1986-1181474L
NO _DZ=U C1
AN ORDINANCE APPROVING AN AGREEMENT BETWEEN THE CITY OF DENTON
AND BLACK $ VEATCH FOR ENGINEERING SERVICES IN REGARD TO UTILITY
DISTRIBUTION PROJECTS, 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 authorized and
directed to execute and attest, respectively, the agreement
between the City of Denton, and Black and Veatch, Consulting
Engineers, providing for professional services comprising of
power plant improvement and future substation siting and
modifications under the terms and conditions being contained in
said agreement which is attached hereto and made a part hereof
SECTION II
That expenditure of funds therefor is hereby authorized in
an amount not to exceed Twenty-nine Thousand Dollars
($29,000 00)
SECTION III
That this ordinance shall become effective immediately upon
its passage and approval
PASSED AND APPROVED this the 10th day of June, 1986
A R
CITY DENTON, TEXAS
ATTEST
TE'AL , JCITT SECRETARY
CITY OF DENTON, TEXAS
APPROVED AS TO LEGAL FORM
DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY
CITY OF DENTON, TEXAS
BY 1LLe
GENERAL SERVICES AGREEMENT
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 4 0 - PROFESSIONAL OBLIGATIONS OF ENGINEER
ARTICLE S 0 - OPINIONS OF COST AND SCHEDULE
ARTICLE 6 0 - LIABILITY AND INDEMNIFICATION
ARTICLE 7 0 - INDEPENDENT CONTRACTOR
ARTICLE 8 0 - COMPLIANCE WITH LAWS
ARTICLE 9 0 - INSURANCE
ARTICLE 10 0 - 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 19 0 - SUCCESSORS AND ASSIGNS
2
GENERAL SERVICES AGREEMENT
THIS AGREEMENT, effective the day of 19
by and between 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 is engaged in the operation and maintenance of electric utility facilities, and,
WHEREAS, Owner may from time to time undertake Projects related to such facilities, and,
WHEREAS, Owner may require certain engineering services in connection with such Projects
(hereinafter referred to as the Services), and,
WHEREAS, Engineer is prepared to provide such Services
NOW 'WHEREFORE, in consideration of the premises and the mutual covenants herein contained
the parties hereto agree as follows
ARTICLE 10 - SERVICES TO BE PERFORMED BY ENGINEER
As the need for engineering services arises, Owner will request the services of Engineer Such
requests shall describe Owner's requirements, including the scope of work and the expected
schedule All requests shall be confirmed in writing
Engineer shall review its personnel resources to determine whether qualified individuals are
available to satisfy Owner's request If qualified individuals are available, Engineer will pro
vide a written response describing the approach to be taken for carrying out the assignments
Engineer's background experience and qualifications for similar assignments, the estimated
cost, and the schedule for completion
If mutual agreement is reached, Owner will provide written authorization for Engineer to pro
ceed with the services
ARTICLE 2 0 - TERM OF AGREEMENT
The term of this General Semces Agreement shall be for three (3) years from the date it is effec
tive The Agreement may be extended thereafter by mutual written agreement of the parties
ARTICLE S 0 - COMPENSATION
Owner shall pay to the Engineer for the performance of the Services the sum of the following
amounts with a total not to exceed amount as directed by the Owner and approved by the Engineer
for each specific task assignment
(1) The amount of 185 times payroll costs for the actual time of 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 Engineers
automated drafting systems
(c) Prints, reproductions, word processing, printed documents and drawing
control at standard rates
(d) Reasonable traveling and living expenses for personnel
(e) The actual coat paid by the Engineer to thud parties
(f) Other direct expenses related to the Services
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 the Agreement at one
hundred thirty (130) 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
submitted by about the 15th day of the month following the month during which such Services
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 11/2 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 charge for direct
expenses for assignments for which cost plus compensation is provided
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 coat to Owner, re-perform, services which fail to satisfy the foregoing standard
of performance.
4
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 par
ticipant's failure to comply with federal, state, or local laws, ordinances, regulations, rules, codes
orders, criteria, or standards
ARTICLE 8 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 his best judgment as an experienced
and qualified professional engineer, familiar with electric utility projects
Likewise, 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 qualifica
tions and shall represent his best 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 g 0 - LIABILITY AND INDEMNIFICATION
e 1 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 3 Other Liability Except as provided in Subarticle 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 arising out of Engineer's performance of the Services
6 4 Defense of Claims and Owner's Indemnity In the event a claim for damages arising
out of the performance of this Agreement is made against the Owner alleging contributory or
concurrent 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
5
where such pro rata share is based upon the final judicial determination of negligence or in
the absence of such determination, by mutual agreement
is the result o r agrees to indemnify
8 8 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 replacement power, or similar damages
8 7 Remedies. Owner's rights and remedies set forth in this Agreement are exclusive and
Engineer's liabilities are limited as set forth herein whether based upon contract, tort (including
negligence), or otherwise
8 8 Other Project Participants. In the event other parties are involved in any of the
assignments under this Agreement, Owner will incorporate indemnities similar to this Article
8 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 performace 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 licensee required for the construction of the Project unless such responsibilities
are specifically assigned to Engineer
ARTICLE 8 0 - INSURANCE
During the performance of the Services under this Agreement Engineer shall maintain the
following insurance.
(1) Comprehensive General Liability Insurance with bodily injury limits of not less
than $500,000 for each occurrence and not less than $500,000 in the aggregate, and
with property damage limits of not less than $100,000 for each occurrence and not
less than $100,000 in the aggregate.
(2) Automobile Liability Insurance with bodily injury limits of not less than $500,000
for each person and not less than $500,000 for each accident and with property
damage limits 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 cancelled without at least ten days written notice to Owner
ARTICLE 10 0 - 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) Furnish to Engineer, in writing, all of Owner's requirements for the Prq)ect including,
but not limited to, schedule milestones, any financial constraints, and any Owner
criteria, standards, design objectives, or design constraints
(3) Make final engineering and planning decisions utilizing information supplied by
Engineer
(4) Provide designated personnel to represent the Owner in matters involving Engineer
(5) Provide such accounting, independent cost estimating, and insurance counseling
services as may be required for the Project, such legal services as Owner may require
or Engineer may reasonably request with regard to legal issues pertaining to the
Project including any that may be raised by contractors, subcontractors, vendors,
or other project participants, such auditing services as Owner may require to ascer
tain 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
(6) 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 contract
Owner may assign any responsibility described in this Article 10 0 Items (5) and (6) to Engineer
by providing written instructions to Engineer to act as the Owner's agent and assume
responsibility 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
expenses including attorneys' fees ansing 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 a convenience, Owner shall pay
Engineer for all Services performed
ARTICLE 13 0 - NONDISCLOSURE OF PROPRIETARY INFORMATION
Engineer shall consider all information provided by Owner and all drawings, reports, studies
design calculations, plans, specifications, and other documents resulting from the Engineers
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 concerning
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
To Engineer Black & Veatch, Engineers Architects
P 0 Box 8406
Kansas City, Missouri 64114
Attention Head of Power Division
To Owner City of Denton Texas
Municipal Building
216 E McKinney Street
Denton, Texas 76201
Attention Director of Utilities
Nothing contained in this Article shall be construed to restrict the transmission of routine
communication between representatives of Engineer and Owner
8
ARTICLE 15 0 - UNCONTROLLABLE FORCES
Neither Engineer nor Owner shall be considered to be in default of the provisions of this
Agreement 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 control
of the nonperforming party The term "uncontrollable forces' includes, but is not limited to,
fire, acts of God, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance
sabotage, inability 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 distur
bances, 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 the 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 Texas
ARTICLE 17 0 - MISCELLANEOUS
171 Nonwaiven A waiver by either Engineer or Owner of any breach of a provision of this
Agreement shall not be binding upon the waiving 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
declarations or Articles in resolving such conflicts, errors, or discrepancies
17 S Severability The invalidity, illegality, unenforceabihty, 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 provi
sion 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 18 0 - 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 communications
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 itself and its directors, officers, partners, successors,
executors, administrators, assigns, and legal representatives to the other party to this Agree
ment and to the directors, officers, partners, successors, executors, administrators, assigns, and
legal representatives of such other party, in respect to all covenants, agreements, and oblige
tions of this Agreement
19 2 Neither Owner nor Engineer shall assign, sublet, or transfer any rights under or interest
in (including, 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 19 1 and
extcept 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 contain
ed in this paragraph shall prevent Engineer from employing such independent consultants,
associates, and subcontractors as he may deem appropriate to assist him in the performance
of services rendered
19 8 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 (D t
~
Title ~ (r
BLACK & VEATCH ~Sl~, ENGINEERS ARCHITECTS
By
(Date)
Title
10
DRAFT
ATTACHMENT I
SCOPE OF SERVICES
FOR
ENGINEERING EVALUATIONS
SERVICES TO BE PERFORMED BY THE ENGINEER
The engineering evaluations to be performed by the Engineer shall
include the following
1 0 Project Administration
The Engineer shall provide home office project administration
services as outlined below
1 1 Monitor the progress of the Engineer's services and expedite
the Engineer's services as required to maintain the project
schedule as agreed between the Owner and th Engineer
1 2 Maintain files of all correspondence between the Owner and
Engineer and the Engineer and third parties Copies of all
correspondence between the Engineer and the third parties
shall a issued to the Owner
1 3 Prepare memoranda of all conferences between the Owner and the
Engineer, and the Engineer and third parties Conference
memoranda shall be issued to the Owner within 1 week of each
conference
1 4 Assign qualified and experienced personnel to the project for
performance of the Engineer's services
1 5 The Black and Veatch evaluations identified for the following
Items 1 through 7 would generally consist of a letter report
with the following subjects addressed
o Description of problems
o Description of alternatives
o Economic evaluation of alternatives
0 Recommended alternative
o Engineering, material and construction cost of
recommended alternatives
ITEM 1 BOILER FEED PUMP CYCLING
Units 4 and 5 boilers are required to be kept in hot standby
Steam is drawn off these boilers for various station uses As
a result, the drum pressure varies from 600 psi to 100 psi and
the BFP's (Boiler Feed Pumps) on Units 4 and 5 have to be
cycled on and oft two times a day to refill the drums
The cycling of large motors such as those associated with
these BFP's is not desirable
4239U 1
Black and Jeatch will perform an evaluation of practical
alternatives available to prevent this problem
The engineering cost to perform this evaluation is estimated
to be $2,000
ITEM 2- CONTROLLERS AND CONTROL VALVES
The Station can no longer get repair parts for the following
types of equipment
Equipment Units
Swartwout Controllers I & 2
Swartwout Control Valves 1 $ 2
Fisher Levi-Trols 3
Fisher Wizard Controllers 1 & 2
Black B Veatch will perform an evaluation of practical
alternatives to prevent this problem
The engineering cost to perform this evaluation is estimated
to be $4,000
ITEM 3- PILOT LIGHTOFF CONTROLLERS
These controllers on Units 1 and 2 are obsolete and
undependable
Black 4 Veatch will perform an evaluation of upgrading
alternatives
The engineering cost to perform this evaluation is estimated
to be $2,000
ITEM 4- FORCED DRAFT FANS
Due to the cycling on and off of Units 4 and 5 forced draft
fans, undesirable demands are being put on the motors
We have been in contact with the fan manufacturer for Unit 5
and have obtained the remainder of the information required by
Allen Bradley for their analysis of the reduced voltage
starting scheme Attached is the fan speed-torque curve and
the remaining required information
Black b Veatch will perform an evaluation of practical
alternatives including reduced voltage starting
The engineering cost to perform this evaluation is estimated
to be $2,000
4239U 2
ITEM 5- TRANSFORMER PCB'S
Five of the transformers located inside the station contain
PCB's Four of these are 4160/480 V and one is 13,200/480 V
Black $ Veatch will perform an evaluation of practical
alternatives to dispose of and/or otherwise replace the
transformers to preclude potential health hazards associated
with PCB's
The engineering cost to perform this evaluation is $1,500
ITEM 6- STATION FIVE PROTECTION
The Appalachian Insurance Company has made a number of
recommendations for additional fire protection measures at the
station A copy of some of these recommendations is attached
and made a part hereof
Black and Veatch's fire protection specialist will perform an
inspection of the station and an evaluation of the
recommendations with regard to practicality of implementation
The en sneering cost to perform this evaluation is estimated
to be 12,000
ITEM 7- DEGRADATION OF INSTRUMENT SENSING LINES
Plant personnel report that there is a high failure rate of
instrument sensing line piping and valves, especially on Units
1 and 2 It is thought to be because of age
Black $ Veatch will perform an evaluation of the general
condition and recommend an approprite maintenance/replacement
program
The engineering cost to perform this evaluation is estimated
to be $1,500
ITEM 8 - STUDY $ EVALUATION OF HICKORY $ KING SUBSTATIONS
REVIEW $ EVALUATION OF 3 NEW SUBSTATION SITES
Meetings as required to gather data on bus loadings and
information existing for system growth
Black $ Veatch will prepare a letter type report outlining the
data collected and recommendations
The en ineerin$ cost to perform this evaluation is estimated
to be 14,000 (25 man-days to complete)
TOTAL ESTIMATED COST OF PROJECT $
4239U 3