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1988-0902325L This ordinance has been amended by ordinance No 90-155 (copy attached) NO &00 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH BLACK AND VEATCH, ENGINEERS-ARCHITECTS, FOR PROFESSIONAL ENGINEERING SERVICES RELATING TO THE LAKE RAY ROBERTS HYDROPOWER PROJECT, AND PROVIDING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the City Council hereby approves and authorizes tT_e__City Manager to execute and the agreement between the City of Denton and Black & Veatch, Engineers-Architects for professional engineering services relating to the Lake Ray Roberts hydropower project, under the provisions of the contract which is attached hereto and incorporated by reference herein SECTION II That the City Council authorizes the expenditure of funds not to exceed Three hundred Forty-six Thousand Dollars ($346,000 00) SECTION III That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the /1~day of 1988 RAYS P NS, AYOR ATTEST (IV, )11JA4 J IFEIC/WALTERS) CITY SECRETARY I APPROVED AS TO LEGAL FORM DEBRA ADAMI DRAYOVITCH, CITY ATPORNEY rr ~~~~LhZ~ BY,QAtA) ~?t AGREEMENT FOR DESIGN ENGINEERING SERVICES BETWEEN CITY OF DENTON, TEXAS AND BLACK & VEATCH, ENGINEERS-ARCHITECTS CONTENTS ARTICLE 10 - SERVICES TO BE PERFORMED BY ENGINEER ARTICLE 2 0 - TERM OF AGREEMENT ARTICLE 3 0 - COMPENSATION ARTICLE 40 - PROFESSIONAL OBLIGATIONS OF ENGINEER ARTICLE 6 0 - OPINIONS OF COST AND SCHEDULE ARTICLE 60 - LIABILITY AND INDEMNIFICATION ARTICLE 7 0 - INDEPENDENT CONTRACTOR ARTICLE 80 - COMPLIANCE WITH LAWS ARTICLE 90 - INSURANCE ARTICLE 100 - OWNER'S RESPONSIBILITIES ARTICLE 110 - OWNERSHIP OF DOCUMENTS ARTICLE 12 0 - TERMINATION OF AGREEMENT ARTICLE 13 0 - NONDISCLOSURE OF PROPRIETARY INFORMATION ARTICLE 14 0 - NOTICE ARTICLE 16 0 - UNCONTROLLABLE FORCES ARTICLE 16 0 - GOVERNING LAW ARTICLE 17 0 - MISCELLANEOUS ARTICLE 18 0 - INTEGRATION AND MODIFICATION ARTICLE 190 - SUCCESSORS AND ASSIGNS AGREEMENT FOR DESIGN ENGINEERING SERVICES THIS AGREEMENT, effective the day of '19 , by and between the CITY OF DENTON, TEXAS (hereinafter referred to as Owner), and BLACK & VEATCH, ENGINEERS-ARCHITECTS (hereinafter referred to as Engineer), a partnership with principal business offices at Kansas City, Missouri WITNESSETH WHEREAS, Owner plane to design, construct, and operate a new hydroelectric generating eta tion known as Ray Roberts Hydroelectric Project (hereinafter referred to as the Project) and WHEREAS, Owner requires certain engineering services to connection with the Project (hereinafter referred to as the Services), and, WHEREAS, Engineer is prepared to provide such Services NOW THEREFORE, in consideration of the premises and the mutual covenants herein con tamed, the parties hereto agree as follows ARTICLE 10 - SERVICES TO BE PERFORMED BY ENGINEER Engineer shall perform the Services described in Attachment 10, Scope of Services, which is attached hereto and incorporated by reference as part of this Agreement ARTICLE 2 0 - TERM OF AGREEMENT The term of this Agreement shall begin on the effective date and end one year after perfor. mance of Services ARTICLE 3 0 - COMPENSATION Owner shall pay Engineer in accordance with Attachment 2 0 Compensation, which is attach ed hereto and incorporated by reference as a part of this Agreement ARTICLE 4 0 - PROFESSIONAL OBLIGATIONS OF ENGINEER Engineer shall exercise the same degree of care, skill, and diligence in the performance of the Services as is ordinarily provided by a professional engineer under similar circumstances and Engineer shall, at no cost to Owner, reperform services which fail to satisfy the foregoing standard of performance Except as may be required in Attachment 10, Scope of Services, Engineer shall not be responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Services In addition, Engineer shall not be responsible for any contractor's, subcontractor's, vendor's, or other project participant's failure to fulfill their contractual or other responsibilities to the Owner In no event shall Engineer be responsible for any contractor's, subcontractor's, vendor's, or other project participant's failure to comply with federal, state, or local laws, ordinances, regulations, rules, codes, orders, criteria, or standards ARTICLE 5 0 - OPINIONS OF COST AND SCHEDULE Since Engineer has no control over the cost of labor, materials, equipment or services furnished by others, or over contractors', subcontractors', or vendors' methods of determining prices, or over competitive bidding or market conditions, Engineer's cost estimates shall be made on the basis of his experience and qualifications and shall represent Ins beat judgment as an experienced and qualified professional engineer, familiar with electric utility projects Likevrnse, since Engineer has no control over the resources provided by others to meet contract schedules, Engineer's forecast schedules shall be made on the basis of his experience and qualrfrca tions and shall represent his beet judgment as an experienced and qualified professional engineer, familiar with electric utility projects Engineer cannot and does not guarantee that proposals, bids or actual project costs will not vary from his cost estimates or that actual schedules will not vary from his forecast schedules ARTICLE 6 0 - LIABILITY AND INDEMNIFICATION 61 General The Owner and Engineer have considered the risks and potential liabilities that may exist during the performance of the Services and in consideration of the promises included herein agree to allocate such liabilities in accordance with this Article 6 0 Words and phrases used in this Article shall be interpreted in accordance with customary insurance industry usage and practice. 6 2 Professional Liability Engineer agrees to defend and indemnify Owner from and against legal liability for damages arising out of the performance of professional engineering services for Owner where such liability is caused by an error, omission, or negligent act of Engineer or any person or organization for whom Engineer is legally liable. 6 S Other Liability Except as provided in Subartrcle 6 2, Professional Liability dealing with liabilities associated with the performance of professional services, Engineer agrees to defend and indemnify Owner from and against legal liability for damages because of bodily injury or property damage caused by an occurrence ansrng out of Engineer's performance of the Services 64 Defense of Clams and Owner's Indemnity In the event a claim for damages ansrng out of the performance of this Agreement is made against the Owner alleging contributory or con current negligence of both Engineer and Owner, Engineer agrees to defend Owner against such claim In such event, Owner agrees to indemnify and reimburse Engineer a pro rata share of all expenses of defense and any judgment or amount paid by Engineer in resolution of such claim where such pro rata share is based upon the final judicial determination of negligence or, in the absence of such determination, by mutual agreement In addition, Owner agrees to defend and rndem nrfy Engineer from and against damages ansing out of Owner's sole negligence. 6 5 Employee Claims Engineer agrees to indemnify Owner against legal liability for damages which is the result of claims by Engineer's employees 6.6 Limitations of Liability Engineer shall have no liability for special or consequential damages including, but not limited to, loss of equipment use, loss of profits cost of capital, cost of replace- ment power, or similar damages 6 Owner's rights and remedies set forth in this Agreement are exclu and Engineer's liabilities rein whethe c , tort (including negligence), or otherwise. 6 8 Other Project Participants Engineer agrees to incorporate indemnities similar to this Ar- ticle 6 0 into contractual arrangements with other Project participants in order to protect the Owner's and Engineer's interests ARTICLE 7 0 - INDEPENDENT CONTRACTOR Engineer undertakes performance of the Services as an independent contractor and shall be wholly responsible for the methods of performance Owner shall have no right to supervise directly the methods used but Owner shall have the right to observe such performance. Engineer shall work closely with Owner in performing Services under this Agreement ARTICLE 8 0 - COMPLIANCE WITH LAWS Engineer agrees that in performing the Services, Engineer will comply with applicable regulatory requirements including federal, state, and local laws rules regulations orders, codes criteria and standards Engineer shall procure the permits, certificates, and licenses necessary to allow Engineer to perform the Services Engineer shall not be responsible for procuring permits, cer- tificates, and licenses required for the construction of the Project unless such responsibilities are specifically assigned to Engineer in Attachment 10, Scope of Services ARTICLE 90 - INSURANCE During the performance of the Services under this Agreement Engineer shall maintain the follow ing insurance (1) Comprehensive General Liability Insurance with bodily injury limits of not less than $600,000 for each occurrence and not less than $500,000 in the aggregate, and with property damage limns of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate (2) Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not lees than $600,000 for each accident and with property damage limits of not less than $100,000 for each accident (3) Worker's Compensation Insurance in accordance with statutory requirements and Employers' Liability Insurance with limits of not less than $100,000 for each accident (4) Professional Liability Insurance with limits of not less than $3,000,000 annual aggregate. (5) Umbrella Insurance providing not less than $10,000,000 limits in excess of the limits stated in items (1) through (4) Engineer shall furnish Owner certificates of insurance including the provision that such insurance shall not be canceled without at least ten days written notice to Owner ARTICLE 100 - OWNER'S RESPONSIBILITIES Owner shall supply to Engineer, either directly or indirectly from others, all available informs tion and data which is required by Engineer Owner shall also be responsible for the following (1) Approve all procedures established to govern the relationships among Owner Engineer, and third parties (2) Make final engineering and planning decisions utilizing information supplied by Engineer (3) Provide designated personnel to represent the Owner in matters involving Engineer (4) Provide such accounting, independent cost estimating, and insurance counseling services as may be required for the Project, such legal services as Owner may re- quire or Engineer may reasonably request with regard to legal issues pertaining to the Project including any that may be raised by contractors, subcontractors, ven dons, or other project participants, such auditing services as Owner may require to ascertain how or for what purpose any contractor, subcontractor, vendor, or other project participant has used the monies paid to him and such inspection services as Owner may require to ascertain that contractors, subcontractors, vendors or other project participants are complying with any law, rule or regulation applicable to their performance of the work (5) Enter into contracts for purchase, construction, or other services with contractors subcontractors, and vendors, provide financing, and make payments in accordance with the terms of the contracts Owner may assign any responsibility described in this Article 10 0, Items (4) and (b) to Engineer by providing written instructions to Engineer to act as the Owner's agent and assume respon sibility in behalf of the Owner ARTICLE 110 - OWNERSHIP OF DOCUMENTS All documents including Drawings and Specifications prepared by Engineer pursuant to this Agreement are instruments of service in respect of the Project They are not intended or represented to be suitable for reuse by Owner or others on extensions of the Project or on any other project Any reuse without written verification or adaptation by Engineer for the specific purpose intended will be at Owner's sole risk and without liability or legal exposure to Engineer, and Owner shall indemnify and hold harmless Engineer for all claims, damages, losses, and ex penses including attorneys' fees ansmg out of or resulting therefrom Any such verification or adaptation will entitle Engineer to further compensation at rates to be agreed upon by Owner and Engineer ARTICLE 12 0 - TERMINATION OF CONTRACT The obligation to provide further services under this Agreement may be terminated by either party upon seven days' written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party Owner shall have the right to terminate this Agreement for Owner's convenience upon written notice to Engineer, and Engineer shall terminate performance of Services on a schedule acceptable to Owner In the event of termination for Owner's convenience, Owner shall pay Engineer for all Services performed ARTICLE 18 0 - NONDISCLOSURE OF PROPRIETARY INFORMATION Engineer shall consider all information provided by Owner and all drawings, reports, studies design calculations, plan, specifications, and other documents resulting from the Engineer's performance of the Services to be proprietary unless such information is available from public sources Engineer shall not publish or disclose proprietary information for any purpose other than the performance of the Services without the prior written authorization of Owner Engineer shall not make any written or verbal statement to any press or news media concern mg the Project without the written authorization of Owner ARTICLE 14 0 - NOTICE Any formal notice, demand, or request required by or made in connection with this Agreement shall be deemed properly made if personally delivered in writing or deposited in the United States mail, postage prepaid, to the address specified below lb Engineer Black & Veatch, Engineers Architects PO Bog 8406 Kansas City, Missouri 64114 Attention Head Power Division lb Owner City of Denton Municipal Building 216 East McKinney Denton, Texas 76201 Attention Director of Utilities Nothing contained in this Article shall be construed to restrict the transmission of routine communications between representatives of Engineer and Owner ARTICLE 15 0 - UNCONTROLLABLE FORCES Neither Engineer nor Owner shall be considered to be in default of the provisions of this Agree- ment if delays in or failure of performance shall be due to uncontrollable forces the effect of which, by the exercise of reasonable diligence, the nonperforming party could not avoid The term "uncontrollable forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the con trol of the nonperforming party The term "uncontrollable forces" includes, but is not limited to, fire, acts of God, flood, earthquakes, storms, lightning, epidemic, war, not, civil disturbance, sabotage, mability to procure permits, licenses, or authorizations from any state, local, or federal agency or person for any of the supplies, materials, accesses, or services required to be provided by either Owner or Engineer under this Agreement, strikes, work slowdowns or other labor disturbances, and judicial restraint Neither party shall, however, be excused from performance if nonperformance is due to uncon trollable forces which are removable or remediable and which the nonperforming party could have, with the exercise of reasonable diligence, removed or remediated with reasonable dispatch The provisions of this Article shall not be interpreted or construed to require Engineer or Owner to prevent, settle, or otherwise avoid a strike, work slowdown, or other labor action The nonper- forming party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement ARTICLE 16 0 - GOVERNING LAW This Agreement shall be governed by the laws of the State of 7bxas ARTICLE 17 0 - MISCELLANEOUS 17 1 Nonwaiver A waiver by either Engineer or Owner of any breach of a provision of this Agreement shall not be binding upon the weaving party unless such waiver is in writing In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. 17 2 Precedence In the event of conflict, errors, or discrepancies between the declarations or Articles of this Agreement and any mutually agreed written task assignment pursuant to this Agreement, provisions of the written task assignment shall be given precedence over the declare tion or Articles in resolving such conflicts, errors, or discrepancies 17 3 Severabihty The invalidity, illegality, unenforceability or occurrence of any other event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of the Agreement Any void provision of this Agreement shall be deemed severed from the Agreement and the balance of the Agreement shall be construed and enforced as if the Agreement did not contain the particular portion or provision held to be void The provisions of this section shall not prevent the entire Agreement from being void should a provision which is of the essence of the Agreement be determined to be void ARTICLE ISO - INTEGRATION AND MODIFICATION This Agreement is adopted by Engineer and Owner as a complete and exclusive statement of the terms of the Agreement between Engineer and Owner This Agreement supersedes all prior agreements, contracts, proposals, representations, negotiations letters, or other communica tions between the Engineer and Owner pertaining to the Services, whether written or oral This Agreement may not be modified unless such modifications are evidenced in writing signed by both Engineer and Owner ARTICLE 19 0 - SUCCESSORS AND ASSIGNS 191 Owner and Engineer each binds himself and his partners, successors, executors, ad ministratore, assigns and legal representatives to the other party to this Agreement and to the partners, successors, executors, adnunrstrators, assigns, and legal representatives of such other party, in respect to all covenants, agreements, and obligations of this Agreement 19 2 Neither Owner nor Engineer shall assign, sublet, or transfer any rights under or interest in (mcluchng, but without limitation, monies that may become due or monies that are due) this Agreement without the written consent of the other, except as stated in paragraph 191 and except to the extent that the effect of this limitation may be restricted by law Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement Nothing contained in this paragraph shall prevent Engineer from employing such independent consultants, associates, and subcontractors as he may deem appropriate to assist lum in the performance of services rendered. 19 3 Nothing herein shall be construed to give any rights or benefits hereunder to anyone other than Owner and Engineer IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives effective the day and year first above written CITY OF DENTON, TEXAS By (Date) Title BLACK & VEATCH, ENGINEERS ARCHITECTS By (Date) Title Cxc<~Y i~ t.e~ ATTACHMENT 10 SCOPE OF ENGINEERING SERVICES INTRODUCTION This Scope of Engineering Services describes Black & Veatch's responsibilities relating to the Ray Roberts Hydroelectric Project The schedule for the project accompanies this attachment BLACK & VEATCH'S RESPONSIBILITIES Black & Veatch agrees to accomplish the following activities to provide the Owner appropriate and necessary results from such activities A Project Administration (1) Records Maintain the necessary project records, reports, manuals, calcula tions, and technical data. Maintain records of financial management data schedules, reports, and analyses of the project (2) Conferences Hold periodic conferences with the Owner to report on progress and status, and to discuss solutions to possible problems (3) Quahty Control. Apply Black & Veatch's standing quality control program to the project consistent with the needs of the project B Project Planning and Control (1) Project Instructions Prepare Project Instructions that will establish the procedures and project file system necessary to control the administrative interfaces among the Owner, Black & Veatch and third parties (2) Scheduling On the bans of general schedule milestones established by the Owner and Black & Veatch, develop and periodically update project schedule for engineering, design, and procurement (3) Cost Estimating and Budgets Prepare a project cost estimate. The estimate will be developed after design parameters have been successfully established to define contract accounts prior to the purchase of plant equipment (4) Engineering Progress Reports Prepare and periodically submit to the Owner reports on design cost, and schedule status of the project Any signifi cant changes in design, project costs, or schedule during the preceedmg period will be reported, the reasons for such changes will be stated, and recom mendations will be made for appropnate action C Determination of Project Design Bans (1) Review Project Feasibility Based on economic parameters provided by the Owner, perform an economic assessment of the licensed project (2) Project Design Memorandum. Prepare a Project Design Memorandum defm mg the design criteria to be incorporated in the detailed design The quali ty of specified materials and construction work will be consistent with project longevity, reliability goals, and overall project costs (8) Surveys Provide topographic and hydrographic surveys as required for the project (4) Hydraulic Design. Perform a transient analysis of the hydraulic system in cluding the existing fish hatchery supply line to determine appropriate valve closure times (6) Explorations Provide subsurface foundations explorations and soils in vestrgatrons as required for the project (6) Soil Resistivity Measurements Provide engineering services for onsite measurement of soil resistivity to support electrical grounding and cathodic protection design D Incensing Assistance Provide technical and licensing support to secure remaining perrruts and licenses and to comply with terms and conditions of existing licenses and permits Provide necessary drawings and data to secure required design reviews by the Corps of Engineers, FERC, and other agencies Assist the Owner, as required in negotiating the Memorandum of Understanding with the Corps of Engineers E Design Engineering (1) General (a) Complete designs, equipment, sizing, drawings, specifications, and other supporting efforts to the degree of detail that competent con tractors can clearly determine manufactunng and construction work requirements Drawings will be prepared to rmmmrze field engineer- ing design and associated construction delays (b) Prepare calculations as required for design decisions, equipment and material selection, and preparation of construction drawings (c) Develop the detailed site arrangement including provisions for loca tron of all structures and equipment (d) Prepare prelrmmary drawings of equipment arrangements for the Owner's review and comment, and final arrangement drawings for construction (e) Prepare construction drawings including the following Site arrangement (penstock and powerhouse) Plant arrangements Bifurcation at existing outlet facility Penstock Roads and walkways Grading and fencing Drainage. Foundations Structural steel, platforms, and stairs Structural concrete. Equipment location Piping 21/2 inches and larger M3mporary piping Raceway Fire protection Underground utilities Grounding and cathodic protection Lighting and control wiring Electrical schematic and interconnection diagrams Others as required (2) Civil/Structural (a) Provide design engineering for construction facilities including laydown areas, parking lots, and drainage. (b) Provide analysis of geotechnical investigations and soil borings for foundation design (c) Provide detailed design drawings for hydraulic structures including penstocks and valve structures in accordance with applicable code requirements and seismic design criteria (d) Provide detailed design for powerhouse and auxiliary structures in cluding foundations concrete and reinforcing steel, structural steel platforms, stairs, and enclosures (e) Provide detailed design for foundations and supporting members for all equipment (f) Provide architectural design for the facilities (3) Mechanical (a) Provide design engineering including piping and instrument diagrams, and piping design of auxiliary mechanical equipment such as the equipment cooling water system and other necessary mechanical systems (b) Provide design engineering of heating, ventilating, and air condition mg systems (HVAC) for plant facilities This will include ar- rangements of HVAC equipment, and unit heaters which will be shown on design drawings (4) Electrical (a) Prepare grounding drawings showing grounding method and con nection to mayor equipment (b) Prepare raceway and circuit lists for electrical installation (c) Prepare raceway drawings to be used in conjunction with raceway and circuit lists (d) Prepare lighting and communications drawings for all permanent facilities (6) Instrument and Control (a) Prepare control and instrument schematic and interconnection diagrams showing electrical control functions and devices Interface connection diagrams will be prepared for all electrical equipment (b) Prepare instrument installation drawings (e) Switchyard (a) Provide engineering design for the switchyard F Procurement (1) Equipment Speratications Prepare specifications for all major material and equipment including spare parts Unless otherwise directed by the Owner material and equipment will be purchased through competitive bidding and fixed price contracts The following purchase specifications are planned (a) 7brbrne•genemtor and station electrical equipment (b) Penstock (c) Valves (d) Switchyard electrical equipment (2) Construction Specifications Prepare construction specifications as re- quired. It is anticipated that only one construction package will be necessary (S) Bidders List Prepare a list of potential bidders for equipment and con struction procurement as required and submit this list to the Owner for review and final bidder selection (4) Bid Evaluation. Prepare a technical and economic evaluation of vendor and contractor proposals or bids and submit recommendations to the Owner (6) Contracts and Purchase Orders Prepare the purchase order or contract issue of each specification for the Owner's execution Establish engineer- ing, fabrication, delivery, and construction schedules as applicable. (6) Processing Subouttals Receive and review vendor supplied data for con formance with contract requirements. (7) Procurement Files Index and maintain procurement files (8) Progress Meetings Participate in meetings with contractors suppliers, and the Owner as required for effective review of progress and coordination of design, construction, and startup activities (9) Contract Administration Perform all contract administration for equip ment and materials contracts (10) Delivery Status and Expediting Monitor the status of equipment manufac- ture and delivery and perform expediting when appropriate. G Resident Engineering The Engineer shall provide resident engineering services as outlined below (1) Establish a field project office and furnish resident engineering personnel The scope of services includes 120 man days of effort by a resident engineer This effort will be supplemented, as required, by the Owner (2) Arrange for the construction contractor's unloading, handling, and storage of materials Determine compliance with specifications and inspect for evidence of damage. (3) Maintain records of deliveries of materials for use in checking of progress payment invoices and for scheduling purposes (4) Monitor the material delivery commitments specified in material purchase contracts to ensure the shipment of material will coincide with the project construction schedule. (6) Monitor and inspect to the extent practical activities of the construction contractor to ensure compliance with the specifications and contract documents (6) Monitor construction progress by means of a project construction schedule. (7) Participate in scheduling and construction conferences with the Owner and construction contractor as required (8) Review progress payment invoices and make recommendations to the Owner for payment of construction contracts by the Owner (9) Initiate change orders as required for any required field modification (10) Supply the necessary technical support in the field to interpret drawings and perform such other engineering interface work as may be required in support of the construction (11) Conform Black & Veatch drawings to agree with construction records and furnish to the Owner the original mylar tracings of all drawings The draw ings will be provided at the conclusion of the project Black & Veatch will retain one set of aperture cards for record purposes H Engineering Completion The Engineer shall provide the following engineering completion services (1) System Descriptions Prepare preliminary and final system descriptions for all plant systems A complete system description will include as a minimum the following (a) General description of system functions and operation (b) Instrument and control diagrams (c) Control logic diagrams (d) Description of system equipment (e) Equipment performance curves (f) Preoperational testing requirements (g) References such as related drawings and manuals (2) Preoperational Testing and Startup Black & Veatch will establish the total plant startup sequence and will be responsible for writing and supplying a Plant Startup Manual The manual will be prepared on a system basis The Owner's operating organization will supply input and assist personnel in writing and preparation of this manual Black & Veatch will submit the Plant Startup Manual to the Owner for review and approval The Owner will operate all equipment and shall be solely responsible for system and plant operation and for the adequacy of the Plant Startup Manual As a part of startup of individual systems preoperational tests will be performed, consisting of final inspection of all equipment and the energizing and runn rng of all equipment and systems Systems will be independently tested for proper operation Black & Veatch will establish system acceptance criteria that reflect system design and the vendors' predicted performances lest procedures will be prepared by Black & Veatch for review and approval by the Owner (3) Performance Acceptance Tests For warranty purposes, oversee equipment performance acceptance tests when required by the Owner Black & Veatch will set the test requirements based on applicable performance test pro- cedures Tests will be performed by the Owner Black & Veatch will review test results and make recommendations to the Owner concerning acceptance or any contract adjustment that may be required (4) Operating Manual Provide a Plant Operating Manual The Owner will supply input and assist Black & Veatch personnel in the preparation of this manual The manual will include plant startup, shutdown, normal, abnor, mal, and emergency operating conditions The Owner shall be responsible to review and approve the Operating Manual and shall be solely responsi his for its use OWNER'S RESPONSIBILITIES The following activities for the project will be accomplished by the Owner or others and results from such activities provided to Black & Veatch (1) Approve all procedures jointly established to govern the relationships between the Owner, Black & Veatch, and third parties involved in the project (2) Provide financing and general administration (3) Establish the actual disbursements of all funds to contractors (4) Establish policy decisions relating to administration of the project (6) Make final engineering and planning decisions in a timely manner Black & Veatch will provide the appropriate information and recommendations for consideration by the Owner (6) Execute and issue the formal purchase orders and contracts Black & Veatch will provide appropriate detailed information, summaries, and documents for the use of the Owner (7) Provide general accounting as required. Black & Veatch will provide appropriate cost breakdowns and summaries for use by the Owner (8) Provide milestone schedule dates defining the Owner's time-related requirements (9) Make formal application for and obtain all licenses, permits, and approvals required for the project by federal, state, and county or local agencies Coordinate agency consultation and review of project features (10) Obtain water rights as required (11) Obtain all legal surveys and permission for aces to property, purchase all land and obtain all land rights (12) Provide economic criteria for use by Black & Veatch for conducting engineering studies and evaluating equipment bids (13) Provide copies of all available documentation and reports related to the project in eluding, but not limited to, governmental reports, surveys, memoranda, and impact statements, feasibility studies, license applications including amendments thereto, maps, and hydrological, geological, and meteorological reports and summaries (14) Provide engineering and construction management services related to design and construction of transmission and distribution system out from the switchyard (16) Provide engineering, design, and installation of the supervisory control system to a plant interface terminal (16) Provide resident engineering services at the project site to supplement the resident engineering services included in this Scope of Services (17) Enter claims with suppliers and contractors as required, for shortages and damages to materials Formally transfer materials to the construction contractor and ob tam receipts for such transfers EQUIPMENT AND MATERIAL SUPPLIERS' RESPONSIBILITIES Equipment and material suppliers will be responsible to furnish equipment and materials as specified and as scheduled in accordance with purchase orders and contracts prepared by Black & Veatch and awarded directly by the Owner All mayor items of equipment will be purchased directly from manufacturers or vendors based upon detailed specifications prepared by Black & Veatch FIELD CONSTRUCTION CONTRACTORS' RESPONSIBILITIES The construction work will be performed under one or more separate contracts for power plant construction Each of the contractors for field construction work will be responsible as an in dependent contractor under each respective contract prepared by Black & Veatch and awarded by the Owner to accomplish the following (1) Supply all supervision, labor, and construction equipment required to perform the specified construction and installation work in a manner acceptable to the Owner and Black & Veatch (2) Furnish in strict accordance with the contract those items of material and equip ment specified to be furnished by the contractor for incorporation in the perma nent construction (8) Unload, store, and maintain Owner and contractor furnished equipment and expedite delivery of contractor furnished equipment (4) Perform the construction work in accordance with the contract requirements and the construction schedule established for the project The construction schedule will be included as a contract requirement (6) Provide field office, furnishings, general office supplies and clerical services for Black & Veatch and the Owner's field personnel DCNTOiI, TEdAS RAY ROBERTS HYDRO PROJE T PROJECT oChDULE 198e 1709 1989 199 May lan ul Aug Sep Cct Nov Deu Jan Feb Mar Apr May Jun Sul Aug cep Oct Nov DecJan ce6 he I 'EN-ALTHORIZE FINAL ENGR 10 2 DEN BID AWARD T/G % DEN-olD AWARD PENSTOCK 4 eeN BID AWARD GEN CONSTR - 5 B&V-REVW FEASIBIL,TY 1 > =ti o B&V T/G SFcC loll COMPLETE 7 a&V-PPnJ DESIGN MEMO 8 R&V- ENSTOCK SPEC 1007 COMP 9 B&V 7)1 DESIGN CCMPLETE I 14 c&V-1004 DPSIJN COMPLETE 1' B&V-,i0% SPEC/DWG COMPLETE > 12 CE-INI IAL DESG REV MTG 13 CCE PENSTOCK REV 14 COE 707 DESS REVIEW > 15 DOE 704 SPEC/DWG REVIEW I > 18 COE-100% DESG REV MTS 17 COE-1004 SPEC,DWG REVIEW I » 18 rRC-100% SFEC/DWG/GC REV I )---i 19 FRC REVIEW COFFERDAMS > c0 FWS-INITIAL CONSULT I -3 21 FWS-REV HATCHERY INTERFACE I 22 SHP-REVIEW SITE LAYOUT I 23 T/G-OUTLINE OWG8 COMPLETE I 24 T/G-MECH INTERFACE COMP I 25 T/8 EOU10 DWGS COMPLETE I 25 T G-FABR EMBEDDED PARTS 27 T/5-WIRING DWGS COMPLETE I 28 T,G-FABR URBINE GENERATOR 29 T/u-FABR PANELS 3) SUP PENSTOCK DEL 31 GCC-MOBILIZE I > 32 nCC INSTALL PENSTCK/VALVE > - 33 oLC-LCNSTR POWERHOUSE FDN I 34 ju' CCNcTR POWERHOUSE STRUCT ) - i9 GCC-INSTALL -j EMBEDS 36 j'C INSTALL T-G I t 3 ''-INSTALL ELEL PANELS _ 73 CC JNIT ~O FLP'E I ! ATTACHMENT 2 0 COMPENSATION Owner shall pay to the Engineer for the performance of the Services the sum of the following amounts (1) The amount of 186 times payroll costs for the actual time of office personnel ap plied to the Services (2) An amount equal to the actual out-of pocket cost or standard charges for all ex penses incurred by Engineer directly chargeable to the Services rendered pursuant to tine Agreement Such expenses shall specifically include, but are not necessarily limited to, the following (a) Long distance telephone expenses (b) Standard charges for operating time actually applied to the Services of Engineer's computer center, other computer centers, and Engineer's automated drafting systems (c) Prints, reproductions, word processing, and printed documents at standard rates (d) Reasonable traveling and living expenses for personnel (e) The actual cost paid by the Engineer to third parties (f) Other direct expenses related to the Services An escalation rate of no more than five percent per year will be applied to salary costs for services performed subsequent to December 31, 1988 Payroll costs include actual salary plus allowances for holidays, vacation sick leave, FICA and unemployment taxes, worker's compensation insurance, and employee benefits including medical insurance, supplemental retirement programs, life insurance, incentive compensation, tuition reimbursements, and other miscellaneous benefits The payroll allowance, exclusive of holidays, shall be fixed for the term of this Agreement at thirty (30) percent of the hourly salary rate. Hourly salary rates shall be equal to the monthly salary divided by the number of regularly scheduled working hours during the Engineer's fiscal month, thus, the allowance for holidays is provided in the hourly salary rate. The Engineer's fiscal month is from the 27th day of each month through the 26th day of the succeeding month. Engineer will submit to Owner monthly invoices for Services performed Each invoice will be subnutted by about the fifteenth day of the month following the month during which such Ser- vices were performed Owner agrees to pay Engineer's monthly invoice within 30 days after the invoice date and to pay Engineer a carrying charge of 11h percent per month (18 percent per year) or the maximum rate allowed by law, if less, on all amounts remaining unpaid after 60 days following an invoice date. Owner has the right to audit the time records and salaries of personnel and charges for direct expenses for assignments for which cost plus compensation is provided Engineer agrees that the total amount payable by Owner for the Services shall not exceed THREE HUNDRED FORTYSIX THOUSAND DOLLARS ($346,000) without prior written approval from the Owner provided the Services are performed in accordance with the schedule accompa nymg Attachment 10 2180L NO Q~ AN ORDINANCE APPROVING AMENDMENT NO 1 TO AN AGREEMENT FOR DESIGN ENGINEERING SERVICES BETWEEN THE CITY OF DENTON AND BLACK & VEATCH FOR ENGINEERING SERVICES RELATING TO THE LAKE RAY ROBERTS HYDROELECTRIC FACILITY; AND PROVIDING FOR AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the Mayor and City Secretary are hereby authoriz- end ann directed to execute and attest, respectively, Amendment No 1 to the Agreement for Design Engineering Services between the City of Denton and Black & Veatch for engineering services relating to the Lake Ray Roberts Hydroelectric facility under the terms and conditions being contained in said agree- ment, which is attached hereto and made a part hereof SECTION II That the City Council hereby authorizes the expend ture o funds in the manner and amount as specified in the Agreement SECTION III That the City Secretary is hereby directed to attach a copy of the attached Amendment No 1 to ordinance 88-90 and inscribe on the face of Ordinance 88-90 a statement that the Agreement has been amended by the adoption of this ordinance SECTION IV That this ordinance shall become effective im- mediate y upon its passage and approval PASSED AND APPROVED this the day of 1990 ATTEST JENNIFER WALTERS, CITY SECRETARY AU _ BOB CASTLEBERRY, MAY BY APPROVED AS TO LEGAL FORM DEBRA ADA/MI DRAYOVITCH, CITY ATTORNEY BY 218&L AMENDMENT NO 1 TO AGREEMENT FOR DESIGN ENGINEERING SERVICES BETWEEN THE CITY OF DENTON, TEXAS AND BLACK & VEATCH, ENGINEERS-ARCHITECTS DATED MAY 17, 1988 WHEREAS, on May 17, 1988 the City of Denton, hereinafter called owner, and Black & Veatch, Engineers-Architects, herein- after called Engineer, entered into an agreement for the perfor- mance of professional engineering services in connection with the Lake Ray Roberts Dam Hydroelectric Project, and WHEREAS, due to certain factors beyond the control of either party, the design of said Hydroelectric Project has been delayed, and WHEREAS, the Engineer has requested that the contract provi- sions relating to compensation be amended and the City has agreed to such changes; NOW, THEREFORE W I T N E S S E T H ARTICLE I Pursuant to Article 18 0 (Integration and Modification) of that certain Agreement entered into by and between the Owner and Engineer on the 17th day of May, 1988, Engineer and Owner hereby agree That Attachment 2 0 (Compensation) of said Agreement is hereby amended so that it shall hereafter be and read as follows ATTACHMENT 2.0 COMPENSATION Owner shall pay to the Engineer for the performance of the Services the sum of the following amounts (1) The amount of 1 85 times payroll costs for the actual time of office personnel applied to the Services (2) An amount equal to the actual out-of-pocket cost or standard charges for all expenses incurred by Engineer directly chargeable to the Services rendered pursuant to this Agreement Such expenses shall specifically include, but are not necessarily limited to, the following (a) Long distance telephone expenses (b) Standard charges for operating time actually applied to the Services of Engineer's computer center, other computer centers, and Engineer's automated drafting systems (c) Prints, reproductions, word processing, and printed documents at standard rates (d) Actual costs of reasonable traveling and living expenses for personnel (e) The actual cost paid by the Engineer to third parties (f) Other direct expenses related to the Services An escalation rate of not more than five (5%) percent per year will be applied to salary costs for services performed subsequent to December 31, 1988 Payroll costs include actual salary plus allowances for holidays, vacation, sick leave, FICA and unemployment taxes, worker's compensation insurance, and employee bene- fits including medical insurance, supplemental retirement programs, life insurance, incentive compensation, tuition reimbursements, and other miscellaneous benefits The payroll allowance shall be fixed for the term of this Agreement at 33 83 percent of the hourly salary rate Hourly salary rates shall be equal to the annual salary divided by 21080 The Engineer's fiscal month is divided into 13 four-week accounting periods Each accounting period contains 160 hours Engineer will submit to Owner invoices for Services per- formed over a four week period Each invoice will be sub- mitted by the tenth day of the four week period following the four week period during which such Services were performed. Owner agrees to pay Engineer's four week period invoice within thirty (30) days after the receipt of the invoice and to pay Engineer a carrying charge of one (1%) percent per month (twelve (128) percent per year) or the maximum rate allowed by law, if less, on all amounts remaining unpaid after sixty (60) days following an invoice date Owner has the right to audit the time records and salaries of personnel and charges for direct expenses for this project. PAGE 2 Engineer agrees that the total amount payable by Owner for the Services shall not exceed Three Hundred Fifty Thousand Eight Hundred Eighty-Four ($3501884) Dollars for Services without prior written approval from the Owner ARTICLE II In all other respects, the terms and conditions of the Agree- ment, as executed by the parties on the 17th day of May, 1988 remain in full force and effect Executed this J~day of O , 1990 CITY OF DENTON, TEXAS BY A BOB CASTLEBERRY, MA R ATTEST JEN R LTER , CITY SECRETARY APPROVED AS TO LEGAL FORM DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY BY BLACK & VEATCH ENGINEERS-ARCHITECTS BY ITLE PAGE 3 1 i i i i ~ I f ~ t ~ { f ~ k ~ E I 1 r ~ ~ ~ li f t I ' 1 i ~ i } i ~i ~ F ~ 3 f ~ ~ i M f I i E f ~ I ~ { 4 i ~ } I ~ ~ Ff I S ' j I