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2007-278ORDINANCE NO. 2007- a 7e AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES AND RELATED SERVICES FOR APPROVED ELECTRICAL POWER SYSTEM CONSTRUCTION PROJECTS FOR DENTON MUNICIPAL ELECTRIC WITH SGS ENGINEERING, LLC (FILE 3927-IN AN AMOUNT NOT-TO-EXCEED $508,000); 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 SGS Engineering, LLC, a Limited Liability Corporation ("SGS"), to provide the City with professional engineering services pertaining to SGS's work on approved electrical power system construction projects for Denton Municipal Electric; and WHEREAS, the City has previously retained and engaged the professional engineering services of the engineers at SGS over the last six (6) years, and SGS has operated under previous professional service agreements, signed by the City Manager, regarding various capital improvement projects and structural engineering projects which have demonstrated the engineer's expertise in the field; 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 SGS 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 Service Agreement for Engineering Services and Related Services Pertaining to Approved Electrical Power System Construction Projects for Denton Municipal Electric"; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. That the recitations contained in the preamble hereto are true and correct and are incorporated herewith as a part of this Ordinance. SECTION 2: That the City Manager is hereby authorized to execute a "Professional Services Agreement for Engineering Services and Related Services Pertaining to Approved Electrical Power System Construction Projects for Denton Municipal Electric' (the "Agreement") with the engineering firm of SGS Engineering, LLC, a Limited Liability Corporation, for professional engineering and related 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. SECTION 3: That the award of this Agreement is on the basis of the demonstrated competence and qualifications of the fine of SGS, and the ability of the SGS, to perform the professional engineering and related services needed by the City for a fair and reasonable price. ' SECTION 4: That the expenditure of funds as provided for in the attached Agreement is hereby authorized. SECTION 5. That this ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the At day of 2007. 14?"oe PE R. i0ccNNEITILL, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: _(~2- LD ~&i~ . APPROVED AS TO LEGAL FORM: EDWIN M. SNYDER, CITY ATTORNEY BY 3-ORD- 927 STATE OF TEXAS COUNTY OF DENTON PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES AND RELATED SERVICES PERTAINING TO APPROVED ELECTRICAL POWER SYSTEM CONSTRUCTION PROJECTS FOR DENTON MUNICIPAL ELECTRIC ,,//]]~,,THIS AGREEMENT is made and entered into as of the M day of "_ton &Z , 2007, 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 SGS Engineering, L.L.C., a Limited Liability Corporation, with its offices at P.O. Box 53969, Lubbock, Texas, 79453 (hereinafter "CONSULTANT"); the parties acting herein, by and through their duly-authorized officers and representatives. WIINESSETH, 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 who were former employees of SGS Witter, Incorporated who have worked steadily on Denton Municipal Electric capital improvement projects, pertaining to approved electrical power system construction projects, since the year 2000. The OWNER hereby agrees with CONSULTANT, a newly formed engineering limited liability corporation, as an independent contractor, and the 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 described project: Professional engineering and design services regarding the following matters (hereinafter the "Project") which are more particularly described in Article II.A., below. ARTICLE 11 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 proposal, dated October 15, 2007 which is a six (6) page document from Steve Owens, P.E., Managing Partner of CONSULTANT to Chuck Sears, Engineering Division Manger, Denton Municipal Electric ("DME"), a department of OWNER, which letter is 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 Agreement shall control over the general terms and conditions of the 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 Division Manger 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 ten (10%) percent. B. BILLING AND PAYMENT: For and in consideration of the professional services 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 $508,000. 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 Division Manger, 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. It is specifically understood and agreed that the CONSULTANT shall not be authorized to 2 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 subeonsultants) 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. 3 ARTICLE VIII 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 4 coverage to OWNER. 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 altemate 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 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 5 CONSULTANT, its officers, employees, agents, subcontractors, and sub-consultants. ARTICLE XIlI 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: To OWNER: SGS Engineering, L.L.C. City of Denton, Texas Attn: Steve Owens, P.E. Attn: City Manager P.O. Box 53969 Denton City Hall Lubbock, Texas 79453 Telephone: (806) 795-6827 215 East McKinney Street Denton, Texas 76201 Telephone: (940) 349-8307 and City of Denton, Texas Engineering Division Manger Denton Municipal Electric 1659 Spencer Road Denton, Texas 76205 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 reform this Agreement, to the extent reasonably possible, to replace such stricken provision with a 6 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 XVIII 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. 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. 7 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 to Chuck Sears, Engineering Division Manager, Denton Municipal Electric (October 15, 2007) B. CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after the final payment made by OWNER under this Agreement, have access to and the right to examine any pertinent books, documents, papers and records of the CONSULTANT involving transactions relating to this Agreement. CONSULTANT agrees that OWNER shall have access during normal working hours to all necessary CONSULTANT facilities and shall be provided adequate and appropriate working space in order to conduct examinations or audits in compliance with this Article. OWNER shall give CONSULTANT reasonable advance notice of all intended examinations or audits. 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 Managers respecting this engagement shall be Travis Neal, Partner and Steve Owens, Managing Partner 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. 8 IN WITNESS WHEREOF, the City of Denton, Texas has executed this Agreement in four (4) original counterparts, by and through its duly authorized City Manager; and CONSULTANT hi a§ /e~•ecuted this,Agreeme~ t by and through its duly authorized undersigned officer, on this the day of aaM / 2007. "OWNER" CITY OF DENTON, TEXAS A Texas Municipal Corporation By GEORG C. CAMPBELL, CITY MANA ER ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: EDWIN M. SNYDER, CITY ATTORNEY By:' k1o U "CONSULTANT" ATTEST: SGS ENGINEERING, L.L.C. By: ~Aw~- STEVE OWENS Its Managing Partner By: x EXHIBIT "A" E N G I N E E R I N G L L C October 15, 2007 , Re: DME Proposal Mr. Chuck Sears Denton Municipal Electric 1659 Spencer Road Dentmn, Texas 76205 Dear Chuck: SGS Engineering, LLC, ("SGS") is a newly formed engineering partnership consisting of the principals in Lubbock, Texas that previously comprised °SGS Witter/TRC" ("TRC" SGS proposes a new agreement, or agreements, that would allow its to continue to provide design and other professional engineering services for Denton Municipal Electric (DME) related to its Capital Improvement Program. This effort would include completing the work required for five transmission Iute projects that were started under an agreement by and between the City and TRC. 'fie transmission line wort: has been allowed to continue under a limited dollar amount, interim agreement by and between the City and SGS that was approved September 14, 2007. Attached is a rate sheet for the new organization, and SGS's intent would be to continue to provide professional services under the same terns and conditions that were contained in the previous agreement with the exception that the current hourly rates for SGS will apply. Specifically, the five projects that require completion of design are a 138k V transmission line from Denton West Interchange to the new R. D. Wells Interchange, a 69kV transmission line from RD Wells Interchange In Hickory Substation, reconstruction of a section of line from Hickmy Substation north along Bonnie Brae to Highway 380, reconstruction of a section of line from Hickory east towards Locust, and construction of a new section of line from Denton West Interchange toward the Denton North Interchange. The design work and associated items are 85% complete. The new company, SOS Engineering is comprised of the key members of the SOS Witter/TRC engineering group that has been providing services to Denton Municipal Electric since 1999. The principals of the new company are Steve Owens, Gene Smith, Donny Payne, Travis Neal, Mike Smith, Monte Wolgamon, and Lonnie Teal. The bulk of the current TRC support staff will form the nucleus of the new SGS Engineering group. Prior to the principals and support staff being a part of TRC, most were key personnel within SGS Witter, Inc., the entity that first contracted with the city in 1999. The principals of SGS, LLC are very familiar with the design requirements and system needs of DME, having worked closely with DME over the last eight (8) years. Because of the familiarity with DME systems and design methods and requirements, it would be an advantage to allow SGS Engineering to continue to provide engineering services to DME. Thank You for Your consideration of this proposal. We look forward to continuing a successful working relationship. Sincerely, SGS Engineering. LLC Steve Owens; P.L., Managnng Partner SO:alh Attachments SGS Engineering, LLC I P.0. Box 53969 1 Lubbock, Texas 79453 1 MAIN 806.795.6827 1 FAX 806.795.7526 SGS ENGINEERING, LLC Brief Historv of SGS Eneineering SGS Engineering is a newly-formed engineering partnership consisting of the principals in Lubbock, Texas, that previously comprised the entity SGS Witter/TRC. The SGS Engineering group bought out their interest in the TRC corporation. Some of the key individuals of the new company have actually owned and/or managed this group since the original company (Sullivan, Gray, and Smith) was formed in the 1980's. SGS Engineering consists of seven (7) partners. Six of these partners are professional engineers, and one partner has over 30 years of experience in all phases of transmission/distribution design. The company offers planning and sectionalizing services as well as complete design services for substations, transmission, and distribution projects. SGS has thirty employees including 8 engineers, technicians/draftsmen, administrative personnel, and field personnel. Besides the main office in Lubbock, there are small offices in Albuquerque and Dallas. Following is experience information of the personnel who have worked on the DME projects in the past and would be available to do so in the future. Experience of key SGS Engineering Personnel Steve Owens, Managing Partner: Has 32 years experience. Experience includes substation design, transmission design, distribution design, as well as all aspects of planning. At present he is the engineer in responsible charge of substation engineering in the SGS Engineering office. Licensed PE in Texas, Oklahoma, New Mexico, and Arizona. Gene Smith. Partner Has 35 years of experience. Involved with transmission design, distribution design, and all types of field activities to support T&D projects. Responsible for all survey and construction activities for SGS. Donny Payne, Partner Has 15 years of experience. Involved in all phases of transmission and distribution design. He is the engineer in responsible charge of transmission/distribution engineering in the SGS Engineering office. Has expertise in concrete and steel pole design as well as conventional construction. Licensed PE in Texas and New Mexico. Travis Neal, Partner Has 11 years experience. Involved in all phases of substation design. Provides the majority of the protection and control design for SGS Engineering. Licensed PE in Texas. SGS ENGINEERING LUBBOCK, TEXAS 2007 COOPERATIVE/MUNICIPAL RATES 09/06/07 1 BILLING CLASSIFICATION 2007 RATE EMPLOYEE Partner 5 119 Steve Partner 4 111 Mike Partner 3 103 Gene, Dotmy, Travis Partner 2 95 Lonnie, Monte Partner 1 87 Senior Professional Engineer 5 119 Senior Professional En ineer 4 111 Senior Professional Engineer 3 103 Les Senior Professional Engineer 2 95 Senior Professional Engineer 1 87 Associate Professional Engineer 5 104 Associate Professional Engineer 4 97 Associate Professional Engineer 3 90 Associate Professional Engineer 2 83 Kyle Associate Professional Engineer 1 76 Marty Graduate Engineer 5 87 Graduate Engineer 4 81 Graduate Engineer 3 75 Graduate Engineer 2 69 Graduate Engineer 1 63 Mark Senior Staff 6 97 Catt Senior Staff 5 93 Senior Staff4 87 Senior Staff 3 81 Senior Staff2 75 Galen Senior Staff 1 69 Lee Page 2 2007 COOPERATIVE/MUNICIPAL BILLING RATES G ING CLASSIFICATION 2007 RATE EMPLOYEE on Services 5 78 on Services 4 73 George E on Services 3 68 Gale, Todd, To dd, John, Shane, Cheyemie on Services 2 63 n Services 1 58 hnician 5 69 Randy, Luis, Pete Senior Technician 4 65 Heath, Michael Senior Technician 3 61 Senior Technician 2 57 Senior Technician 1 53 Lead Technician 5 56 Sammy, Jose Lead Technician 4 53, Lead Technician 3 50 Joe Lead Technician 2 47 Lead Technician 1 44 Associate Technician 5 47 Associate Technician 4 44 Michael Associate Technician 3 41 Associate Technician 2 38 Associate Technician 1 35 Administrative Assistant 5 53 Administrative Assistant 4 50 Administrative Assistant 3 47 Addie, Kristen Administrative Assistant 2 44 Administrative Assistant 1 41 Page 3 ATTACHMENT TO COOPERATIVE RATE SHEET SPECIAL CHARGES AND ADDERS (7-1-07 through 12-31-07) Overtime Billing rate times 1.3 multiplier Per Diem* $125.00 per day Expenses* Actual out-of-pocket Mileage* 2 WD IRS allowable 4 WD IRS allowable plus $0.04 4-Wheeler $50.00 per day GPS (Survey Qu ality) $250.00 per day $125.00 per half day Ranger $200.00 per day *Billing of these charges will include a 10% administrative fee.