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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