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