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2001-379O = CE NO 7q AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT WITH CAMP DRESSER & MCKEE, INC FOR ADDITIONAL ENGINEERING SERVICES PERTAINING TO THE FINAL DESIGN OF AND PREPARATION OF ENGINEERING PLANS AND SPECIFICATIONS FOR, TOGETHER WITH OTHER PROFESSIONAL ENGINEERING SERVICES INCIDENT TO ADDITIONAL IMPROVt~MENTS THAT ARE NECESSARY TO GAIN OPERATIONAL EFFICIENCY AND TO ADD HYDRAULIC CAPACITY, 1NCDENT TO THE CONSTRUCTION, EXPANSION, AND COMPLETION OF THE PECAN CREEK WATER RECLAMATION PLANT, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVDING AN EFFECTIVE DATE WHEREAS, the City Council deems it in the pubhc interest to continue to engage the finn of Camp Dresser & McKee, Ine, a Corporataon, of Dallas, Texas ("CD&M"), by this Farst Amendment to the Professional Serwees Agreement to provide adthtlonal professional englneenng services to the Caty pertaimng to the final design of and preparation of enganeenng plans and speelfieatxons for, together w~th other profesmonal englneenng servaces mcadent to additional improvements that are necessary to gain operational efficiency and to add hydraulic capacity, incident to the construction, expansion, and completion of the Pecan Creek Water Reclamation Plant, and WHEREAS, the City staff has reported to the Clty Council previously and also at this time that, there is a substantial need for the above-described professional services, and that limited C~W staff cannot adequately perform the services and tasks with its own personnel, and WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional Services Procurement Act", generally prowdes that a C~ty may not select a prowder of professional services on the basis of eompetmve bids, but must select the prowder on the basis of demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price, and WHEREAS, the C~ty Council has provided ~n the City Budget for the appropriation of funds to be used for the purchase of the professional services, as set forth in the First Amendment to the Professional Services Agreement, and desires to approve the "F~rst Amendment to the Professional Services Agreement" attached hereto, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1 That the C~ty Manager is hereby authonzed to execute a F~rst Amendment to the Professional Services Agreement w~th Camp Dresser & McKee, Inc, a Corporation, of Dallas, Texas, for further professional engmeenng services pertaimng to the final design of and the preparation of engmeenng plans and specifications for, together w~th other professional engmeenng serwees me,dent to additional improvements that are necessary to gain operational efficiency and to add hydraulic capacity, incident to the constmctton, expansaon, and expansaon of the Pecan Creek Water Reclamataon Plant, m substantially the form of the F~rst Amendment to the Professional Servaces Agreement, m the mount of not to exceed $150,520, attached hereto and ancorporated herewith by reference SECTION 2 That the award of thas First Amendment to the Professaonal Servaces Agreement by the City as on the basis of the continued demonstrated competence, knowledge, and qualfficat~ons of CD&M and the abdlty of CD&M to continue to perform the professional servaces needed by the C~ty for a fair and reasonable price SECTION 3 That the expendature of funds as provided an the attached First Amendment to the Professaonal Services Agreement as hereby authorized SECTION 4 That this ordanance shall become effective immediately upon its passage and approval PASSED AND APPROVED thas the a~~-'~t~ dayof /~t~/(. ,2001 EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY S \Our Documonts\Ordlnances\01\Camp Dressor & McKee F~rst Amend PSA Engr Svc Pecan Crk WW Plant Expan doc STATE OF TEXAS § COUNTY OF DENTON FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES PERTAINING TO ADDITIONAL IMPROVEMENTS TO INCREASE OPERATIONAL EFFICIENCY AND TO ADD HYDRAULIC CAPACITY INCIDENT TO THE CONSTRUCTION AND EXPANSION OF THE PECAN CREEK WATER RECLAMATION PLANT o?HIS(t~T~NDMENT TO AGREEMENT ~s madc and entered into as of the '~ ~Z~ day ,2001, by and between the City of Denton, Texas, a Texas Mtuuc~pal Corporation, w~th its pnnclpal offices at 215 East MeYdnney Street, Denton, Texas 76201 (hereafter "OWNER") and Camp Dresser & McKee Inc, a Corporation, wtth ~ts offices at One Glen Lakes, 8140 Walnut Hill Lane, State 1000, Dallas, Texas 75231 (hereafter "CONSULTANT"), the pames acting herem by and through their duly-anthonzed representatives and officers WHEREAS, on the 26~ day of September, 2000, the City Courlcll enacted Ordinance No 2000-352, winch approved the "Professional Serwces Agreement for Engineering Services Pertamang to the Final Design of, the Preparation of Engmeenng Plans, Specffications, and Related B~d Documents For, Together W~th Other Professional Engmeenng Serrates Incident to the Constmctt0n and Expansion of the Pecan Creek Water Reclamation Plant," entered into by and between the Cxty of Denton, Texas and Camp Dresser & MeKee, Inc (hereafter the "Agreement") provldmg for profassmnal engmeenng servmes on the Expansion of the Pecan Creek Water Reclamation Plant Project (the "ProJect") to a facthty winch has 21 nulhon gallons per day ("MGD") average flow and 35 MGD peak flow cepae~ty, and WHEREAS, the ProJect ~s proceeding m due course, and there are additional tmprovements that were xdantified dunng the design process as bemg necessary to prowde a comprehensive system and to enhance the overall quahty of the ProJect, and xt ~s the desire of OWNER and CONSULTANT to enter into a "F~t Amendment to Profemonal Services Agreement for Engmeenng Serwces Pertaining to Additional Improvements to Increase Operational Effimency and to Add Hydranhc Cepamty Incident to the Construction and Expansmn of the Pecan Creek Water Rec~lamaiaon Plant" (hereafter the '~Farst Amendment") to prowde for addmonal engmeenng fees necessary for the completion of the a&htional rmprovements, NOW THEREFORE WIITqESSETH, that in consideration of the covenants and agreements herein eontamed, the pames hereto do mutually AGREE as follows ARTICLE I EMPLOYMENT OF CONSULTANT TheI OWNER hereby contracts smth CONSULTANT, as an mdependent contractor, and the CONSULTANT hereby agrees to perform the servmes hereto m connection with the ProJect as stated m the Axtteles to follow, w~th d~hgenee and in accordance w~th the professional standards customarily obtmned for such semces m the State of Texas The professional services set forth hereto are m connection with the following described ProJect The ProJect consists of improvements identified dunng the final design process wbach have been determined by the OWNER and CONSULTANT to require some additional improvements to gain more operalaonal efficiency as well as to add hydraulic capacity to the Project for the expansion of the Pecan Creek Water Reclamation Plant to 21 MGD treatment capacity meeting Texas Natural Resources Conservation Commission reqmrements The CONSULTANT agrees to exercise the same degree of care, skill and diligence in the performance of these services as is orchnanly provided by a professional consultant under samlar circumstances and the CONSLrLTANT shall, at no cost to OWNER, "re-perform" serrates wbach fml to satisfy the foregoing standard of performance ARTICLE II SCOPE OF SERVICES The CONSULTANT shall perform the following Basic Services in a professional manner A To perform those professmnal servxces as set forth m the "Construction Cost and Engineering Fee for Additional Work - Pecan Creek Water Reclamation Plant Improvement Program" prepared by Jyh-Wel (Al) Sun, P E, Vice President of CONSULTANT (hereafter the "Scope of Services") for OWNER, on the 5~ day of September, 2001, wbach eleven (11) pages of documents are attached hereto as Attachment "A," and are incorporated herein by reference B If there xs any confhct between the terms of this Fn'st Amendment and the Attachment attached to tbas First Amendment, the terms and condlUons of tins First Amended Agreement shall control over the terms and eonrhtaons of the Attachment ARTICLE III ADDITIONAL SERVICES Any adtht~onal services to be performed by the CONSULTANT, if authorized by the OWNER, wbach are not mcbaded as Basic Sermees in the above-described Scope of Services, set forth as promded by Article II above, shall be later agreed-upon by OWNER and CONSULTANT, who shall determine, m writing, the scope of such addlttonal services, the amount of compensation for such addlttonal services, and other essential terms pertamang to the provision of such adchtaonal services by the CONSULTANT ARTICLE IV PERIOD OF SERVICE Tbas F~rst Amendment shall become effectxve upon execution by the OWNER and the CONSULTANT and upon the issuance of a notme to proceed by the OWNER, and shall remam m force for the period that may reasonably be reqmred for the completion of the Project, including Addttlonal Senates, if any, and any required extensions approved by the OWNER Tbas First Amendment may be sooner terrmnated m accordance with the provisions hereof Time is of the essence in tins First Amendment CONSULTANT shall make all reasonable efforts to complete the services set forth herein as experhttously as possible and to meet the schedule reasonably estabhshed by the OWNER, acting through ~ts Asmstant City Manager of Uttht~es, or bas designee c,wn~ow~'T~'C~M ~ ~SA P~.~ C~,k W..~ ~.~ ~',~ ~ ~d~ Page 2 o f 11 A B ARTICLE V COMPENSATION COMPENSATION TERMS "Subcontract Expense" ts defined as those expenses, af any, recurred by CONSULTANT m the employment of others m outside firms, for servmes ~n the area of professional engineering, or related servaces Any subcontract or subconsultant billing reasonably incurred by the CONSULTANT an connectaon with the Project shall be mvomed to OWNER at the actual cost 2 "Direct Non-Labor Expense" as defined as that expense, based upon actual cost, for any out-of-pocket expense reasonably ~ncurred by the CONSULTANT in the performance of tbas Fxrst Amendment for long dastance telephone charges, telecopy charges, messenger serrates, pnntmg and reproducUon expenses, out-of-pocket expenses for purchased computer tmae, prudently mcurred travel expenses related to the work on the Pwject, and smaflar incidental expenses incurred an connecUon with the ProJect BILLING AND PAYMENT For and m conmderatmn of the professaonal services to be performed by the CONSULTANT hereto, the OWNEK agrees to pay CONSULTANT, based upon the saUsfactory completion of the Baste Sermces tasks set forth in the Scope of Services as shown in ArUcle II above, as follows 1 CONSULTANT shall perform ~ts work on tins ProJect m accordance with the pmmslons and the tasks more particularly set forth in Attachment "A" attached hereto and incorporated herewith by reference CONSULTANT shall be prod for services rendered pursuant to the First Amendment on the basis set forth m the Cost Schedule also set forth m Attachment "A ," attached hereto and incorporated by reference herewith CONSULTANT shall bill fxom tnne sheets, m mlmmum V4 hour or smaller Ume ancrements, at the hourly rotes provaded for in the Cost Schedule OWNER agrees to pay to CONSULTANT for its professional sexmces performed and expenses incurred pursuant to tbas F~rst Amendment, an additional amount not to exceed $150,520 2 Partml payments to the CONSULTANT wall be made monthly m aceordence vath the statements reflecting the actual completion of the basic sermces, rendered to and approved by the OWNER through ats Assmtant C~ty Manager for UUhtles or bas desagnee However, under no mrcumstances shall any monthly statement for services exceed the value of the work performed at the tnue a statement is rendered The OWNER may w~thhold the final ten (10%) percent of the above not-to-exceed amount until saUsfactory eompleUon of the Project by the CONSULTANT 3 Nothing contamed m tins ArUele shall require the OWNER to pay for any work wbach ts unsalasfaetory as reasonably detemuned by the Assastant City Manager for UtlhUes or bas designee, or wbach as not submitted by CONSULTANT to the OWNER m compliance w~th the terms of tbas First Amendment The OWNER shall not be reqmred to make any payments to the CONSULTANT at any tame when the CONSULTANT as ~n default under this Farst Amendment 4 It xs specffically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to thas F~rst Amendment wbach would reqmre adchtlonal payments by the OWNER for any charge, expense or reambursement above the not-to-exceed mount as stated heremabove, wxthout first having obtmned the prior written authorization from the OWNER CONSULTANT shall not proceed to perform any servaces to be later promded for under Amcle III "Addataonal Servaces" wathout first obtatmng prior written anthonzataon from the OWNER C ADDITIONAL SERVICES For add~uonal sermces anthonzed an wntang by the OWNER an Article III heremabove, CONSULTANT shall be prod based on a to-be-agreed-upon Schedule of Charges Payments for addataonal servaces shall be due and payable upon submasston by the CONSULTANT, and shall be m accordance w~th Artacle V B heremabove Statements for basac serrates and any ad&taonal serrates shall be submatted to OWNER no more frequently than once monthly D PAYMENT If the OWNER fails to make payments due the CONSULTANT for servaces and expenses wathm saxty (60) days al~er receipt of the CONSULTANT'S unchsputed statement thereof, the amounts due the CONSULTANT will be increased by the rate of one percent (1%) per month from and afier the stud slxtaeth (60th) day, and ~n adtht~on, thereafter, the CONSULTANT may, after g~wng ten (10) days written notme to the OWNER, suspend sermces under flus Agreement until the CONSULTANT has been ptud m full for all amounts then due and owing, and not dasputed by OWNER, for servaces, expenses and charges Provaded, however, nothing herem shall reqmre the OWNER to pay the late charge of one percent (1%) per month as set forth herem, ~f the OWNER reasonably determines that the CONSULTANT's work as tmsatasfactory, m accordance wath Article V B of flus Farst Amendment, and OWNER has notffied CONSULTANT of that fact in writing ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT wall exercase reasonable care and due dflagence m dascovenng and promptly reporting to the OWNER any defects or deficaencaes m the work of the CONSULTANT or any ofl~s subcontractors or subconsultants ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furmshed by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to th~s First Amendment are msmmaents of service and shall become the property of the OWNER upon the termmaUon of this First Amendment The CONSULTANT as entxtled to retain copaes of all such documents The documents prepared and furmshed by the CONSULTANT are intended only to be applicable to tins ProJect and OWNER's use of these documents m other projects shall be at OWNER's sole risk and expense In the event the OWNI~R uses the Farst Amendment m another project or for other purposes than specffied hereto any of the mfonnaUon or matenals developed pursuant to ttus F~rst Amendment, CONSULTANT ~s released from any and all habthty relating to their use m that project ARTICLE VIII INDEPENDENT CONTRACTOR CONSULTANT shall pmmde serrates to OWNER as an independent contractor, not as an employee of the OWNER CONSULTANT shall not have or claim any right arising from employee stares ARTICLE IX INDEMNITY AGREEMENT The CONSULTANT shall mdemmfy and save and hold harmless the OWNER and as offimals, officers, agents, attorneys and employees from and against any and all habflaty, clatms, demands, damages, losses and expenses, including but not hrmted to court costs and reasonable attorney fees recurred by the OWNER, and including wathout lmtat~on damages for bodily and personal injury, death, or property damage, resulting from the neghgent acts or om~asaons of the CONSULTANT or ~ts officers, shareholders, agents, attorneys and employees ~n the execuUon, opemUon, or performance oftlus Farst Amendment Nothing m t/us F~rst Amendment shall be construed to create a habthty to any person who ~s not a party to tins F~rst Amendment and nothing herein shall wmve any of the party's defenses, both at law or eqmty, to any cl~um, cause of actaon or htlgataon filed by anyone not a party to flus Fumt Amendment, including the defense of governmental ~mmumty, wbach defenses are hereby expressly reserved ARTICLE X INSURANCE During the performance of the Serrates under flus First Amendment, CONSULTANT shall maintain the following insurance wath an insurance company hcensed to do business m the State of Texas by the State Insurance Board or any successor agency, that has a rating w~th A M Best Rate Careers of at least an "A-" or above A Comprehensive General Llablhty Insurance with bochly injury hmlts of not less than $500,000 for each occurrence and not less than $500,000 m the aggregate, and with property damage lmuts of not less than $100,000 for each occurrence and not less than $100,000 an the B C D E aggregate Automobile Llablhty Insurance with bodaly injury hunts of not less than $500,000 for each person and not less than $500,000 for each accident and with property damage hmlts for not less than $100,000 for each accident Worker's Compensation Insurance In accordance w~th statutory requirements and Employer's Llablhty Insurance with llunts of not less than $100,000 for each accident Professional Liability Insurance w~th limits of not less than $2,000,000 annual aggregate CONSULTANT shall furmsh insurance certificates or insurance pohcles at the OWNER's request to evidence such coverages The insurance polacles shall name the OWNER as an adcht~onal insured on all such pohmes to the extent that is legally possible, and shall contain a provision that such insurance shall not be cancelled or modified without tturty (30) days pnor written notice to OWNER and CONSULTANT In such event, the CONSULTANT shall, prior to the effective date of the change or cancellation of coverage, dehver copaes of any such, substitute pohcies, furmshmg at least the same pohcy hunts and coverage, to OWNER ARTICLE XI ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under tins F~rst Amendment by submitting the d~spute to arbttratiun or other means of alternate dispute resolution such as mediation No arbitration or alternate dispute resolution arising out of or relating to, tlus First Amendment revolving one party's dasagreement may include the other party to the dasagreement wathout the other's approval ARTICLE XII TERMINATION OF AGREEMENT A Notwithstanding any other provision of tins First Amendment, either party may terminate tins F~rst Amendment by prowdmg thu'ty- (30) days advance written notice to the other party B Tlus First Amendment may alternatively be tenmnated in whole or in part m the event of e~ther party substantially fmhng to fulfill ~ts obhgatlons under tins First Amendment No such termination will be effected unless the other party is given (1) written notice (delivered by ee~fied mml, 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 termmatlon C If the First Amendment ~s terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services upon receipt of the written notice of tenmnation from OWNER, and shall render a final bill for servaces to the OWNER within twenty (20) days aider 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, m accordance with Article V of tins F~rst Amendment Should the OWNER subsequently contract w~th a new consultant for the continuation of servmes on the ProJect, CONSULTANT shall cooperate ~n prov~dmg ~nformatlon to the OWNER and to the new consultant If apphcable, OWNER shall allow CONSULTANT a reasonable time to tranmt~on and to tom over the ProJect to a new consultant CONSULTANT shall mm over all documents prepared or furnished by CONSULTANT pursuant to this First Amendment to the OWNER on or before the date of tenumatlon, but may mmntam copies of such documents for its files ARTICLE XIII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval of the work by the OWNER shall not constitute nor be deemed a release of the respons~bdity and hablhty of the CONSULTANT, ~ts officers, employees, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work performed pursuant to fins First Amendment, nor shall such approval by the OWNER be deemed as an assumption of such respons~blhty by the OWNER for any defect m the design or other work prepared by the CONSULTANT, ~ts pnnc~pals, officers, employees, agents, subcontractors, and sub-consultants ARTICLE XIV NOTICES AIl notices, commumcat~ons, and reports reqmred or permitted under flus First Amendment shall be personally dehvered to, or telecop~ed to, or mmled to the respecUve parties by depomtlng same m the Umted States mml at the addresses shown below, postage prepmd, certffied maal, return receipt requested, unless otherwise spectfied herein To CONSULTANT To OWNER Camp Dresser & McKee Inc Atto Randy R Rogers, V~ce President 8140 Walnut Hill Lane, State 1000 Dallas, Texas75231 Fax (214.987-2017) C~ty of Denton, Texas Michael A Conduff, C~ty Manager 215 East McKmney Denton, Texas 76201 Fax (940) 349-8596 All notices under fins First Amendment shall be effectxve upon their actual receipt by the party to whom such nottce xs gtven, or three (3) days after malhng of the not~ce, wtuehever event shall first occur ARTICLE XV ENTIRE AGREEMENT TI'ns F~rst Amendment, conslsttng of eleven (11 ) pages and one (1) attachment (Attachment "A") constitutes the complete and final expression of the agreement of the parties and is ~ntended as a complete and exclumve statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negottatlons, thscusslons, commumcat~ons, understandings, and agreements wluch may have been made m connection w~th the subject matter oftbas First Amendment ARTICLE XVI SEVERABILITY If any provmon of this First Amendment is found or deemed by a court of competent junsdlcUon to be mvabd or unenforceable, at shall be consadered severable from the remainder of tins First Amendment, and shall not cause the remmnder to be invalid or unenforceable In such event, the partaes shall refoma tins F~rst Amendment, to the extent reasonably possable, to replace such stricken prowslon with a valid and enforceable proxamon winch comes as close as possible to expressing the ongmal antentlons of the parUes respecting any such smcken promslon ARTICLE XVII COMPLIANCE WITH LAWS The CONSULTANT shall comply w~th all federal, state, local laws, roles, regulations, and ordinances appheable to the work performed by CONSULTANT hereunder, as they may now read or as they may hereafter be amended ARTICLE XVIII DISCRIMINATION PROHIBITED In performmg the servmes reqmred hereunder, the CONSULTANT shall not discriminate agmnst any person on the basis of race, color, rehglon, sex, national ongan or ancestry, age, or physacal hand~cap ARTICLE XIX PERSONNEL A CONSULTANT represents that it has or will securc at its own expense all personnel reqmred to perform all the serwces reqmred under tlus Farst Amendment Such personnel shall not be employees or officers of, nor have any contractual relations wath the OWNER CONSULTANT shall u-nmedmtely reform the OWNER m wntmg of any conflict of mterest or potentaal conflict of mterest that CONSULTANT may discover, or wtuch may arise dunng the term of tlus First Amendment B All serwces reqmred hereunder will be performed by CONSULTANT or under xts darect supermmon All personnel engaged m perforrmng the work provided for an tins F~rst Amendment, shall be qualified, and shall be authorized and penmtted under state and local laws to perform such services ARTICLE XX ASSIGNABILITY The CONSULTANT shall not assign any interest in flus First Amendment and shall not transfer any interest in tins F~rst Amendment (whether by assignment, novaUon or otherwase) w~thout the prior written consent of the OWNER CONSULTANT shall promptly notary OWNER of any change of its name as well as of any mgraficant change in its corporate structure or mats oper~lons ARTICLE XXI MODIFICATION No wmver or modification of this F~rst Amendment or of any covenant, condition, hmltatmn herein contained shall be valid unless m wntmg and duly executed by the party to be charged therewith No e~dence of any wmver or modification shall be offered or received m evidence m any proceeding arising between the pames hereto out of or affecting tins First Amendment, or the rights or obhgatlons of the parties hereunder, unless such watver or mothfication is m writing, duly executed ,The parties further agree that the prowslons of ttus Article will not be wmved unless as herein set forth ARTICLE XXII MISCELLANEOUS A The following attachment is attached to, ~ncorporated wittun, and Is made a part of flus First Amendment for all purposes pertinent Attachment "A" - Scope of Work (mcludmg schedules) B CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after the final payment made by OWNER under tins F~rst Amendment, have access to and the right to examine any &rectly pertment books, documents, papers and records of the CONSULTANT revolving transacttons relating to tins Ftrst Amendment CONSULTANT agrees that OWNER shall have access dunng normal working hours to all necessary CONSULTANT fecfilttes and shall be pmwded adequate and appropriate working space m order to conduct exammalaons or au&ts m enmphance w~th this Artmle OWNER shall give CONSULTANT reasonable advance not,ce of all mtended exammattons or audits C Venue of any stat or cause of actton under flus F~rst Amendment shall lie exclusively in Denton County, Texas Tlus First Amendment shall be governed by and construed in accordance w~th the laws of the State of Texas D For purposes of ttus F~rst Amendment, the part,es agree that the key persons who will perform most of the work under this F~t Amendment shall be A1 Sun P E, Vice President andlProject Manager and Randy Rogers P E, V~ce President Tins F~rst Amendment has been entered mto with the understandmg that the above-stated employees of CONSULTANT shall perform all or a s~gnlficant port,on of the work on the ProJect Any proposed changes regarding change of personnel, requested by CONSULTANT, respectmg one or more of the two, (2) above-stated employees, shall be subject to the approval of the OWNER, winch approval the OWNER shall not unreasonably withhold Nottung herem shall lmut coNsULTANT from usmg other qualified and competent members of its finn to perform the other mcldental services reqmred herem, under ~ts supervision or control E CONSULTANT shall commence, carry on, and complete its work on the ProJect with all appheable dispatch, and m a sound, eeonomteal, efficient manner, and m accordance wath the prowmons hereof In aceomphshmg the Project, CONSULTANT shall take such steps as are appr0Pnate to ensure that the work involved is properly coordinated with related work beang camed on by the OWNER F The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's dasposal all available mformataon pertinent to the ProJect, including premous reports, any other data relative to the ProJect and arranging for the access to, and make all provisions for the CONSULTANT to enter m or upon, pubhc and private property as requrred for the CONSULTANT to perform professaonal servaces under tins First Amendment OWNER and CONSULTANT agree that CONSULTANT as entitled to rely upon information furmshed to at by OWNER without the need for further mqmry or anvestagat~on anto such mformataon G The capttons of tins Farst Amendment are for mformaUonal purposes only and shall not an any way affect the substantive terms or conchtions of tins First Amendment 1N WITNESS WHEREOF, the C~ty of Denton, Texas has executed tins F~rst Amendment an four (4) original counterparts, by and through ars duly-authorized Caty Manager, and CONSULTANT has executed ~/~rst Amendment.,~ by, apd through ats duly-authorized undersigned officer on thas the ~,~ -- day of /~t~ ,2001 CITY OF DENTON, TEXAS B~anager ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY "CONSULTANT" CAMP DRESSER & MCKEE, 1NC ATTEST AssistantSecrotaty~Mario J. Marcaccio S \Our Documents\Contracts\0 !\CD&M lnc PSA Pecan Cre~k Water Reelam Plant First Amend doc