2005-091O IN CE NO. 2005- gq /
AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY
MANAGER TO EXECUTE A THIRD AMENDMENT TO PROFESSIONAL SERVICES
AGREEMENT FOR ENGINEERING SERVICES AND RELATED SERVICES TO
APPROVED ELECTRICAL POWER SYSTEM CONSTRUCTION PROJECTS FOR
DENTON MUNICIPAL ELECTRIC WITH SGS WITTER, INC.; 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 continue to engage the engineering firm of SGS Witter, Inc., a Corporation ("Witter"),
of Lubbock, Texas, to provide the City with professional engineering services pertaining to
Witter'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 Witter over the last four (4) years, and Witter has operated under previous
professional service agreements, signed by the City Manager, regarding the Teasley Substation
Project and regarding various capital improvement projects and structural engineering projects
which have demonstrated Witter'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 Witter
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 the broadening of 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
Third Amendment to Professional Services 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 tree and correct
and are incorporated herewith as a part of this Ordinance.
SECTION2: That the City Manager is hereby authorized to execute a "Third
Amendment to Professional Services Agreement for Engineering Services and Related Services
Pertaining to Approved Electrical Power System Construction Projects for Denton Municipal
Electric" with the engineering finn of SGS Witter, Inc., a Corporation, of Lubbock, Texas for
professional engineering and related services pertaining to the interests of the City and of DME,
as hereinabove described, in substantially the form of the Third Amendment to Professional
Services Agreement; attached hereto and incorporated herewith by reference.
SECTION 3: That the award of this Third Amendment to Professional Services
Agreement is on the basis of the demonstrated competence and qualifications of the firm of SGS
Witter, Inc., and the ability of the firm of SGS Witter, Inc., 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 Third
Amendment to Professional Services Agreement is hereby authorized.
SECTION 5. That this ordinance shall become effective immediately upon its passage
and approval.
PASSED AND APPROVED this the 6v~7~ ~f~fday o f C~~ ,2005.
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
S:\Our Doeuments\Ordinances~05~SGS WiRer Inc-3rd Amended PSA-DME-2005.doc
STATE OF TEXAS
COUNTY OF DENTON
THIRD AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
FOR ENGINEERING SERVICES AND RELATED SERVICES PERTAINING TO
APPROVED ELECTRICAL POWER SYSTEM CONSTRUCTION PROJECTS
FOR DENTON MUNICIPAL ELECTRIC
L/T~IS AGREEMENT is made and entered into on the ~-?day of
~/l ,2005, by and between the City of Denton, Texas, a Texas Municipal
Corporation, wi~h its principal offices at 215 East McKinney Street, Denton, Texas 76201
(hereinafter "OWNER"); and SGS Witter, Inc., a Corporation, with its corporate office at 4727
South Loop 289, Suite 201, P.O. Box 53969, Lubbock, Texas 79453 (hereinafter
"CONSULTANT"); the parties acting herein, by and through their respective duly-authorized
representatives and officers.
WHEREAS, OWNER and CONSULTANT previously entered into a Professional Services
Agreement on November 7, 2000 regarding the design for approved electrical power system
construction projects for a one-year term, on a non-exclusive, as-needed basis, as requested by
DME, said Agreement providing for a not-to-exceed mount of $350,000 payable to
CONSULTANT by the OWNER for work satisfactorily completed pursuant to the Agreement; and
WHEREAS, on or about November 21, 2001, but effective as of November 7, 2001, the
OWNER and CONSULTANT entered into a First Amendment to Professional Services
Agreement, solely to extend the term of the above Agreement through November 7, 2002; and
WHEREAS, on or about December 5, 2002, but effective as of November 7, 2002, the
OWNER and CONSULTANT entered into a Second Amendment to Professional Services
Agreement, solely for the purpose of extending the maturity of the First Amendment past
November 7, 2002, until the $350,000 funds originally contracted for in the year 2000, have been
spent on this engagement; and
WHEREAS, the $350,000 in funds provided for in the original Agreement are nearly
expended, pursuant to the Agreement, and considerable existing work in the form of six projects is
in progress, and new projects are planned as well, and are on the horizon regarding the design for
approved capital improvement plan electrical power system construction projects for DME; and
WHEREAS, the existing engineering staff of DME cannot perform structural design
services, and CONSULTANT, over the past four years has functioned in that capacity, and in other
necessary capacities, and has demonstrated to OWNER'S satisfaction, CONSULTANT'S
competency to perform; and DME has proposed that an additional $350,000 in funds be added to
the original Agreement so that the work that has been started and the work that is slated to be done,
can be done; and
Page 1 of 12
WITNESSETIt, that in consideration of the covenants and agreements herein conta'med, the
parties hereto do hereby mutually AGREE as follows:
ARTTCT ,R T
CONTINUED EMPLOYMENT OF CONSULTANT
The OWNER hereby contracts with CONSULTANT, as an independent contractor, and the
CONSULTANT hereby agrees to continue to perform the services herein in connection with the
Projects, as stated in the Articles to follow, with dihgence 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 continued capital improvement projects
(the "Projects"):
Professional engineering and other related services pertaining to the support of design for approved
electrical power system construction capital improvement program projects on a non-exclusive, as-
needed basis, as is specifically requested by Denton Municipal Electric ('~DME").
AR TtCt ,~ n
SCOPE OF SERVICES
The CONSULTANT shall perform the following basic services in a professional manner:
CONSULTANT shall perform all those services as are necessary and as described in the
letter from Steve Owens, P.E., Vice President of CONSULTANT to Chuck Sears,
Engineering Administrator, DME, dated February 16, 2005 being CONSULTANT'S
"Proposal to Denton Municipal Electric" which is attached in pertinent part hereto as Exhibit
"A" and is incorporated herewith by reference.
If there is any conflict that arises between the terms of th/s Agreement and the Exhibit
attached to this Agreement, then the terms and conditions of this Agreement shall control
over the terms and conditions of the attached Exhibit.
ARTTCI .R Ffl'
ADDITIONAL SERVICES
Any additional services to be performed by the CONSULTANT, if author/zed by the
OWNER, which are not included as Basic Services in the above-described Scope of Services, set
forth as provided by Article 11. hereinabove, shall be later agreed-upon by OWNER and
CONSULTANT, who shall determine, in writing, the scope of such additional services, the amount
of compensation for such additional services, and other essential terms pertaining to the provision
of such additional service by the CONSULTANT.
Page 2 of 12
ARTICT .R IV
PERIOD OF SERVICE
This Agreement shall become effective upon its execution by the OWNER and the
CONSULTANT, and services shall be provided hereunder upon the issuance of a notice to
proceed by the OWNER. This Agreement shall remain in force for the period of time that
may reasonably be required for the completion of the Project activities, including Additional
Services, if any, and any required extensions approved by the OWNER; or until the
additional $350,000 in funds which are advanced pursuant to this Third Amended
Agreement (hereafter "this Agreement") have been expended, whichever event shall first
occur. This Agreement may be sooner terminated in accordance with the provisions hereof.
Time is of the essence in the performance and completion of this Agreement.
CONSULTANT shall make all reasonable efforts to complete the services set forth herein as
expeditiously as possible and to meet the schedule reasonably established by the OWNER,
acting through its Director of Electric Utilities or her designee.
A R TICT ,R V
COMPENSATION
A. COMPENSATION TERMS:
"Direct Non-Labor Expense" is defined as that expense (other than "per diem" expense),
based upon actual cost plus 10%, for any otu-of-pocket expense reasonably incurred by the
CONSULTANT related to its performance of this Agreement for long distance telephone
charges, telecopy charges, messenger services, printing and reproduction expenses, out-of-
pocket expenses for purchased computer time, prudently incurred travel expenses related to
the work on the Project, and similar incidental expenses incurred in connection with the
Project.
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 satisfactory completion
of the Basic Services tasks set forth in the Scope of Services as shown in Article II above; as
follows:
1. CONSULTANT shall perform its work on this Project on an hourly fee basis, plus
reimbursement for ali reasonably incurred out-of-pocket expenses, billed monthly.
CONSULTANT shall bill fi:om time sheets, in min/mum one half (1/2) hour increments of
time, at the rates set forth in CONSULTANT'S "Proposal to Denton Municipal Electric," a
five (5) page document, in pertinent part, dated February 16, 2005 from CONSULTANT to
OWNER respecting the scope of services and the compensation and expense price structure,
including the "2005 Standard Billing Rates" and "Special Charges and Adders," all of which
is attached hereto as Exhibit "A" and which is incorporated herewith by reference. OWNER
and CONSULTANT agree that CONSULTANT may adjust its fee for professional services
performed in accordance with its standard published rates, no sooner than January 1,
Page 3 of 12
Co
2006, and annually thereait~r. OWNER shall pay to CONSULTANT for its professional
services performed, and for its out-of pocket expanses incurred in the Project, a total amount
not to exceed an additional $350,000.
2. Partial payments to the CONSULTANT will be made monthly based on the percant of
actual completion of the Basic Services, rendered to and approved by the OWNER through
its Director of Electric Utilities or her designee. 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 the final ten (10%) percent of the above
not-to-exceed amount until satisfactory completion of the Project by CONSULTANT.
3. Nothing contained in this Article shall require the OWNER to pay for any work that is
not submitted in compliance with the terms of this Agreemant. OWNER shall not be
required to make any payments to CONSULTANT at any time whan CONSULTANT is in
default under this Agreement;
4. 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 not-to-exceed amount
as stated hereinabove, without first having obtained the prior written authorization from the
OWNER. CONSULTANT shall not proceed to perform any services to be later provided for
under Article 11I. "Additional Services" without first obtaining prior written authorization
from the OWNER.
ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER
in Article llI. hereinabove, CONSULTANT shall be paid based on a to-be-agreed-upon
Schedule of Charges. Paymants for additional services shall be due and payable upon
submission by the CONSULTANT, and shall be in accordance with Article V.B.
hereinabove. Statements for Basic Services and any Additional Services shall be submitted
to OWNER no more f~equently than once monthly.
PAYMENT: If the OWNER falls to make payments due the CONSULTANT for services
and expenses within forty (40) days after receipt of the CONSULTANT's undisputed
statement th&reef, the amounts due the CONSULTANT will be increased by the rate of one
percant (1%) per month from and after the said fortieth (40th) day, and in addition, thereat~er,
the CONSULTANT may, alter giving tan (10) days written notice to the OWNER, suspend
services under this Agreemant until the CONSULTANT has bean 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 that the
CONSULTANT's work is not submitted in accordance with the terms of this Agreemant, in
accordance with Article V. B. of this Agreemant, and OWNER has notified CONSULTANT
of that 'fact in writing.
Page 4 of 12
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 work of CONSULTANT.
ARTICLE VII
OWNERSHIP OF DOCUMENTS
Ail original documents prepared or furnished by the CONSULTANT pursuant to this
Agreement are insmunents 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
doenments.
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 pmjeets shall be at
OWNER's sole risk and expense. In the event the OWNER uses this 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 VIII
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 IX ·
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 Ynnitation damages for bodily and
personal injury, death, or 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 am hereby expressly reserved.
Page 5 of 12
ARTICLE X
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 Board or any successor agency, that has a rating with A. M. Best Rate
Carders of at least an "A-" or above:
Comprehensive General Liability Insurance with bodily injury limits of not less than
$1,000,000 for each occurrence and not less than $1,000,000 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.
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 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 and/or Errors & Omissions Insurance with limits of not less
than $1,000,000 annual aggregate.
CONSULTANT shall furnish insurance certificates or insurance policies at the OWNER's
request to evidence such coverage prior to the effective date of this Agreement. The
insurance policies shall name the OWNER as an additional insured on all such policies to the
extent that is legally possible, and shall conta'm 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.
ARTICLE XI
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 XII
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.
Page 6 of 12
Bo
This Agreement may alternatively 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 thirty (30) calendar days to cure the
failure; and (2) an opportunity for consultation with the terminating party prior to termination.
If this Agreement is terminated prior to completion of the services to be provided hereunder,
CONSULTANT shall immediately cease all services upon mgeipt of the written notice of
termination from OWNER, and shall render a final bill for services to the OWNER within
twenty (20) days at,er 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
V. 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 to the new consultant. If applicable, OWNER shall allow
CONSULTANT a reasonable time to transition and to turn over the Project to a new
consultant. 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.
ARTICLE Xlll
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, or agents, 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 work prepared by the CONSULTANT, its principals, officers, employees, and
agents.
ARTICLE XIV
NOTICES
All notices required or permitted under this Agreement shall be personally delivered to; or
telecopied to; Or mailed to the respective parties by depositing same in the United States mail at the
addresses shown below, postage prepaid, certified mail, return receipt requested, unless othenvise
specified herein.
Page 7 of 12
To CONSULTANT:
To OWNER:
SGS Witter, Inc.
Steve Owens, P.E., Vice-President
P.O. Box 53969
Lubbock, Texas 79453
Fax: (806) 795-7526
City of Denton, Texas
City Manager
215 East McKinney Street
Denton, Texas 76201
Fax: (940) 349-8596
and
Chuck Sears
Engineering Administrator
Denton Municipal Electric
901-A Texas Street
Denton, Texas 76209
All notices provided under this Agreement shall be effective upon their actual receipt by the
party to whom such notice is given, or three (3) days after mailing of the notice, whichever event
shall first occur.
ARTICLE XV
ENTIRE AGREEMENT
This Agreement consisting of twelve (12) pages and one (1) Exhibit constitutes the complete
and final expression of this 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 XVI
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
valid and enforceable provision which comes as close as possible to expressing the original
intentions of the parties respecting any such stricken provision.
ARTICLE XVII
COMPLIANCE WITH LAWS
CONSULTANT shall comply with all federal, state, local laws, roles, regulations, and
ordinances applicable to the work performed by CONSULTANT hereunder, as they may now read
or as they may hereafter be amended.
Page 8 of 12
ARTICLE XVIII
DISCRIMINATION PROHIBITED
In performing the services required hereunder, 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
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 immediately inform the OWNER in writing of any conflict of interest
or potential conflict ofinterast that CONSULTANT may discover, or which may arise during
the term of this Agreement.
Bo
OWNER requires that CONSULTANT carefully safeguard all documents, data, and
information provided by OWNER to CONSULTANT incident to this engagement.
CONSULTANT recognizes that such documents; data; and information; involve sensitive,
competitive issues; in some cases, confidential information; and in some cases proprietary
information; and the disclosure of such information by CONSULTANT to any third party,
without the express written consent of OWNER, is expressly prohibited by OWNER, and
would likely cause economic loss and detriment to OWNER. Any such unauthorized
disclosure of information by CONSULTANT shall constitute an act of default respecting this
Agreement. CONSULTANT represents to OWNER that it will safeguard OWNER's
information and will, upon OWNER'S reasonable request, provide OWNER with
CONSULTANT'S policies regarding its procedures for identifying conflicts of interest, and
its procedures and safeguards which are in place which would apply to CONSULTANT'S
trealment and handling of OWNER'S documents, data, and information during this
engagement.
All services required hereunder will be performed by 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 applicable state and local laws
to perform such services.
ARTICLE XX
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 of any change of its
name as well as of any material change in its corporate structure, its location, and/or in its
operations.
Page 9 of 12
ARTICLE XXI
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 XXII
MISCELLANEOUS
Ao
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 directly 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.
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.
For purposes of this Agreement, the parties agree that Steve Owens, P.E., Vice President of
CONSULTANT, and Senior Electrical Engineer of the Lubbock, Texas office of
CONSULTANT ("Owens") shall serve as the Project Manager of CONSULTANT
respecting this engagement, shall develop the scope of services with OWNER'S designated
employees, and shall oversee all engineering activities on the Project. This Agreement has
been entered into with the understanding that Owens shall serve as the CONSULTANT's
Project Manager and will be a key person serving the OWNER on this Project. Any
proposed changes requested by CONSULTANT, respecting Owens serving as the Project
Manager on the Project, shall be subject to the approval of the OWNER, which appmval the
OWNER shall not unreasonably withhold. Nothing heroin shall limit CONSULTANT fxom
using other qualified and competent members of its finn to perform the other services
required herein, under its supervision or control.
For purposes of this Agreement, the parties agree that Chuck Sears, Engineering
Administrator, DME, shall sene as Project Coordinator of OWNER. All project-related
correspondence, drawings, billings, and other documents shall be transmitted by the
CONSULTANT to the Project Coordinator.
D. CONSULTANT shall commence, carry on, and complete its work on the Project with all
Page 10 of 12
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.
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. OWNER and
CONSULTANT agree that CONSULTANT is entitled to rely upon information furnished to
it by OWNER without the need for further inquiry or investigation into such information.
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 City Manager; and CONSULTANT
has exeguted this .Agreement by and through its duly authorized undersigned officer, on this the
~,~ay of .c~/?~¢~j ,2005.
"OWNER"
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
Page 11 of 12
"CONSULTANT"
SGS WITTER, INC.
A Corporation
ATTEST:
Secretary
S:~3ur DocumentsXl?ontracts~5~SGS Witter-Engr Svcs-PgA-Third Amendment-DME.doc
Page 12 of 12
CONSULTING ENGINEERS & PLANNERS
A ~ Company
February 16, 2005
Re: Denton Mu.uicipal Electric
Proposal
Mr. Chuck Sears
Denton Municipal Electric
901-A Texas Street
Denton, Texas 76201
Dear Chuck:
SOS Witter would like to propose that Denton Municipal Electric consider increasing the
monetary limit on the Professional Services Agreement now in place by $350,000. We
are approaching the $350,000 limit as previously established, and there are a number of
projects at various stages in the design process which we will not be able to complete
within that mount.
The original estimate of $350,000 was not based on what we have been assigned. The
projects that were expected to be the major design emphasis when the contract was
originally established were modification of the Hickory Substation and the.Denton West
Interchange, ConstruCtion ot~the Iron.Horse Interchange ann Substation, construction of
approximately 6.5 'miles of new transmission line interconnecting these stations, and
design of the Teasley Subslation. Right-of-way issues have held the Iron Horse station
and transmission line projects up partially or completely for more than four years. With
the $350,000 contract mount, SG8 Witter has completed the designs for four new
stations, addition cfa distribution substation to Denton North, and for the reconstruction
of the transmission line around the Spencer site. At the present time, several projects are
in various stages of completion for the structural designs. Since inception of the contract,
the Hickory and Denton West addition projects are the only projects that have had scope
changes. In both of these oases, the changes were for additional work that full5, utilized
the design that was done for the original plan. The following is a list of the projects
currently being designed and their status:
Denton West Substation Addition: 85%
Hickory Substation Addition: 90%
Denton North Tie to Brazos Line & Re-feed the 60MVA Transformer. 5%
Bonnie Brae Crossing (part of Hickory to Locust Transmission Line) 60%
Iron Horse to Higkory Transmission Line[ 20% ...
Denton West to kozi Horse Transmission Line: ~ o '
~5~.. . .
U.S. 380 Crossing (~art of Hickory to North Lal(es TrunSmisal3i~ Line) 65%
EXHIBIT' !'
SGS Witter, Inc., P.O. Box 53969, Lubbock, TX 79453 · Office: (806) 795-6827 · Fax: 795.7526
2005 STANDARD BILLING RATES
DENTON MUNICIP~
Billing Classification
Billing Rates
1-1-05 thru 12-31-05
Principal
Principal
Principal
Principal
Principal
$123
$115
$107
$99
$91
Senior Professional Engineer 5
Senior Professional Engineer 4
Senior Professional Engineer 3
Senior Professional Engineer 2
Senior Professional Engineer 1
$123
$115
$107
$99
$91
Professional Engineer 5
Professional Engineer 4
Professional Engineer 3
Professional Engineer 2
Professional Engineer 1
$107
$100
$93
$86
$79
Graduate Engineer 5
Graduate Engineer 4
Graduate Engineer 3
Graduate Engineer 2
Graduate Engineer 1
$91
$85
$79
$73
$67
Registered Land Surveyor 5
Registered Land Surveyor 4
Registered Land Surveyor 3
Registered Land Surveyor 2
Registered Land Surveyor 1
$101
$91
$84
$79
$73
Senior Staff 5
Senior Staff 4
Senior Staff 3
Senior Staff 2
Senior Staff 1
$102
$95
$88
$81
$74
Steve, Mike
Gene
Donny, Travis
Lonnie
Kyle, Many
Charley
2005 STANDARD BILLING RATES
Page 2
Billing Classification
Chief Technician 5
Chief Technician 4
Chief Technician 3
Chief Technician 2
Chief Technician 1
Survey Party Chief 5
Survey Party Chief 4
Survey Party Chief 3
Survey Party Chief 2
Survey Party Chief 1
Senior Technician 5
Senior Technician 4
Senior Technician 3
Senior Technician 2
Senior Technician I
Technician 5
Technician 4
Technician 3
Technician 2
Technician 1
Associate Technician 5
Associate Technician 4
Associate Technician 3
Associate Technician 2
Associate Technician 1
Office Manager
Office Staff 5
Office Staff 4
Office Staff 3
Office Staff 2
Office Staff 1
Billing Rates
1-1-05 thru 12-31-05
$85 Galen '
$80 Gale
$75
$70
$65
$75 PeR G.
$70
$65
$60
$55
$75 Randy, Luis
$70
$65
$60
$55
$64 Jose, Sally
$60
$56 Heath
$52
$48 Cody
$56
$52
$48
$44
$40
$60
$57
$54
$51 Judy, Addle
$48
$45
SPECIAL CHARGES AND ADDERS
(1-1-05 through 12-31-05)
Page 3
Per Diem:
CADD Adder:
Expenses:
Mileage
ATV Usage:
GPS System (3 meter accuracy):
GPS System (survey accuracy):
Forensic Services:
Standard rate times 1.3 multiplier
Per Diem rates will be established for each project as
Either "Low Cost" or "High Cost" areas as set by
Federal tax code
$4.50 per hour
Actual Out-of-Pocket + 10%
2WD: IRS allowable* + 10%
4WD: $0.45/mile
$50/day
$50/day
$250/day
As negotiated with client
* 2005 IRS Allowable Rate is $0.405/mile