hereafter authorized in writing by the Client and
accepted by RMT/JN.
Section 2. Client's Responsibilities. The Client agrees to provide RMT/JN with all existing
data, plans, and other information in the Client's possession which are necessary for the
performance of Services, as well as right of entry for RMT/JN's personnel and all necessary
equipment to the site(s). The Client further agrees to provide any additional data, plans, or other
information as may be specified in authorized work orders. "
Section 3. Standard of Care and Warranty. RMT/JN agrees that its Services will be
performed with that level of care and skill ordinarily exercised by members of the profession
currently practicing under similar conditions and circumstances. NO OTHER WARRANTY,
EXPRESS OR IMPLIED, IS MADE. RMT/JN's interpretations and recommendations may be based
on the results of test borings, surveys or other investigative work. The Client recognizes that
subsurface conditions elsewhere in the work area may differ from those at the exploration locations
and that conditions may change over time. RMT/JN will not be responsible for the interpretation or
use by others of data developed by RMT/JN.
Section 4. Safety. RMT/JN is responsible for the safety on site of its own employees. This
provisions shall not be construed to relieve Client or any of its officers, directors, employees,
agents, vendors, or contractors from their responsibility for maintaining a safe worksite. Neither
the professional services of RMT/JN, nor the presence of RMT/JN's employees and subcontractors
's'hall be construed to imply RMT/JN has any responsibility for any activities on site performed by
personnel other than RMT/JN's employees or subcontractors.
Section 5. Time of Performance. RMT/JN agrees to perform the Services within schedules as
may be set forth in authorized work orders. RMT/JN shall not be responsible for delays in the work
caused by Client or its agents, consultants, or contractors. Standby or non-productive time for
delays in our work caused by Client will be charged as work time unless provided for as a separate
item in the work order.
Section 6. Compensation. For RMT/JN's performance and completion of all services, Client
shall compensate RMT/JN at the hourly rates and charges as set forth in Exhibit "A" (as may be
hereafter amended by agreement of the parties) subject to Sections 7 and 21 unless otherwise
specified in authorized work orders. Such rates include labor, overhead, expenses, and profit.
Subject to agreement by Client, Exhibit "A" may be revised by RMT/JN periodically.
Section 7. Payment. RMT/JN shall invoice Client for Services performed on a monthly basis.
Each invoice is due on presentation, is payable in the Texas County specified for such invoice, and
is past due thirty (30) days from invoice date. Client agrees to pay a finance charge equal to one
percent (1%) per month on past due accounts. Invoices for Services performed on a time-and-
materials basis will be submitted showing labor (hours worked) and total expenses, but not actual
documentation. If requested by the Client, documentation will be provided by RMT/JN at the cost
of providing such documentation including labor and copying costs. These payment terms are
subject to RMT/JN credit approval. If Client credit is not approved, payment terms will be revised
by addendum to this contract. Any attorneys' fees, court costs, collection fees or other costs
incurred in collecting any uncontested delinquent amounts shall be paid by Client. Should litigation
be required to collect any delinquent accounts, Client further agrees to pay to RMT/JN interest at
the rate of twelve percent (12%) per annum on all past due balances until paid in full.
Section 8. Notices. Communications from the Client shall be to RMT/JN's designated project
manager or principal-in-charge of the work. Oral communications shall be confirmed in writing.
Section 9. Cost Estimates. RMT/JN makes no representation concerning the cost estimates
made in connection with maps, plans, specifications, or drawings other than that all cost figures
are estimates only and RMT/JN shall not be responsible for fluctuations in cost factors.
Section 10. Confidentiality. RMT/JN shall maintain as confidential and not disclose to
others without Client's prior written consent, all information obtained from Client, not otherwise
previously known to RMT/JN in the public domain, as Client expressly designates in writing to be
"Confidential." The provisions of this paragraph shall not apply to information in whatever form
which (i) is published or comes into the public domain through no fault of RMT/JN, (ii) is furnished
by or obtained from a third party who is under no obligation to keep the information confidential, or
(iii) is required to be disclosed by law on order of a court, administrative agency or other authority
with proper jurisdiction.
Section 11. Independent Contractor. RMT/JN's relationship with the Client under this
Agreement shall be that of independent contractor. The employees, methods, equipment, and
facilities used by RMT/JN shall at all times be under its exclusive direction and control, and the
Client shall not exercise control over RMT/JN except insofar as may be necessary to ensure
performance and compliance with this Agreement.
Section 12. Insurance. RMT/JN agrees to purchase and maintain at its own expense
worker's compensation insurance, employer liability insurance, general liability insurance, and
.automobile liability insurance. Certificates of insurance shall be provided to Client upon request in
~vriting. Within the limits and conditions of such insurance, RMT/JN agrees to reimburse the Client
for any damages sustained by the client which are covered by RMT/JN's insurance to the extent of
the limitations and exclusions contained within said insurance policies and Sections 13 and 14 of
this Agreement. RMT/JN agrees to purchase additional insurance as requested by the Client
(presuming such insurance is available) provided the premiums for such additional insurance are
reimbursed by the Client.
Section 13. Indemnification. RMT/JN shall defend, indemnify, and hold the Client
harmless from and against any claim asserted by any person or entity (other than an officer,
director, employee or agent of Client) arising out of (i) RMT/JN's negligence or (ii) RMT/JN's breach
of any obligation or responsibility imposed on it by the provisions of this Agreement, subject to the
limitations and exclusions contained herein in Sections 12 and 14. Client shall defend, indemnify,
and hold RMT/JN harmless from and against any claim asserted by any person or entity (other than
an officer, director, employee, or subcontractor of RMT/JN) arising out of (i) Client's negligence or
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(ii) client's breach of any obligation or responsibility imposed on it by the provisions of this
Agreement. Should Client make a claim against RMT/JN for negligence or breach, but fail to prove
such claim, Client shall pay all RMT/JN's costs incurred in defense of such claim.
Section 14. Liability Limitation. RMT/JN's liability to the Client, its employees, officers,
directors, agents, and contractors, for an,/loss or damage, arising out of or in connection with this
Agreement from any cause, including RMT/JN's professional negligence, errors, or omissions shall
not exceed the greater of $50,000 or the compensation received by RMT/JN hereunder, and Client
hereby releases RMT/JN from any liability above such amount. RMT/JN shall not be liable for
special and/or consequential damages.
Section 15. Disputes. If a dispute arises relating to the performance of the Services
covered by this Agreement, and legal or other costs are incurred, the prevailing party shall be
entitled to recover all reasonable costs incurred in the defense of the claim, including staff time at
then current billing rates, court costs, attorney's fees, and other claim-related expenses.
Section 16. Termination. This Agreement may be terminated by either party upon thirty
(30) days written notice in the event of substantial failure of performance by the other party or if
the Client suspends the work for more than three months. In the event of termination, RMT/JN
shall be paid for services performed prior to the termination notice date plus reasonable termination
expenses, including the cost of completing analyses, records, and reports necessary to document
job status at the time of termination.
Section 17. No Waiver. The failure of a party to enforce strictly any provision of this
Agreement shall not be deemed to act as a waiver of any provision, including the provision not so
enforced.
Section 18. Choice of Law. This Agreement is deemed to be made under and shall be
construed according to the laws of the State of Texas.
Section 19. Successors and Assignments. The Client and RMT/JN each binds itself and
its successors, executors, administrators, and assigns to the other party of this Agreement and to
the successors, executors, administrators, and assigns of such other party, in respect to all
covenants of this Agreement.
Section 20. Severability. The invalidity or unenforceability of any particular provision of
this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed
· !n all respects as if such invalid or unenforceable provision were omitted.
Section 21. Entire Agreement. This Agreement, including all attachments and work
orders authorized hereunder, constitutes the entire agreement between the parties hereto and it
supersedes all prior or contemporaneous agreements, whether oral or written, with respect to the
subject matter hereof. In case of conflict or inconsistency between this Agreement and any other
contract documents, this Agreement shall control. No agreement hereafter made between the
parties shall be binding on either party unless reduced to writing and signed by an authorized
officer of the party sought to be bound. This Agreement is effective as of the date referenced
above.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in two
counterparts (each of which is an original) by their duly authorized representatives as of the date
shown below.
CITY OF DENTON RMT/JONES AND NEUSE, INC.
Date: . .
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