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2009-049ORDINANCE NO. 2009-()q 9- AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT FOR ELECTRIC DESIGN AND ENGINEERING SERVICES PERTAINING TO THE JIM CHRISTAL SUBSTATION AND OTHER ENGINEERING AND RELATED CONSULTING SERVICES FOR CIP PROJECTS FOR DENTON MUNICIPAL ELECTRIC WITH AMPIRICAL SOLUTIONS, LLC. (IN AN AMOUNT NOT-TO-EXCEED $188,032); AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council deems it necessary and appropriate and in the public interest to engage the engineering firm of Ampirical Solutions, Inc., LLC., a Louisiana Limited Liability Corporation ("Ampirical"), to provide the City with professional electric design and engineering services pertaining to Ampirical's work in support of the city's capital improvement plan on approved electrical power system construction projects and for its design and engineering work on the Jim Christal Substation for Denton Municipal Electric; and WHEREAS, the City staff has reported to the City Council that there is a substantial need for the hereinabove described professional services by Denton Municipal Electric, and that limited City staff cannot adequately perform the specialized engineering and other services and tasks, with its own personnel; and WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional Services Procurement Act," generally provides that a city may not select a provider of professional services on the basis of competitive bids, but must select the provider of professional services on the basis of demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price; and the City Council hereby finds and concludes that Ampirical is appropriately qualified under the provisions of the law, to be retained as an engineering firm for the City and for Denton Municipal Electric, respecting this engagement; and WHEREAS, the City Council has provided in the City budget for the appropriation of funds to be used for the procurement of the foregoing professional services, as set forth in the "Professional Services Agreement for Electric Design and Engineering Services Pertaining to the Jim Christal Substation Project for Denton Municipal Electric"; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitations contained in the preamble hereto are true and correct and are incorporated herewith as a part of this Ordinance. SECTION 2: The City Manager is hereby authorized to execute a Professional Services Agreement for Electric Design and Engineering Services (the "Agreement") with the engineering firm of Ampirical Solutions, LLC, a Louisiana Limited Liability Corporation, for professional design and engineering services pertaining to the interests of the City and of its electric department, DME, as hereinabove described, in substantially the form of the Agreement which is attached hereto as Exhibit "A" and incorporated herewith by reference. 1 SECTION 3: The award of this Agreement is on the basis of the demonstrated competence and qualifications of the firm of Ampirical, and the ability of Ampirical, to perform the professional design and engineering and related services needed by the City for a fair and reasonable price. SECTION 4: The expenditure of funds as provided for in the attached Agreement is hereby authorized. SECTION 5: This ordinance shall become effective upon its passage and approval. PASSED AND APPROVED this the 3"d day of 2009. ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: 2 STATE OF TEXAS § COUNTY OF DENTON § PROFESSIONAL SERVICES AGREEMENT FOR ELECTRIC DESIGN AND ENGINEERING SERVICES PERTAINING TO THE JIM CHRISTAL SUBSTATION AND OTHER ENGINERING AND RELATED CONSULTING SERVICES FOR CIP PROJECTS FOR DENTON MUNICIPAL ELECTRIC THIS AGREEMENT is made and entered into as of the 54 day of OAAL~L, 2009, by and between the City of Denton, Texas, a Texas Municipal Corporation, with its principal offices at 215 East McKinney Street, Denton, Texas 76201 (hereinafter "OWNER") and Ampirical Solutions, L.L.C., a Limited Liability Corporation, with its offices at 661 River Highland Boulevard, Covington, Louisiana 70433 (hereinafter "CONSULTANT"); the parties acting herein, by and through their duly-authorized officers and representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually AGREE as follows: ARTICLE I ENGAGEMENT OF ENGINEERING FIRM This Agreement is for the purpose of retaining the engineers and support personnel of Ampirical Solutions, L.L.C. to perform professional design and electric engineering services for the City of Denton, Texas. CONSULTANT hereby agrees to perform the services herein in connection with the Project as stated in the Articles to follow, with diligence and in accordance with the professional standards customarily obtained for such services in the State of Texas. The professional services set forth herein are in connection with the following: Professional electrical engineering and design services regarding the following matters: The Jim Christal Substation and for other engineering and related consulting services for CIP projects (hereinafter the "Project") ARTICLE II SCOPE OF SERVICES The CONSULTANT shall perform the following services in a professional manner: A. To perform all those services and tasks as set forth in CONSULTANT'S written proposal issued on February 12, 2009, which is appended to the letter dated February 12, 2009 issued by Matthew Saacks, President of Ampirical Solutions, LLC to Chuck Sears, Engineering Administrator, Denton Municipal Electric ("DME"), a department of OWNER, which letter and proposal are attached hereto and incorporated herewith by reference as Exhibit "A." B. If there is any conflict between the terms of this Agreement and the Exhibits attached to this Agreement, the specific terms and conditions of the proposal shall control over the general 1 terms and conditions of this Agreement. ARTICLE III PERIOD OF SERVICE This Agreement shall become effective upon execution by the OWNER and the CONSULTANT and upon the issuance of a notice to proceed by the OWNER, and shall remain in force for the period that may reasonably be required for the completion of the Project, and any required extensions approved by the OWNER; or until the monetary consideration expressed herein is wholly exhausted, whichever event shall first occur. This Agreement may be sooner terminated in accordance with the provisions hereof. Time is of the essence in this Agreement. The CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expediently as possible and to meet the schedules established by the OWNER, acting through its General Manager of DME or the Engineering Administrator of DME. ARTICLE IV COMPENSATION A. COMPENSATION TERMS: "Direct Non-Labor Expense" is defined as that expense, based upon actual cost, for any expense reasonably incurred by the CONSULTANT in the performance of this Agreement and other incidental reasonable expenses incurred in connection with the Project. Provided however, any reasonable sub-consultant billings reasonably incurred by CONSULTANT in connection with the Project shall be invoiced to OWNER at their cost plus up to an additional fifteen (15%) percent. B. BILLING AND PAYMENT: For and in consideration of the professional services and related expenses to be performed by the CONSULTANT herein, the OWNER agrees to pay CONSULTANT based upon the rates set forth in Exhibit "A" which is attached hereto and incorporated by reference herewith; a total fee, not to exceed $188,032. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its General Manager of DME or her designees; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. The OWNER may withhold five (5%) percent of the contract amount until satisfactory completion of the Project. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory as reasonably determined by the General Manager of DME, and/or the Engineering Administrator, or which is not submitted to the OWNER in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. 2 It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake 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 hereinabove. C. PAYMENT If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT'S undisputed statement thereof, the amounts due the CONSULTANT will be increased by the rate of one percent (1%) per month from the said thirtieth (30th) day, and in addition, the CONSULTANT may, after giving ten (10) days' written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full for all amounts then due and owing, and not disputed by OWNER for services, expenses and charges. Provided, however, nothing herein shall require the OWNER to pay the late charge of one percent (1%) per month as set forth herein, if the OWNER reasonably determines within fifteen (15) days subsequent to the receipt of a billing invoice of CONSULTANT, with such notice provided to CONSULTANT within that time period, that the work is unsatisfactory, in accordance with Article IV of this Agreement. ARTICLE V 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 work of the CONSULTANT or any of its subcontractors or subconsultants. ARTICLE VI OWNERSHIP OF DOCUMENTS All documents prepared or furnished 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 this Agreement. The CONSULTANT is entitled to retain copies of all such documents. 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 shall be at OWNER'S sole risk and expense. In the event the OWNER uses the Agreement in another project or for other purposes than specified herein any of the information or materials developed pursuant to this agreement, CONSULTANT is released from any and all liability relating to their use in that project. ARTICLE VII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE VIII 3 INDEMNITY AGREEMENT The CONSULTANT shall indemnify and save and hold harmless the OWNER and its officials, officers, agents, attorneys and employees from and against any and all liability, claims, demands, damages, losses and expenses, including but not limited to court costs and reasonable attorney fees incurred by the OWNER, and including without limitation damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the CONSULTANT or its officers, shareholders, agents, attorneys and 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 party to this Agreement and nothing herein shall waive any of the party's defenses, both at law or equity, to any claim, cause of action or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IX INSURANCE During the performance 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 A. M. 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 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. 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 damage limits for not less than $100.000 for each accident. C. Worker's Compensation Insurance (if applicable) in accordance with statutory requirements and Employer's Liability Insurance with limits of not less than $100,000 for each accident. D. Professional Liability Insurance with limits of not less than $500,000 annual aggregate. E. CONSULTANT shall furnish insurance certificates or insurance policies at the OWNER's request to evidence such coverage to the extent that is possible. Otherwise CONSULTANT shall furnish to OWNER within fifteen (15) days of the date of approval of this Agreement, certificates of insurance evidencing the required coverage. The insurance policies shall name the OWNER as an additional insured on all such policies to the extent legally possible (save and except the coverage described in Subparagraph C. and D. of this Article), and shall contain a provision that such insurance shall not be cancelled 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 of coverage, deliver copies of any such substitute policies furnishing at least the same policy limits and coverage to OWNER. 4 ARTICLE X ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to arbitration or other means of alternate dispute resolution such as mediation. No arbitration or alternate dispute resolution arising out of or relating to, this Agreement involving one party's disagreement may include the other party to the disagreement without the other's approval. ARTICLE XI TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate this Agreement by providing thirty-(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 fulfill its obligations under this Agreement. No such termination will be effected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the nonperformance or other reason(s), and not less than (30) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating 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 all services properly rendered and satisfactorily performed, and for reimbursable expenses prior to notice of termination being received by CONSULTANT, in accordance with Article IV of this Agreement. Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information to the OWNER and the new consultant. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination but may maintain copies of such documents for its files. CONSULTANT agrees that it shall also fully comply with any and all written requests received from the OWNER, through its Director of Solid Waste, to maintain confidentiality respecting certain designated records, documents, and other written materials related to the Project, which the OWNER reasonably determines is competitively sensitive, and would likely cause damage to the OWNER if disclosed to the public or to any other person, party, or entity. ARTICLE XII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval of the work by the OWNER shall not constitute nor be deemed a release of the responsibility and liability of the CONSULTANT, its officers, employees, agents, subcontractors, and sub-consultants for the accuracy and competency of their work performed pursuant to this 5 Agreement; nor shall such approval by the OWNER be deemed as an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its officers, employees, agents, subcontractors; and sub-consultants. ARTICLE XIII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail at the addresses shown below, by means of U. S. Mail, postage prepaid, certified mail, return receipt requested, unless otherwise specified herein. To CONSULTANT: Ampirical Solutions, L.L.C. 661 River Highlands Boulevard Covington, Louisiana 70433 Telephone: (985) 809-5246 To OWNER: City of Denton, Texas Attn: City Manager Denton City Hall 215 East McKinney Street Denton, Texas 76201 Telephone: (940) 349-8407 and City of Denton, Texas Engineering Administrator Denton Municipal Electric 1659 Spencer Road Denton, Texas 76209 Telephone: (940) 349-7111 All notices under this Agreement shall be effective upon their actual receipt by the party to whom such notice is given. ARTICLE XIV ENTIRE AGREEMENT This Agreement, consisting of nine (9) pages and one (1) exhibit, 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 understandings, and agreements which may have been made in connection with the subject matter of this Agreement. ARTICLE XV SEVERABILITY 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 6 reform this Agreement, to the extent reasonably possible, to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the original intentions of the parties respecting any such stricken provision. ARTICLE XVI COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, local laws, rules, regulations, and ordinances applicable to the work performed by CONSULTANT hereunder, as they may now read or as they may hereafter be amended. ARTICLE XVII 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 XVHI 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, nor have any contractual relations with the OWNER. CONSULTANT shall inform 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 performed by the CONSULTANT or under its direct supervision. All personnel engaged in performing the work provided for in this Agreement, shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE XIX ASSIGNABILITY The CONSULTANT shall not assign any interest in this Agreement and shall not transfer any interest in this Agreement (whether by assignment, novation or otherwise) without the prior written consent of the OWNER. CONSULTANT shall promptly notify OWNER, in writing, of any change of its name as well as of any material change in its corporate structure, its location, and/or its operations. 7 ARTICLE XX MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. 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 Agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing, duly executed. The parties further agree that the provisions of this Article will not be waived unless as herein set forth. ARTICLE XXI MISCELLANEOUS A. The following Exhibit is attached to and made a part of this Agreement: Exhibit "A" CONSULTANT'S letter together with attached proposal to Chuck Sears, Engineering Administrator, Denton Municipal Electric dated February 12, 2009 B. The City shall have the right to audit and make copies of the books, records and computations pertaining to this Agreement. The Contractor shall retain such 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 unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the City similar access to those documents. All books and records will be made available within a fifty (50) mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment 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 Company which must be payable within five (5) business 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 City's sole discretion, grounds for termination thereof. Each of the terms "books", "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. C. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. D. For the purpose of this Agreement, the key persons who will serve as Project Manager 8 respecting this engagement shall be Mike Sulzer, Principal and James Cagle, Project Manager of CONSULTANT. However, nothing herein shall limit CONSULTANT from using other qualified and competent consultants and administrative support personnel of their firm to perform the services required herein. E. CONSULTANT shall commence, carry on, and complete its work on the Project with all applicable dispatch, and in a sound, economical, efficient manner, and in accordance with the provisions hereof In accomplishing the Project, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. F. The OWNER shall 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 to, and make all provisions for the CONSULTANT to enter in or upon, public and private property as required for the CONSULTANT to perform professional services under this Agreement. G. The captions of this Agreement are for informational purposes only and shall not in any way affect the substantive terms or conditions of this Agreement. IN WITNESS WHEREOF, the City of Denton, Texas has executed this Agreement in four (4) original counterparts, by and through its duly-authorized officials; and CONSULTANT h executed this Agreement by and through its duly-authorized undersigned officer, on this the day of , 2009. "OWNER" CITY OF DENTON, TEXAS A Texas Municipal Corporation By EO GE C. CAMPBELL, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY By r )C, Q ,C 01 APPROVED D TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: 9 "CONSULTANT" AMPIRICAL SOLUTIONS, L.L.C. A Limited Liability Corporation By: Its 10 Qv~ ~R-11C&%LL. S O L U T I O N S "Attachment 1" February 12, 2009 Proposal: AMP09-12OR1 Mr. Chuck Sears Denton Municipal Electric 1659 Spencer Road Denton, TX 76205 Ampirical Solutions, LLC 661 River Highlands Blvd. Covington, LA 70433 Phone: (985) 809-5240 Fax: (985) 809-5250 Re: Substation Relay Design & Substation Engineering Services Support Proposal Dear Mr. Sears: Ampirical Solutions, LLC is pleased to submit the following proposal to Denton Municipal Electric. The scope of work consists of supplying substation engineering support services, and the complete relay design of (8) New Relay Panels, which consist of (2) Line Panels, (2) Transformer Differential Panels, (2) Auxiliary/Bus Differential Panels, (1) Communication Panel, and (1) Breaker Control Panel. Ampirical Solutions, LLC shall provide relay design engineering services for the interconnect wiring for the equipment (breakers and transformers) to the relay panels as outlined in this proposal. We look forward to the opportunity of providing these services. Please review this proposal to see if all necessary items have been covered to your satisfaction. If you have any questions at all, please do not hesitate to call me at (985) 809-5240. Sincerely, Matthew Saacks President Ampirical Solutions, LLC AmpiricalSolutions, LLC - 661 River HighlandBhrd - Covington, LA 70433 - Phone 985.8095240 . Fax 985.809.5250 • www.ampiricaLcom "Attachment 1" Denton Municipal Electric Substation Relay Design Engineering Substation Engineering Services Support Proposal QMMMC AL S O L U T I O N S ae L L C February 12, 2009 The information contained in this document is proprietary to Ampirical Solutions, LLC. It is provided to the intended party for the purpose of conveying engineering methods to complete the design of the subject project. Neither this document of the information contained herein may be duplicated and/or conveyed in any manner to any person other than the originally intended individual(s) without written permission from Ampirical Solutions, LLC. "Attachment 1" n /1 l~ I~ f1 Denton Municipal Electric G=~ U~~ lrJ Inl 0 A L Proposal: AMP09-120R1 S O L U T I O N S A L L C PROJECT OVERVIEW This proposal covers providing Engineering Support Services, and the relay design of (8) New Relay Panels, which consist of (2) Line Panels, (2) Transformer Differential Panels, (2) Auxiliary/Bus Differential Panels, (1) Communication Panel, and (1) Breaker Control Panel. Ampirical Solutions, LLC shall provide substation engineering services, and relay design engineering services for the interconnect wiring for the equipment (breakers and transformers) to the relay panels located at the Denton Municipal Jim Christal Substation located in Denton, Texas. This proposal.encompasses a basis of design documentation, design engineering, drawings, field equipment verification, and review equipment specifications. BASIS OF PROPOSAL This proposal is based on Ampirical Solutions, LLC interpretation of the meeting held at the Denton Municipal Electric office with Mr. Chuck Sears, Mr. Brent Heath, and Ms. Laura Cheek to go over the scope of services and electrical drawings on February 5, 2009. SCOPE OF SUPPLY - OVERVIEW Engineering: Phil Locantro and Mark Stephens, P.E. will be assigned to this project and shall oversee the Basis of Design document, and all aspects of detailed design, which is outlined in the Scope of Supply - Engineering below. Documentation: Three (3) sets of signed and stamped drawings by a Licensed Texas Professional Engineer shall be supplied to Customer once the design has been completed and approved along with one (1) CD with AutoCAD format files. SCOPE OF SUPPLY - ENGINEERING Design engineering, drawings and specifications will be furnished covering the following with in the boundaries for scope stated in Project Overview above: X Relay protection & control AC/DC schematics X Relay protection & control AC/DC wiring diagrams X Provide 3-line diagrams X Provide operational 1-line and associated drawings X Connection Diagrams of all associated interface connections X Power & control cable schedules & interconnection diagrams for circuit breakers and transformers X Complete design of all panels interface cabling. X Provide design for AC/DC supply panels X Engineering Support Services ,W Denton Municipal Electric L-=,1 0 0 0 Q L Proposal: AMP09-120111 S O L U T I O N S L L C PROPOSAL CLARIFICATIONS General Design: The engineering services covered by this proposal are based on Ampirical Solutions, LLC understanding of the meeting held at the Denton Municipal Electric office with Mr. Chuck Sears, Mr. Brent Heath, and Ms. Laura Cheek to go over the scope of services and electrical drawings on February 5, 2009. The engineering of the project will include preparation of a complete set of detailed drawings that will be provided to the customer for review and approval. Design drawings will be stamped by a Professional Engineer licensed in the state of Texas. Ampirical Solutions, LLC shall submit the issue for approval (IFA) drawings to Denton Municipal Electric for comments before submitting the final issue for construction (IFC) drawings. Clarifications: Others shall be responsible for performing the protective relay settings and coordination study. The Ampirical Solutions, LLC will forward to customer the completed set of drawings for review. Approval and/or request for changes must be received in writing to Ampirical Solutions, LLC, within (2) weeks to keep the project on schedule. PROPOSAL PRICING & TERMS Ampirical Solutions, LLC shall perform the above scope of work on a Time & Material Basis in accordance with our attached 2008-2009 Rate Sheet for the following Not-to-Exceed cost of $188,032.00 (One Hundred Eighty Eight Thousand Thirty Two Dollars). Line item breakdown of the cost shall be: 1. Relay design engineering services: $158,032.00 (One Hundred Fifty Eight Thousand Thirty Two Dollars). 2. Supportive Substation Engineering Services: $30,000.00 (Thirty Thousand Dollars) Price Basis: Pricing is based on the basis of proposal, scope of supply - overview, scope of supply - engineering, and proposal clarifications detailed in this submittal. 2. Pricing includes time to assist customer in review of equipment/material vendor drawings. The drawings shall be provided to Ampirical Solutions, LLC through email, or a hard copy sent to Ampirical Solutions, LLC office in Covington, LA for evaluation. Pricing includes the following travel allotment of trips for the following engineering personnel throughout the project: • (4) Trips for (1) Relay Engineer to perform field verification of existing equipment, and design reviews. • (2) Trips for (1) Substation Engineer to perform verification of existing equipment, and design reviews. 4. Relay engineering pricing is based on the Jim Christal Substation electrical drawings provided for the issued for bid of this projects. S O L U T I O N S L L C Denton Municipal Electric Proposal: AMP09-120R1 Validity This proposal shall remain valid for 60 days. Additional Work or Travel: Ampirical Solutions, LLC 2008 Fee Schedule has been provided that will apply for any additional engineering or travel required outside the scope of this proposal. Work Schedule Quoted price is based on working standard 8-hour workdays, 5 days per week. Any required after hours, weekend or holiday work requested by customer will be subject to additional charges to cover the premium labor rate differential. Contract Terms This project shall be performed in accordance with agreed upon terms between Denton Municipal Electric and Ampirical Solutions, LLC before any engineering is performed. No other terms and conditions shall apply unless agreed upon by Ampirical Solutions, LLC in writing. Customer Responsibilities 1. Designate.a representative to serve as the contact for technical inquiries and coordination of activities. 2. Designate a Field Technician for an estimated 2 working days to work with Ampirical Solutions, LLC Engineer when performing field verification of existing cable wiring. 3. Provide all existing drawings of station and relay standard drawings in Auto-CAD. 4. Obtain all required permits, and pay any utility fees associated with the project. SCHEDULES Proiect Schedule Field Equipment Verification 2 days Engineering Relay Complete IFA 5 Months Engineering Relay Complete IFC 1 Month Substation Engineering Services 1 Month Payment Schedules Time Sheets shall be submitted on monthly basis, and shall be paid NET 30. !!1 A MR60AL S O L U T I O N S L L C Denton Municipal Electric Proposal: AMP09-120R1 2008 ENGINEERING RATES Billing The above rates include direct labor plus all other components, such as payroll taxes, benefits, insurance, worker's compensation, overhead, and profit. Therefore, the total amount billed will be the straight time hours worked multiplied by the above numbers. Overtime Overtime rates are the above hourly wages multiplied by 1.5. These rates begin as soon as 10 hours per day or 40 hours per week are exceeded or for any work on holidays and weekends. Subcontractors If any subcontracting is necessary, these services will be invoiced at cost plus 15%. Other Char es Travel - Travel time shall be billed at straight time not to exceed 8 hours Cost of travel expenses (Airfare, Car Rental/Fuel, Lodging, Meals, etc.) shall be billed plus 10% of Receipt Company/Personal Car mileage shall be reimbursed at the current standard IRS Rate Drawing Reproduction A Size (8.5"x11"): $0.11 per copy Services ANSI B Size (11"x17"): $0.27 per copy ANSI C Size (17"x22"): $0.74 per copy ARCH D Size (24"06"): $1.63 per copy ARCH 30 Size (30"x42"): $2.36 per copy ARCH E Size: (36"W"): $3.25 per co Material Cost plus 15% Equipment Cost plus 15% CLASSIFICATION HOURLY RATE Principal Engineer $179.00 Design Manager $153.00 Engineering Expert $150.00 Project Manager $137.00 Construction Manager $130.00 Lead Engineer $123.00 Senior Engineer $108.00 Engineer III $100.00 Engineer II $91.00 Engineer 1 $80.00 Technical Specialist $125.00 Senior Designer $103.00 Designer $80.00 Senior Drafter $68.00 Drafter $57.00 Clerk $31.00