2011-001ORDINANCE NO. 2011-001
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL
SERVICES AGREEMENT WITH MALCOLM PIRNIE,INC. FOR ENGINEERING SERVICES
TO DEVELOP A SUPERVISORY CONTROL AND DATA ACQUISITION (SCADA) MASTER
PLAN FOR THE CITY OF DENTON WATER PRODUCTION DIVISION; AUTHORIZING THE
EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 4528
IN AN AMOUNT NOT TO EXCEED $119,873).
WHEREAS, The professional services provider (the "Provider) mentioned in this ordinance is
being selected as the most highly qualified on the basis of its demonstrated competence and
qualifications to perform the proposed professional services; and
WHEREAS, The fees under the proposed contract are fair and reasonable and are consistent
with and not higher than the recommended practices and fees published by the professional
associations applicable to the Provider's profession and such fees do not exceed the maximum
provided by law; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION I. The City Manager is hereby authorized to enter into a professional service
contract with Malcolm Pirnie, Inc. to provide professional engineering and related services for the
development of a Supervisory Control And Data Acquisition (SCADA) Master Plan for the City of
Denton Water Production Division, a copy of which is attached hereto and incorporated by reference
herein.
SECTION II. The City Manager is authorized to expend funds as required by the attached
contract.
SECTION III. The findings in the preamble of this ordinance are incorporated herein by
reference.
SECTION IV
approval.
This ordinance shall become effective immediately upon its passage and
PASSED AND APPROVED this the
day oft011.
1V1LARK ~,.-Bkg~U UH,VA OR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY. Dr" 1~)cd ~
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
- /
BY: K'.- 4-O P
4~
PROFESSIONAL SERVICES AGREEMENT
FOR WATER PRODUCTION SCADA MASTER PLAN
RFP 4528
STATE OF TEXAS §
COUNTY OF DENTON §
Aay THIS AGREEMENT is made and entered into as of the of -d ,
20A, by and between the City of Denton, Texas, a Texas municipal coiporation, its
principal office at 215 East McKinney Street, Denton, Denton Couilty, Texas 76201, hereinafter
called "OWNER" and Malcolm Pirnie, Inc. with its coiporate office at 12400 Coit Road, STE
1200 Dallas, TX 75251, hereinafter called "CONSULTANT," acting herein, by and through their
duly authorized representatives.
WIT'NESSETH, that in consideration of the covenants and agreements herein contained,
the parties hereto do mutually agree as follows:
ARTICLE I
EMPLOYMENT OF CONSULTANT
The OWNER hereby contracts with the CONSULTANT, as an independent contractor,
and the CONSULTANT hereby agrees to perforin tl-ie services herein ii1 coiuiection with the
Project as stated in the sections to follow, with diligence and in accordance with the lughest
professioiial standards customarily obtained for such services in the State of Texas. The
professional services set out herein are in connection with the following described project:
The Project shall include, without limitation, (herein describe project)
RFP 4528 - Professional Services for Water Production SCADA Master Plan
ARTICLE II
SCOPE OF SERVICES
The CONSULTANT shall perform the following services in a professional manner:
Water Production SCADA Master Plan
A. The CONSULTANT shall perform all those setvices as necessary and as described in the
OWNER's - RFP 4528 on file at the office of the Purchasing Agent.
B. CONSULTANT shall perfoim all those services set forth in individual taslc orders wluch
shall be attached to this Agreement and made a part hereof for all purposes as separate
agreements. (Exhibit 5).
C. If there is any conflict between the terms of this Agreement and the exhibits attached to
this Agreeinent, the teims and conditions of this Agreement will control over the terins
and conditions of the attached exhibits or taslc orders.
ARTICLE III
ADDITIONAL SERVICES
(To Be Used if Consultant is an Engineer)
Additional services to be performed by the CONSULTANT, if authorized by the
OWNER, which are not included in the above-described Basic Services, are described as
follows;
A. During the course of the Project, as requested by OWNER, the CONSULTANT will be
available to accompany OWNER's personnel when meeting with the Texas Natural
Resource Conservation Commission, U.S. Environmental Protection Agency, or other
regulatory agencies. The CONSULTANT will assist OWNER's persoimel on ail as-
needed basis in preparing compliance schedules, progress reports, and providing general
technical support for the OWNER's compliance effoi-ts,
B. Assisting OVJNER or contractor in the defense or prosecution of litigation in com-iection
with or in addition to those services contemplated by tlus Agreement. Such services, if
any, shall be furnished by CONSULTANT on a fee basis negotiated by tlie respective
parties outside of and in addition to this Agreement.
C. Sampling, testing, or analysis beyond that specifically inchlded in Basic Services.
D. Preparing copies of computer aided drafting (CAD) electronic data bases, drawings, or
files for the OVVNER's use in a firture CAD system.
E. Preparing applications and supporting documents for goveriunent grants, loans, or
planning advances and providing data for detailed applications.
F. Appearing before regulatory agencies or courts as an expert witness in any litigation with
third parties or condemnation proceedings arising from the development or construction
of the Project, including the preparation of engineering data and reports for assistance to
the OWNER.
G. Providing geotechnical investigations for the site, including soil borings, related analyses,
and recommendations.
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ARTICLE III
ADDITIONAL SERVICES
(To Be Used For Other Consultants)
Additional services to be performed by the CONSULTANT, if authorized by the
OWNER, which are not included in the above-described Basic Services, are described as
follows: (list all additional services that may be required for the project)
ARTICLE IV
PERIOD OF SERVICE
This Agreement shall become effective upon execution of tlus Agreeinent by the
OWNER and the CONSULTANT and upon issue of a notice to proceed by the OWNER, and
shall remain in force for the period which may reasonably be required for the completion of the
Project, including Additional Services, if any, and any required extensions approved by the
OWNER. This Agreement may be sooner terminated in accordance with the provisions hereof.
Tiine is of the essence in this Agreement. The CONSULTANT shall make all reasonable efforts
to complete the services set forth herein as expeditiously as possible and to meet the schedule
established by the OWNER, acting through its City Manager or his designee.
ARTICLE V
COMPENSATION
A. COMPENSATION TERMS:
1. "Subcontract Expense" is defined as expenses incurred by the CONSULTANT in
employment of others in outside firms for services in the nati.ire of Water
Production SCADA Master Plan.
2. "Direct Non-Labor Expense" is defined as that expense for any assiglunent
incuned by the CONSULTANT for supplies, transpoitation and equipinent,
travel, communications, subsistence, and lodging away from hoine, and similar
incidental expenses in connection with that assignment.
B. BILLING AND PAYMENT: For and in consideration of the professional services to be
performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost
estimate detail at an hourly rate shown in Exhibit "C" which is attached hereto and is
incoiporated by reference as if set forth fully in this Agreement, a total fee, including
reimbursement for direct non-labor expenses not to exceed $119,873.00.
Partial payments to the CONSULTANT will be made on the basis of detailed monthly
statements rendered to and approved by the OWNER through its City Manager or his
designee; however, under no circumstances shall any monthly statement for services
exceed the value of the worlc perfoimed at the time a statement is rendered. The
OWNER may withhold the final five percent (5%) of the contract amoLUit tultil
completion of the Project.
Page 3
Nothing contained in this Article shall require the OWNER to pay for any worlc which is
unsatisfactory, as reasonably determined by the City Manager or his designee, or which is
not submitted in compliance with the terms of this Agreement. The OWNER shall not be
required to malce any payments to the CONSULTANT when the CONSULTANT is in
default under this Agreement.
It is specifically understood and agreed that the CONSULTANT shall ilot be authorized
to undertalce any work pursuant to this Agreement which would require additional
payments by the OWNER for any charge, expense, or reimbursement above the
maximum not to exceed fee as stated, without first having obtained written authorization
from the OWNER. The CONSULTANT shall not proceed to perform the services listed
in Article III "Additional Services," without obtaining prior written authorization from
the OWNER.
C. ADDITIONAL SERVICES: For additional services authorized in writing by the
OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of
Charges at an hourly rate as agreed upon in writing in advance. Payments for additional
services shall be due and payable upon submission by the CONSULTANT, and shall be
in accordance with subsection B hereof. Statements shall not be subinitted more
frequently than monthly.
D. PAYMENT: If the OWNER fails to malce undisputed payments due the CONSULTANT
for services and expenses within thirty (30) days after receipt of the CONSULTANT's
undisputed statement thereof, prompt payment act interest as set forth in Chapter 2251 of
the Texas Government Code shall be paid on the amounts due the CONSULTANT. In
addition, the CONSULTANT inay, if it has not received payment by the thirty-first (315t)
day after receipt of payment, after giving ten (10) days' written notice to the OWNER,
suspend services under this Agreement until the CONSULTANT has been paid in fiill all
amounts due for services, expenses, and charges, provided, however, nothing hereiil shall
require the OWNER to pay proinpt payment act interest if the OWNER has a bona fide
dispute with the CONSULTANT concerning the payinent or if the OWNER reasonably
determines that the worlc is unsatisfactory, in accordance with this Article V,
"Compensation."
ARTICLE VI
OBSERVATION AND REVIEW OF THE WORK
The CONSULTANT will exercise reasonable care and due diligence in discovering and
promptly reporting to the OWNER any defects or deficiencies in the worlc of the
CONSULTANT or any subcontractors or subconsultants.
ARTICLE VII
OWNERSHIP OF DOCUMENTS
Page 4
All documents prepared or fiimished by the CONSULTANT (and CONSULTANT's
subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and
shall become the property of the OWNER upon the termination of tlus Agreement. The
CONSULTANT is entitled to retain copies of all such docLUnents. The documents prepared and
furnished by the CONSULTANT are intended only to be applicable to this Project, and
OWNER's use of these documents in other projects sha11 be at OWNER's sole rislc and expense.
In the event the OWNER uses any of the information or materials developed plusuant to this
Agreement in another project or for other purposes than specified herein, CONSULTANT is
released from any and all liability relating to their use in that project.
ARTICLE VIII
INDEPENDENT CONTRACTOR
CONSULTANT shall provide services to OWNER as an independent contractor, not as
an employee of flle OWNER. CONSULTANT shall not have or claim any right arising from
employee status.
ARTICLE IX
INDEMNITY AGREEMENT
The CONSULTANT shall indemnify and save and hold hai7nless the OWNER and its
officers, agents, and employees from and against any and all liability, claims, deinands, dainages,
losses, and expenses, including, but not limited to court costs and reasonable attorney fees
incurred by the OWNER, and including, without limitation, dainages for bodily and personal
injury, death and property damage, resulting from the negligent acts or oinissioils of the
CONSULTANT or its officers, shareholders, agents, or employees in the execution, operation, or
performance of this Agreement.
Nothing in this Agreement shall be construed to create a liability to any person who is not
a pai-ty to this Agreement, and nothing herein shall waive any of the parties' defenses, both at
law or equity, to any claim, cause of action, or litigation filed by anyone not a pal-ty to this
Agreement, including the defense of governmental immunity, which defenses are hereby
expressly reserved.
ARTICLE X
INSURANCE
During the perforniance of the services under this Agreement, CONSULTANT shall
maintain the following insurance with an insurance company licensed to do business in the State
of Texas by the State Insurance Commission or any successor agency that has a rating with Best
Rate Carriers of at least an A- or above:
A. Comprehensive General Liability Insurance with bodily injury limits of not less than
$500,000 for each occui-rence and not less than $500,000 in the aggregate, and with
property damage limits of not less than $100,000 for each occunence and not less than
$100,000 in the aggregate.
Page 5
B. 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 dainage
lirnits of not less than $100,000 for each accident.
C. Worker's Compensation Insurance in accordance with statutory requirements, and
Employers' Liability Insurance with limits of not less than $100,000 for each accident.
D. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate.
E. The CONSULTANT shall furnish insurance certificates or insurance policies at the
OWNER's request to evidence such coverages. The insurance policies shall naine the
OWNER as an additional insured on all such policies, and shall contain a provision that
such insurance shall not be canceled or modified without thirty (30) days' prior written
notice to OWNER and CONSULTANT. In such event, the CONSULTANT shall, prior
to the effective date of the change or cancellation, serve substitute policies fiu-nislung the
same coverage.
ARTICLE XI
ARBITRATION AND ALTERNATE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this Agreeinent by subnuttiilg the
dispute to inediation. No mediation arising out of or relating to this Agreeinent may proceed
without the agreement of both pai-ties to submit the dispute to mediation. The locatioil for the
mediation shall be the City of Denton, Denton County, Texas unless a different location is
agreed to by the parties.
ARTICLE XII
TERMINATION OF AGREEMENT
A. Notwithstanding any other provision of this Agreement, either party inay terininate by
giving thu-ty (30) days' advance written notice to the other party.
B. This Agreement may be terminated in whole or in part in the event of either party
substantially failing to fiilfill its obligations under this Agreeinent. No such tennination
will be affected unless the other party is given (1) written notice (delivered by certified
mail, return receipt requested) of intent to terminate aild setting forth the reasons
specifying the non-performance, and not less than thirty (30) calendar days to cure the
failure; and (2) an oppoi-tunity for consultation with the ternlinating party prior to
termination.
C. If the Agreement is terminated prior to completion of the services to be provided
hereunder, CONSULTANT shall immediately cease all services and shall render a final
bill for services to the OWNER within thirty (30) days after the date of termination. The
OWNER shall pay CONSULTANT for a11 services properly rendered and satisfactorily
performed and for reimbursable expenses to termination incurred prior to the date of
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termination, in accordance with At-ticle V"Compensation." Should the OWNER
subsequently contract with a new consultant for the continuation of services on the
Project, CONSULTANT shall cooperate in providing information. The CONSULTANT
shall turn over all documents prepared or furnished by CONSULTANT pursuant to tlus
Agreement to the OWNER on or before the date of termination, but may maintain copies
of such documents for its use.
ARTICLE XIII
RESPONSISILITY FOR CLAIMS AND LIABILITIES
Approval by the OWNER shall not constitute, nor be deemed a release of the
responsibility and liability of the CONSULTANT, its employees, associates, agents,
subcontractors, and subconsultants for the accuracy and competency of their designs or other
worlc; nor sha11 such approval be deemed to be an assumption of such responsibility by the
OWNER for any defect in the design or other worlc prepared by the CONSULTANT, its
employees, subcontractors, agents, and consultants. CONSULTANT retains design
responsibility and liability at all times during this Agreement and after coinpletion of this
Agreement.
ARTICLE XIV
NOTICES
All notices, communications, and repoi-ts required or pennitted under this Agreement
shall be personally delivered or inailed to the respective parties by depositing same in the United
States mail to the address shown below, certified mail, retlirn receipt requested, unless otherwise
specified herein. Mailed notices shall be deeined communicated as of three (3) days' inailillg:
To CONSULTANT:
VMc.(Colw, Kvn"t , l^r.
4b l~09~, t P.E.
I Z4e0 CoJ IU, IZ00
k)., llF.s , TK 15 ZS (
To OWNER:
City of Denton
Kathy Gault, Water Production
1701 B Spencer Road
Denton, Texas 76208
All notices shall be deemed effective upon receipt by the party to whom such notice is
given, or within tluee (3) days' mailing.
ARTICLE XV t
ENTIRE AGREEMENT
This Agreement, consisting of `q pages and ~ exiibits, constitutes the
complete and final expression of the agreement of the parties, and is intended as a complete and
exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous
offers, promises, representations, negotiations, discussions, communications, and agreements
which may have been made in connection with the subject matter hereof.
Page 7
ARTICLE XVI
SEVER.ABILITY
If any provision of this Agreement is found or deemed by a court of competent
jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of
this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event,
the parties shall refoim this Agreement to replace such striclcen provision with a valid and
enforceable provision which comes as close as possible to expressing the intention of the stricken
provision.
ARTICLE XVII
COMPLIANCE WITH LAWS
The CONSULTANT shall comply with all federal, state, and local laws, rules,
regulations, and ordinances applicable to the work covered hereunder as they may now read or
hereinafter be amended.
ARTICLE XVIII
DISCRIMINATION PROHIBITED
In performing the services required hereunder, the CONSULTANT shall not discriminate
against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or
physical handicap.
ARTICLE XIX
PERSONNEL
A. The CONSULTANT represents that it has or will secure, at its own expense, all
personnel required to perform all the services required under this Agreement. Such
personnel shall not be employees or officers of, or have any contractual relations with the
OWNER. CONSULTANT shall inforin the OWNER of any conflict of interest or
potential conflict of interest that may arise during the term of this Agreement.
B. All services required hereunder will be perfoimed by the CONSULTANT or Lulder its
supervision. All personnel engaged in worlc shall be qualified, and shall be authorized
and permitted under state and local laws to perform such services.
C. In those instances deemed necessary by the OWNER, the CONSULTANT, its employees
and/or its Sub-consultants sha11 be required to submit to backgroLUid checks.
ARTICLE XX
ASSIGNABILITY
The CONSULTANT shall not assign any of its scope of work under in this Agreement,
and shall not transfer any of its scope of worlc under this Agreement (whether by assignment,
novation, or otherwise) without the prior written consent of the OWNER. Should the
Page 8
CONSULTANT assign any part of the monies due under this Agreement, CONSULTANT is
required to provide written notice of the same to OWNER. Airy assignment of monies due under
this Agreement shall not change any of the terms or conditions of this Agreement to uiclude but
not limited to the terms and conditions for payment under this Agreeinent.
ARTICLE XXI
MODIFICATION
No waiver or modification of this Agreement or of any covenant, condition, or limitation
herein contained shall be valid unless in writing and duly executed by the party to be charged
therewith, and no evidence of any waiver or modification shall be offered or received in evidence
in any proceeding arising between the parties hereto out of or affecting this Agreeinent, or the
rights or obligations of the parties hereunder, and unless such waiver or modification is in
vvriting and duly executed; and the pai-ties further agree that the provisions of tlus section will not
be waived unless as set forth herein.
ARTICLE XXII
MISCELLANEOUS
A. The following exiibits are attaclied to and made a part of this Agreement: (list exlubits)
B. CONSULTANT agrees that OWNER shall, ttntil the expiration of five (5) years after the
final payment or after final completion of all worlc required under this Agreement,
whichever is longer, have access to and the right to examine any directly pertinent books,
documents, papers, coiTespondence, to include e-mails, and records of tlie
CONSULTANT involving transactions relating to this Agreement. CONSULTANT is
required to maintain and make available a11 electronic records associated with this
Agreement for purposes of examination. CONSULTANT agrees that OWNER shall
have access during normal worlcing hours to all necessary CONSULTANT facilities and
shall be provided adequate and appropriate worlcing space in order to conduct audits ul
compliance with this section. OWNER shall give CONSULTANT reasonable advance
notice of intended audits. This paragraph shall worlc in conjtinction with the Audit
provision set forth in Ai-ticle XXIII.
C. Venue of any suit or cause of action under this Agreement shall lie exchlsively in Denton
County, Texas. This Agreement shall be construed in accordance with the laws of the
State of Texas.
D. For the putpose of t11is Agreement, the lcey persons who will perform inost of the worlc
hereunder shall be . However, nothing herein shall
limit CONSULTANT from using other qualified and competent members of its finn to
perform the services required herein. CONSULTANT understands that OWNER is to be
informed of the removal or loss of any of the lcey persons worlcing under this Agreement.
CONSULTANT also agrees to provide the OWNER with notice of the name(s) of who it
intends to replace the key person. OWNER shall have a right to reject any replacement
Page 9
key person(s) and CONSULTANT agrees to name a replacement lcey person(s)
acceptable to the OVJNER.
E. CONSULTANT shall commence, carry on, and complete any and all projects with all
applicable dispatch, in a sound, economical, and efficient manner and in accordance with
the provisions hereo£ In accomplishing the projects, CONSULTANT shall talce such
steps as are appropriate to ensure that the work involved is properly coordinated with
related worlc being cai-ried on by the OWNER.
F. The OWNER sha11 assist the CONSULTANT by placing at the CONSULTANT's
disposal all available information pertinent to the Project, including previous reports, any
other data relative to the Project, and arranging for the access thereto, and make all
provisions for the CONSULTANT to enter in or upon public and private property as
requued for the CONSULTANT to perform services under this Agreeinent.
G. The captions of this Agreement are for informational puiposes oiily, and shall not iii any
way affect the substantive terms or conditions of this Agreement.
ARTICLE XXIII
RIGHT TO AUDIT
The OWNER shall have the right to audit and malce copies of the boolcs, records and
computations pertaining to this agreement. The CONSULTANT shall retain SLlCI1 books,
records, documents and other evidence pertaining to this Agreement during the contract period
and five years thereafter, except if an audit is in progress or audit findings are yet uiuesolved, in
which case records shall be kept until all audit taslcs are completed aiZd resolved. These books,
records, documents and other evidence shall be available, within 10 business days of written
request. Further, the CONSULTANT shall also require all Subcontractors, material suppliers,
and other payees to retain all boolcs, records, documents and other evidence pei-taining to this
agreement, and to allow the OWNER similar access to those documents. All boolcs and records
will be made available within a 50 mile radius of the City of Denton. The cost of the audit will
be borne by the OWNER unless the audit reveals an oveipayment of 1% or greater. If an
overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs,
must be borne by the CONSULTANT which must be payable within five bttsiness days of
receipt of an invoice.
Failure to comply with the provisions of this section shall be a material breach of this contract
and shall constitute, in the OWNER'S sole discretion, grounds for termination thereo£ Each of
the terms "boolcs", "records", "documents" and "other evidence"> as used above> shall be
construed to include drafts and electronic files, even if such drafts or electronic files are
subsequently used to generate or prepare a final printed document.
Page 10
IN WITNESS HEREOF, the City of Denton, Texas has caused tlus Agreement to be
executed by its duly authorized City Manager, and CONSULTANT has execute tlus Agreement
tluoh its duly authorized undersigned officer on this the ~ day of
2071. ~Ij
CITY OF DENTON, TEXAS
~
GE0kGL C. CAMPBELL, CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
A
B b~t-xi
APP VED A TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: ~
~
CONSULTANT
~
Name, Title WITNESS:
B
l~
CITY OF DENTON
INSURANCE REQUIREMENTS FOR
CONSULTANTSICONTRACTORS
The Offeror's/Biirlder's attention is directed to tlae iizsacrccnce requirements belorv. It is liiglzly
recommendetl tlitct offerors/bidrlers confer witli t/ieir respective insacrance ctcrriers or brokers
to determine in advccnce of its proposal or bid sacbmission tJae availability of insacrarzce
certificates anrl endorsetnents as prescribed anrl provitled liereirz. If an offeYOr/apprcYent low
bidder fails to comply strictty witli the iizsacraizce reyuirements, tlzrat offeror/bidder may be
rlisqualified from award of the coiztract. Upon award, all iizsaiYalzce requirements sluill
become contrccctical obligations, ivhich the sacccessficl offeroY/bidder shall have a duty to
mnintain tlzrougliout the coccrse of tlzis contract.
STANDARD PROVISIONS:
Without Zimiting any of the other obligations or liabilities of the Consultant/Contractor, the
Consultant/Contractor shall provide and maintccin until the contNacted tivork has been conipletecl
and czccepted by the City of Denton, OwneN, the nainimum insurance coverage as indicccted
hereinafter.
As soon crs pi°acticable after notification of awcci°d, Consultant/Contractor shall file 1-vith the
Purchasing DepaNtment satisfactory certificates of insurance, contccining the pl°oposcr.l/bid
number and title of the project. Consultant/ContractoJ° may, tcon written request to the
Purchasing Departh2ent, ask for claNification of ceny insurance requirerrZents at any tinze;
hotivever, Consultants/Contractors aNe strongly advisecl to make such i°equests prior to
proposal/bid opening, since the insacrance requirerraents may not be modified or 14'aivecl after
proposal/bid opening unless a written exeeption has been subrrzittecl tinith the pi oposcrl/bid.
Consultant/Coiztractor slaall not conzmence ccizy ivork or cleliver any nzatericcl icntil lae or slae
receives notification that the contract lzas been accepted, approved, and signerl by the City of
Denton.
All insui^ccnce policies pNOposed or obtained in satisfaction of these require»zents shall coniply
with the following general specifications, and shall be maintccined in conaplicrnce with these
genei°al specifications throughout the dzaration of the Contract, oN longer, if so noted:
• Each policy shall be issued by a company authorized to do business in the State of
Texas with an A.M. Best Company rating of at least A.
• Any deductibles or self-insured retentions shall be declared in the proposal or bid. If
requested by the City, the insurer shall reduce or eliminate such deductibles or
self-insured retentions with respect to the City, its officials, agents, employees and
volunteers; or, the Consultant/Contractor shall procure a bond guaranteeing payment of
losses and related investigations, claim administration and defense expenses.
• Liability policies shall be endorsed to provide the following:
Page 12
~ Name as additional insured the City of Denton, its Officials, Agents,
Employees and volunteers.
• That such insurance is primary to any other insurance available to the
additional insured with respect to claims covered under the policy and that this
insurance applies separately to each insured against whom claun is made or
suit is brought. The inclusion of more than one insured shall not operate to
increase the insurer's limit of liability.
• Cancellation: City reqacires 30 drey written notice sliould arzy of tlae policies
rlescribed on tlae certificate be caizcelCed or nzaterially clzangetl before tlae
expiration date.
• Should any of the required insurance be provided under a claims-inade form,
Consultant/Coiltractor shall maintain such coverage continuously throughout
the tei7n of this contract and, without lapse, for a period of three years beyond
the contract expiration, such that occunences arising during the contract term
which give rise to claims made after expiration of the contract shall be covered.
• Should any of the required insurance be provided under a foiln of coverage that
includes a general annual aggregate limit providing for claims investigation or
legal defense costs to be included in the general annual aggregate limit, the
Consultant/Contractor shall either double the occun ence limits or obtain
Owners and Contractors Protective Liability Insurance.
• Should any requued instuance lapse during the contract term, requests for
payments originating after such lapse shall not be processed until the City
receives satisfactoiy evidence of reinstated coverage as required by this
contract, effective as of the lapse date. If insurance is not reinstated, City may,
at its sole option, terminate this agreement effective on the date of the lapse.
Page 13
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed oN obtained in satisfaction of this Contract shccll czclditioncrlly
comply with the following maNked specifications, and shall be maintained in compliance with
these additional specifications throughout the duration of the Contrczct, or longer, if so noted:
[X] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than $500,000.00
shall be provided and maintained by the Contractor. The policy shall be written on
an occurrence basis either in a single policy or in a combination of underlying and
umbrella or excess policies.
If the Commercial General Liability foi7n (ISO Foim CG 0001 current edition) is
used:
• Coverage A shall include preinises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
• Coverage B shall include personal injury.
• Coverage C, medical payments, is not required.
If the Comprehensive General Liability foi-tn (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall iiiclude at least:
• Bodily injury and Property Dainage Liability for premises, operations,
products and completed operations, independent contractors and property
damage resulting from explosion, collapse or underground (XCU)
exposures.
• Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
[X] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined
Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a
combination of basic and umbrella or excess policies. The policy will include bodily
injury and property damage liability arising out of the operation, inaintenance and use of
all automobiles and mobile equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
• any auto, or
0 a11 owned, hired and non-owned autos.
[X] Workers Compensation Insurance
Contractor shall purchase and maintain Worker's Compensation insurance which, in
addition to meeting the miiumum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a$500,000 policy limit for occupational disease. The City iieed not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any worlc
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with
§406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worlcer's
Compensation Commission (TWCC).
Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and inaintain at all times during the prosecution of
the worlc under this contract, an Owner's and Contractor's Protective Liability insurance
policy namiilg the City as insured for property damage and bodily injury which may arise
in the prosecution of the worlc or Contractor's operations Lulder this contract. Coverage
shall be on an "occurrence" basis, and the policy shall be issued by the saine insurance
company that carries the Contractor's liability instuance. Policy liinits will be at least
coinbined bodily injury and property damage per occurreiice with a aggregate.
Fire Damage Legal Liability Insurance
Coverage is required if Broad form General Liability is not provided or is unavailable to
the contractor or if a contractor leases or rents a portion of a City building. Limits of not
less than each occurrence are required.
[X] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000.00 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
Builders' Risk Insurance
Builders' Rislc Insurance, on an All-Rislc foi7n for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appeax.
Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
portion of this coverage should be written on a"blanlcet" basis to cover all employees,
including new hires. This type insurance should be required if the contractor has access
to City funds. Limits of not less than each occurrence are required.
Page 15
AdditionalInsurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific
contract, that requirement will be described in the "Specific Conditions" of the contract
specifications.
Page 16
ATTACHMENT 1
Worker's Compensation Coverage for Building or Construction Projects for
Governmental Entities
A. Defmitions:
Certificate of coverage ("certificate")-A copy of a ceitificate of insurance, a
certificate of authority to self-insure isstted by the commission, or a coverage
agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutoiy
workers' compensation insurance coverage for the person's or entity's employees
providing seivices on a project, for the duration of the project.
Duration of the project - includes the time from the beginning of the worlc on the
project until the contractor's/person's worlc on the project has been completed and
accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) - includes all
persons or entities performing all or pai-t of the services the contractor has
undertalcen to perform on the project, regardless of whether that person contracted
directly with the contractor and regardless of whether that person has einployees.
This includes, without liinitation, independent contractors, subcontractors, leasing
companies, inotor caniers, owner-operators, employees of any such entity, or
employees of any entity which fuinishes persons to provide services on the project.
"Services" include, without limitation, providing, hauling, or delivering equipment or
materials, or providing labor, transportation, or other service related to a project.
"Services" does not iilclude activities unrelated to the project, such as foodlbeverage
vendors, office supply deliveries, and delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of classification
codes and payroll amounts and filing of any overage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all einployees
of the Contractor providing services on the project, for the duration of the project.
C. The Contractor must provide a ceitificate of coverage to the goverrunental entity prior
to being awarded the coiitract.
D. If the coverage period shown on the contractor's cunent ceitificate of coverage eilds
during the duration of the project, the contractor must, prior to the end of the
coverage period, file a new ceitificate of coverage with the governmental entity
showing that coverage has been extended.
E. The contractor shall obtain from each person providing services on a project, and
provide to the governmental entity:
1) a ceitificate of coverage, prior to that person beginning worlc on the project, so the
governmental entity will have on file certificates of coverage showing coverage
for all persons providing services on the project; and
Page 17
2) no later than seven days after receipt by the contractor, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the
cLU-rent certificate of coverage ends during the duration of the project.
F. The contractor shall retain all required certificates of coverage for the duration of the
project and for one year thereafter.
0. The contractor shall notify the governmental entity in writing by certified mail or
personal delivery, within 10 days after the contractor lcnew or should have lcnown, of
any change that materially affects the provision of coverage of any person providing
services on the project.
H. The contractor shall post on each project site a notice, ui the text, form and maiu-ier
prescribed by the Texas Worlcers' Compensation Commission, inforining a11 persons
providing services on the project that they are required to be covered, and stating how
a person may verify coverage and report lack of coverage.
1. The contractor shall contractually require each person with whom it contracts to
provide services on a project, to:
1) provide coverage, based on proper reporting of classification codes and payroll
amounts and filing of any coverage agreeinents, whicli ineets the statLrtory
requirements of Texas Labor Code, Section 401.011(44) for all of its employees
providing services on the project, for the duration of the project;
2) provide to the contractor, prior to that person beginning worlc on the project, a
cei-tificate of coverage showing that coverage is being provided for all employees
of the person providing services on the project, for the duration of the projecfi
3) provide the contractor, prior to the end of the coverage period, a new certificate of
coverage showing extension of coverage, if the coverage period showil on the
current certificate of coverage ends during the duration of the proj ect;
4) obtain from each other person with whom it contracts, and provide to the
contractor:
a) certificate of coverage, prior to the other person begiiuling worlc on the
project; and
b) a new certificate of coverage showing extension of coverage, prior to the
end of the coverage period, if the coverage period shown on the current
certificate of coverage ends during the duration of the project;
5) retain all required certificates of coverage on file for the duration of the project
and for one year thereafter;
6) notify the governmental entity in writing by cei-tified mail or personal deliveiy,
withiil 10 days after the person lcnew or should have lcnown, of any change that
materially affects the provision of coverage of any person providing services on
the project; and
Page 18
7) contractually require each person with whom it contracts, to perfoim as required
by paragraphs (1) -(7), with the certificates of coverage to be provided to the
person for whom they are providing services.
J. By signing this contract or providing or causing to be provided a ceitificate of
coverage, the contractor is representing to the governmental entity that all employees
of the contractor who will provide services on the project will be covered by workers'
compensation coverage for the duration of the project, that the coverage will be based
on proper repoi-ting of classification codes and payroll amounts, and that all coverage
agreements will be filed with the appropriate insurance carrier or, in the case of a self-
insured, with the commission's Division of Self-Insurance Regulation. Providing
false or misleading information may subject the contractor to administrative penalties,
criminal penalties, civil penalties, or other civil actions.
K. The contractor's failure to comply with aiiy of these provisions is a breach of contract
by the contractor which entitles the governmental entity to declare the contract void if
the contractor does not remedy the breach within ten days after receipt of notice of
breach from the goverrunental entity.
Page 19
Exhibit # 5
Task i - Project Administration
ENGINEER will perform project administration activities in three distinct phases:
• Task 1A - Initiate Project - ENGINEER will prepare a Project Management Plan, assist the OWNER in organizing
a Project Leadership Team (see below), and conduct a Kickoff Meeting. At the Kickoff Meeting, ENGINEER will
present a future oriented view of the "Top Ten SCADA Trends for Water Utilities" to help jump-start the thought
process about improved uses of technology for the City of Denton.
Task 1B - Monitor and Control Project - ENGINEER will perform the weekly activities required to manage
schedule, resources, budget, communications and risk. Under this task ENGINEER will also prepare monthly
activity reports and schedule updates to be submitted with monthly invoices.
■ Task 1C - Closeout Project - ENGINEER will debrief the Denton Project Leadership Team, closeout activities, and
submit the final project invoice.
For this project, ENGINEER recommends the OWNER form a"Project Leadership Team" (PLT) consisting of 4 to 6
stakeholders from a cross-section of the utility who are interested in the outcome of the project. The Scope of Work
includes significant engagement of the PLT for the Kickoff Meeting, status meetings, and special meetings to resolve
issues and make critical decisions during the project. For example, the PLT will have final input into the portfolio of
projects selected for the SCADA Master Plan.
Deliverables
The primary deliverables for Task 1 are:
■ Project Management Plan.
■ Kickoff Meeting agenda, presentation slides, and minutes.
■ Invoices with activity report and schedule update.
■ Closeout checklist and debrief summary.
Assumptions and Constraints
■ OWNER will form a PLT and will sustain involvement of the PLT for the duration of the PROJECT.
• Kickoff Meeting will be held in Denton at OWNER selected location.
Task 2- Document Goals and Objectives
ENGINEER will conduct a multi-pronged effort to document the drivers, issues, and needs of the OWNER. The Scope
of Work includes:
The City of Denton (OWNER) intends to develop a Supervisory Control and Data Acquisition (SCADA) Master Plan for
its Water Production System. Malcolm Pirnie, Inc. (ENGINEER) will perform professional engineering services to
develop the Water Production SCADA Master Plan (PROJECT).
■ Task 2A - Data Request and Review. A document request memo and review of documents, including the
current Strategic Business Plan, previous related SCADA plans and reports, recent annual reports, current
system high level documentation, and other documents the OWNER may provide in response to the request.
■ Task 2B - Interviews. Interviews of executive and management staff to gather unique perspectives on issues
and needs within the City's various divisions.
■ Task 2C - Goals and Objectives Workshop. Workshop to obtain PLT feedback.
Deliverables
The primary deliverables for Task 2 are:
■ Goals and Objectives Workshop to discuss current and future drivers, issues, needs, and strategies for
Denton.
■ Goals and Objectives Workshop Agenda and Meeting Minutes summarizing goals, objectives and agreements
reached during the workshop. These minutes will serve to document the City Goals and Objectives.
Assumptions and Constraints
0 There will be a maximum of 6, one-hour interviews conducted over a 1-day period.
■ Workshop will be a 2-hr workshop with the PLT to be held at the ENGINEER's office.
E The OWNER has ready access to the data to be requested in Task 2A. In the case that data is unavailable,
the OWNER will take primary responsibility for gathering the data in the field as required, with assistance
from the ENGINEER.
■ The ENGINEER has access to information relative to the Lake Lewisville facility due to work on a separate
project. The ENGINEER will utilize information from that effort to develop the baseline for facilities that are
currently undergoing design improvements, rather than the existing conditions.
Task 3- Rerform Baseline Assessmenf
ENGINEER will perform critical assessments of current OWNER capabilities with respect to the following:
■ Task 3A - System Operations Assessment. Practices and procedures for operation of the utility systems
using SCADA including staffing requirements.
■ Task 3B - Orqanizational Assessment. Organization, practices and tools used to govern, manage, and support
SCADA throughout Denton.
■ Task 3C - Communications. Facilities, protocols, staff, and management tools used to furnish high capacity,
reliable, and fault tolerant communications services, both wired and wireless. This effort will involve field visits
to all key SCADA communications facilities.
• Task 3D - Technical Infrastructure Assessment. Servers, desktops, SCADA software, communications
network, and physical facilities (space, environment, energy) used to deliver computing applications to end
users.
■ Task 3E - Security Assessment. Policies, procedures, staff, and systems dedicated to system security, data protection,
and disaster recovery/business continuity.
■ Task 3F - Data Integration Assessment. Methods and tools for integration of key SCADA data for use
throughout the utility.
• Task 3G - SCADA Outsourcing Aqreements. Current and anticipated use of 3rd parties to provide SCADA
related services, including programming, configuration and network connectivity.
■ Task 3H - Electrical Power Reliability Assessment. Current electricaf power provisions for critical SCADA
systems including UPS, generator backup.
Deliverables
The primary deliverables for Task 3 are:
t Summary memorandum (draft) for each assessment containing: current capabilities, best practices and
tools opportunities, a gap analysis, and improvement recommendations.
■ System Architectural Drawings, showing existing netwark cammunications infrastructure, protocols and
equipment.
Assumptions and Constraints
• Each assessment will be conducted by ENGINEER through face-to-face meetings with designated Denton
representatives, reviewing an audit checklist, inspecting physical facilities and records, and reviewing
observations with the OWNER.
■ Draft memorandum will be submitted to the OWNER in electronic (.pdf) format. ENGINEER will address
OWNER review comments and incorporate final memorandum as an appendix in the draft Master Plan.
Task 4 - Perfarm Requirements Definition
The purpose of this task is identifying system requirements and criticality to meet the OWNER's Water Production
SCADA vision. ENGINEER will evaluate several areas including:
• Operations Requirements Summary
• Data Management, Reporting, and Applications Requirements Summary
■ Denton SCADA Security Requirements Summary
■ Communications Requirements Summary
w Denton SCADA Technology Requirements Summary
• Denton SCADA Electricaf System Requirements Summary
Deliverables
The primary deliverables for Task 4 are:
■ User qroup meetings to refine understanding of requirements
■ Summary Memorandum (draft) documenting results of the Requirements Criticality Evaluation
Assumptfons and Constraints
■ Two, 2-hour user group meetings to be held at ENGINEER office.
■ Draft memorandum will be submitted to the OWNER in electronic (.pdf) format. ENGINEER will address
OWNER review comments and incorporate final memorandum as an appendix in the draft Master Plan.
Task 5- Selec# Rreferred Projects
ENGINEER will use the results of Tasks 2 through 4, and our experience working with similar leading utilities, to
develop a Candidate List of recommended SCADA Master Plan improvement projects. ENGINEER will then plan and
conduct a workshop with the PLT to finalize the criteria that will be used to evaluate each improvement initiative (or
groups of initiatives in the case of a multi-step improvement program). The criteria will be defined and weighted
within the Utility Value Index spreadsheet, the tool used for the evaluation.
ENGINEER will perform due diligence for each improvement project and develop draft Project Business Cases.
ENGINEER will submit the business cases to the PLT for review, and will refine them based on PLT feedback.
ENGINEER will then conduct a Project Portfolio Workshop with the PLT to briefly review each improvement project,
and develop a portfolio of preterred projects that will be incorporated into the SCADA Master Plan. To facilitate the
workshop process, ENGINEER will pre-load the Utility Value Index tool with projects and preliminary ratings for each
criterion.
After the Portfolio Workshop, ENGINEER will finalize the Project Business Cases for the projects to be included in the
SCADA Master Plan.
Deliverables
The primary deliverables for Task 5 are:
■ Criteria Definition Workshop, agenda, and minutes.
■ Summary of draft Project Business Cases for candidate projects,
0 Project Portfolio Workshop, agenda, and minutes.
• Fully loaded Utility Value Index Tool used to evaluate and select project's.
■ Summary of final Project Business Cases for projects to be included in the Master Plan.
Assumptions and Constraints
~ One, 2-hour Criteria Setting Workshop and one, 3-hour Project Portfolio Workshop with the PLT to be held at
the ENGINEER`s office.
Task 6- Develop SCADA Sfandard Templates
ENGINEER will develop draft SCADA templates using the iFix System that provides a standard for both graphics
development and display logic, as well as standards for PLC program development. The standard templates will
include standardized functionality for all major equipment types including pumps, valves, instruments and VFDs. The
standard templates will not address specific system functionality (auto functions) but will address standardized
functionality of individual equipment. Included in these standard templates will be recommendations for database
tags naming conventions. The ENGINEER will review the existing system documentation and make recommendations
for standardization of SCADA software I/0 driver selection.
ENGINEER will conduct a 4 hour workshop to review the templates and receive feedback. This workshop is directed
at technical staff within the City of Denton as well as any preferred SCADA services vendor currently used by
Denton.
After the SCADA Standards Workshop, ENGINEER will finalize the SCADA Standard Templates to be included in the
SCADA Master Plan.
Deliverables
The primary deliverables for Task 6 are:
■ Draft SCADA Standard Templates
m Final SCADA Standard Templates
Assumptions and Constraints
■ One, 4-hour SCADA Standards Template Workshop to be held at the ENGINEER's office.
■ City of Denton will make arrangements SCADA services vendor to be present at the workshop. Costs for
vendor attendance and participation are not included.
Task 7 - Rrepare and Finalize Master Plan
Initially, ENGINEER will work with the PLT to select the preferred format for SCADA Master Plan publication (e.g.
Microsoft Word document versus web site), and develop a SCADA Master Plan outline meeting with the OWNER's
defined expectations for SCADA Master Plan content.
ENGINEER will prepare a draft of the SCADA Master Plan for review and comment by the PLT, and other
stakeholders within the City of Denton. ENGINEER will revise and deliver a final SCADA Master Plan based on Denton
feedback.
A preliminary outline (Table of Contents) for the SCADA Master Plan is as follows:
1. Executive Summary
2. Summary of SCADA Master Plan Development Process
3. City of Denton SCADA Vision
4. Prioritized Business Needs
a. Utility-Wide Needs
b. Divisional Needs
5.
SCADA Master Plan Project Portfolio - A Ten Year Plan
a.
Summary Project Descriptions
b.
Utility Value Index Evaluation
i. Criteria and Weights
ii. Financial Attractiveness Measures
iii. Results
c.
Summary Schedule
d.
Summary Cost Estimate
6.
SC
ADA Master Plan Detailed Implementation Schedule
a.
Programs, Projects and Phases
b.
Quick Wins
7.
SC
ADA Master Plan Lifecycle Cost Estimate
a.
Initial and Recurring Costs
b.
Budget Considerations
8.
SC
ADA Systems Architecture and Standards
a.
SCADA Computer and Network
Infrastructure
b.
Software Architecture
c.
Process/Data integration
Architecture
d.
Instrumentation Standards
e.
SCADA Software Development Standards
9.
Implementation Readiness Assessment
a.
Critical Success Factors
b.
Readiness Scoring
ENGINEER and OWNER will conduct a final workshop to review the draft SCADA Master Plan.
Deliverables
The primary deliverables for Task 7 are:
■ SCADA Master Plan outline.
■ Draft SCADA Master Plan.
■ Review workshop, agenda, and minutes documenting OWNER review comments.
■ Final SCADA Master Plan in the format preferred by the OWNER.
Assumptlons and Constraints
■ SCADA Master Plan will be delivered as MS Word document. An electronic version in pdf format will also be
provided.
■ Review workshop will be a 3-hour workshop to be held at the ENGINEER's office.
PROJECT SCHEDULE
The proposed project schedule is attached. The schedule shows approximate project duration of six (6) months.
PROJECT FEE
The proposed cost for this scope of work is $119,873.00. The development of the cost for this project was
collaborative effort between the OWNER and ENGINEER. The following table summarizes the process and changes
made over the course of the negotiation phase. The ENGINEER understands the contract will be a lump sum fee.
~ Scope Draft ~ Date ~ Associated Fee ~ Comments
~ 1 ~ November 5, 2010 ~>$135,000.00 ~ Oriqinal draft with level of effort
2 November 19, 2010 $129,000.00 Scope edits and minor reductions with
fee refinement
Final December 2, 2010 $119,873.00 Minor scope edits (no reductions) with
fee reductions