2001-380ORDINANCE NO .~t~2/-3 ¢0
AN ORDI~NANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY
MANAGER TO EXECUTE A SECOND AMENDMENT TO PROFESSIONAL SERVICES
AGREEMENT WITH CAMP DRESSER & MCKEE, INC FOR ADDITIONAL
ENGINEERING SERVICES PERTAINING TO THE RESIDENT PROJECT
REPRESENTATION SERVICES FOR THE CONSTRUCTION PERIOD, SPECIALTY
INSPECTION SERVICES FOR THE ELECTRICAL, INSTRUMENTATION, AND HVAC
EQUIPMENT FOR THE CONSTRUCTION PERIOD, PRODUCTION OF A
COMPREHENSIVE OPERATION AND MAINTENANCE MANUAL FOR PLANT
OPERATION, INCIDENT TO THE CONSTRUCTION, EXPANSION, AND COMPLETION
OF THE PECAN CREEK WATER RECLAMATION PLANT, AUTHORIZING THE
EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE
WHEREAS, the City Cotmcfl deems it m the public interest to continue to engage the
firm of Camp Dresser & McKee, Inc, a Corporation, of Dallas, Texas ("CD&M"), by thxs
Second Amendment to the Professional Serwces Agreement to provide additional professional
engmeenng services to the City pertaining to the resident project representation services for the
constmctl0n period, specialty inspection services for the elecmcal, mstmmentatlon, and HVAC
equipment for the construction period, production of a comprehensive operation and
maintenance manual for plant operataon, mcident to the construction, expansion, and completion
of the Pecan Creek Water Reclamatxon Plant, and
WHEREAS, the City staff has reported to the City Council previously and also at this
time that there is a substantial need for the above-described professional services, and that
hmlted C~ty 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
Servmes Procurement Act", generally prowdes that a Cay may not select a provider of
professional services on the basas of competitive bids, but must select the provider on the basis of
demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price,
and
WHEREAS, the Clty Conncll has provided in the City Budget for the appropriation of
funds to ~be used for the purchase of the professional services, as set forth m the Second
Amendment to the Professional Sermces Agreement, and desires to approve the "Second
Amendment to the Professional Services Agreement" attached hereto, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION 1 That the City Manager is hereby authorized to execute a Second
Amendment to the Professional Servmes Agreement with Camp Dresser & McKee, Inc, a
Corporation, of Dallas, Texas, for further professional engmeenng services pertmnmg to the
resident project representatxon services, specialty inspection services for the electrical,
instrumentation, and I-IVAC eqmpment for the construction period, and production of a
comprehensive operation and maintenance manual for plant operation, incident to the
construction, expansion, and expansion of the Pecan Creek Water Reclamation Plant, in
substantially the form of the Second Amendment to the Professional Services Agreement, m the
amount of not to exceed $399,658, attached hereto and incorporated herewith by reference
SECTION 2 That the award of this Second Amendment to the Professional Services
Agreement by the City is on the basis of the continued demonstrated competence, knowledge,
and qualifications of CD&M and the ability of CD&M to continue to perform the professional
services needed by the City for a fiur and reasonable price
SECTION 3 That the expenchture of funds as provided ~n the attached Second
Amendment to the Professional Services Agreement ~s hereby authorized
SECTION 4 That this ordinance shall become effective immediately upon its passage
and approval
PASSED AND APPROVED this the ~,~//~ day of ~ ,2001
EULINE BROCK, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
By 0
S \Our Doeuments\OrdmaneesX01\Camp Dresser & MeKee Second Amend PSA~Engr Svc Pecan Crk WW Plant Expan doc
STATE OF TEXAS §
COUNTY OF DENTON
SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
FOR ENGINEERING SERVICES PERTAINING TO
THE RESIDENT PROJECT REPRESENTATION SERVICES,
SPECIALTY INSPECTION SERVICES FOR THE ELECTRICAL, INSTRUMENTATION,
AND HVAC EQUIPMENT FOR THE CONSTRUCTION PERIOD,
AND PRODUCTION OF A COMPREHENSIVE OPERATION AND MAINTENANCE
MANUAL FOR PLANT OPERATION
INCIDENT TO THE CONSTRUCTION AND EXPANSION
OF THE PECAN CREEK WATER RECLAMATION PLANT
~HIS SECOND AMENDMENT TO AGREEMENT ,s made and entered into as of the
~ -- day of /0tS~.g.d .~ ,2001, by and between the C,ty of Denton, Texas, a
Texas Mumclpal Corporataon, w,th ,ts principal offices at 215 East McKmney Street, Denton,
Texas 76201 (hereal~er "OWNER") and Camp Dresser & McKee Inc, a Corporatmn, w,th ars
offices at One Glen Lakes, 8140 Walnut Hill Lane, State 1000, Dallas, Texas 75231 (hereat~er
"CONSULTANT"), the part~es acting hereto by and through their duly-authorized representat,ves
and officers
WHEREAS, on the 26`~ day of September, 2000, the C,ty Cotmcfl enacted Ordinance No
2000-352, winch approved the "Pmfessmnal Servaees Agreement for Engineering Sermces
Pertaining to the Final Des,gn of, the Preparatton of Engineering Plans, Specfficataons, and Related
B,d Documents For, Together Wath Other Profess,onal Engmeenng Settees Inmdent to the
Constmetmn and Expansxon of the Pecan Creek Water Reclamation Plant," entered into by and
between the CaW of Denton, Texas and Camp Dresser & MeKee, Inc (hereal~er the "Agreement")
proxadmg for profess,onal engineering sermces on the Expans,on of the Pecan Creek Water
Reclamatton Plant Project (the "Project") to a facfl,ty winch has 21 mflhon gallons per day
('WIGD'') average flow and 35 MGD peak flow capamty, and
WHI~REAS, the ProJect ,s proceeding m due course, and there are adthttonal tmprovements
that were ldenttfied during the demgn process as being necessary to provMe a eomprehens,ve
system and to enhance the overall quahty of the ProJect, and ,t ,s the desire of OWNER and
CONSULTANT to enter into a "F~rst Amendment to Professional Services Agreement for
Engineering Serwces Pertaining to AdchUonal Improvements to Increase Operattonal Effieaeney
and to Add Hydrauhc Capacity Iht,dent to the Constmetton and Expans,on of the Pecan Creek
Water Reclamation Plant" 0aereaf~er the "F~rst Amendment") of even date herewqth, to provade for
addat,onal engineering fees necessary for the completton of the addltmnal maprovements, and
WHEREAS, the ProJect is further proceedmg toward ,ts completion, and at as necessary and
appropriate for OWNER and CONSULTANT to enter rote a further professaonal seaw~ees
agreement to provade for Res,dent ProJect Representat,on ("RPR") serrates for the estunated
construction period of the ProJect, for spec,alty mspeetlon servmes for the electrical,
instrumentation, and HVAC eqmpment during the constmctton period of the Project, and to
provide for CONSULTANT furmshmg a comprehens,ve Operation & Mmntenance Manual for
plant operatton Tbas agreement ,s hereby referred to as the "Second Amendment to Profess,on,al
Page 1 of 11
Services Agreement for Engineering Serwcos Pertmmng to the Resident ProJect Representation
Services, Specialty Inspection Services for the Electrical, Instnnnentat~on, and HVAC Equipment
for the Construction Period, and Production of a Comprehensive Operation and Mmntenance
Manual for Plant Operation Incident to the Construction and Expansion of the Pecan Creek Water
Reclamatmn Plant" (hereaRer the "Second Amendment"), NOW THEREFORE,
WITNESSETH, that m consideration of the covenants and agreements here~n contmned, the
parties hereto do mutually AGREE as follows
ARTICLE I
EMPLOYMENT OF CONSULTANT
The OWNER hereby contracts with CONSULTANT, as an independent contractor, and the
CONSULTANT hereby agrees to perform the senqces hereto m connection w~th the ProJect as
stated m the Ameles to follow, vath thhgence and tn accordance vath the professional standards
customarily obtained for such servqces La the State of Texas The professional sermces set forth
hereto are Lq connection with the following described ProJect
The Project consists of Resident ProJect Representation ("RPR") sermces for the estimated
conslmct~on period, for Specialty Inspection Sermces for the electncal, instrumentation, and the
I-IVAC eqmpment for the construction period, and production of a comprehensive Operations and
Maintenance Manual for plant operation by CONSULTANT, all for the expansion of the Pecan
Creek Water Reclamation Plant to 21 MGD treatment capacity meeting Texas Natural Resources
Conservaaon Co .remission reqmrements The CONSULTANT agrees to exercise the same degree
of care, skill and (hhgence tn the performance of these services as is ordinarily provided by a
professional consultant under sm~flar oLreumstances and the CONSULTANT shall, at no cost to
OWNER, "re-porform" serrates winch fail to satisfy the foregomg standard of performance
ARTICLE H
SCOPE OF SERVICES
The CONSULTANT shall perform the following Basle 8el3rleeS in a professional manner
A
To perform those professional sermces as set forth m the two (2) page document entttled
"City of Denton - Pecan Creek WRP Improvements Program - Design and Construction
Services - Special Sermces" schedule as Tasks SS-2 and SS-4 prepared by CONSULTANT
(heroaRer the "Scope of Senaees") for OWNER, wluch two (2) page document ~s attached
hereto as Attachment "A," and is incorporated hereto by reference
B To perform those professional serrates as set forth m the four (4) page document entttled
"Duties, Responsiblhties and Lumtattons of Authority of the Resident ProJect Representative"
prepared by CONSULTANT for OWNER, winch four (4) page document is attached hereto as
Attachment "B," and is incorporated herein by reference
C
If there is any corrfl~ct between the terms of tins Second Amendment and the Attachments
attached to tins Second Amendment, the terms and conrhtaons of tins Second Amended
Agreement shall control over the terms and condltmns of the Attachments
Page 2 of 11
ARTICLE HI
ADDITIONAL SERVICES
Any a&ht~onal serwces to be performed by the CONSULTANT, If authonzed by the
OWNER, which are not included as Basle Services in the above-described Scope of Servmes, set
forth as provided by Artmle II above, shall be later agreed-upon by OWNER and CONSULTANT,
who shall deternune, m writing, the scope of such adihUonal semces, the amount of compensation
for such add~tmnal services, and other essential terms pertmnmg to the provis~on of such addmonal
servaces by the CONSULTANT
ARTICLE IV
PERIOD OF SERVICE
This Second Amendment shall become effectwe upon execuUon by the OWNER and the
CONSULTANT and upon the assuance of a not~ee to proceed by the OWNER, and shall remain m
force for the period that may reasonably be reqmred for the completaon of the Project, mehidmg
Addat~onal Sennees, ff any, and any requtred extensaons approved by the OWNER This Secund
Amendment may be sooner terminated m accordance w~th the provasmns hereof Tnue as of the
essence an tins Second Amendment CONSULTANT shall make all reasonable efforts to complete
the serwces set forth hereto as exped~tmusly as possable and to meet the schedule reasonably
estabhshed,by the OWNER, aeUng through ats Assastant Caty Manager of Utfl~taes, or his desagnee
ARTICLE V
COMPENSATION
A COMPENSATION TERMS
"Subcontract Expense" 1s defill//l as those expenses, if any, recurred by
CONSULTANT m the employment of others m outsade firms, for services m the area
of professional engmenrmg, or related servaees Any subcontract or subconsultant
bfllmg reasonably mcurred by the CONSULTANT m connectmn w~th the Project shall
be mvmeed to OWNER at the actual cost
2
"D~rect Non-Labor Expense" as defined as that expense, based upon actual cost, for any
out-of-pocket expense reasonably meurred by the CONSULTANT m the performance
of tins Second Amendment for long dastance telephone charges, telecopy charges,
messenger sennces, prmtmg and reproductmn expenses, out-of-pocket expenses for
purohased computer trine, prudently menrred travel expenses related to the work on the
ProJect, and snmlar mcadental expenses recurred m conneetaon v~th the Pmject
B BILLING AND PAYMENT
For and m eonslderat~on of the professional services to be performed by the CONSULTANT
hereto, the OWNER agrees to pay CONSULTANT, based upon the satisfactory completmn
of the Basac Serrates tasks set forth m the Scope of Services as shown m Artmle II above, as
follows
Page 3 of 11
1 CONSULTANT shall perform its work on tlus ProJect m accordance wtth the
provisions and the tasks more particularly set forth xn Attachment "A" attached hereto and
incorporated herewxth by reference CONSULTANT shall be prod for services rendered
pursuant to the Second Amendment on the basis set forth in the Cost Schedule also set forth
m Attachment "A," attached hereto and incorporated by reference herewith
CONSULTANT shall Nll from tlme sheets, m m~mmum ¼ hour or smaller txme increments,
at the hourly rates promded for m the Cost Schedule OWNER agrees to pay to
CONSULTANT for Its pmfessmnal servxcos performed and expenses mcurred pursuant to
this Second Amendment, an addxt~onal mount not to exceed $399,658
2 Parlaal payments to the CONSULTANT wall be made monthly ~n accordance with the
statements reflecting the actual completion of the basra serwces, rendered to and approved by
the OWNER through Its Asmstant City Manager for Utfl,t~es or Ins demgnee However,
under no circumstances shall any monthly statement for services exceed the value of the
work performed at the t~me a statement is rendered The OWNER may w~thhold the final ten
(10%) percent of the above not-m-exceed amount until satisfactory completion of the ProJect
by tho CONSULTANT
3 Notinng eontmned m tins Amele shall reqmre the OWNER to pay for any work winch
m unsatisfactory as reasonably determined by the Assmtant Oty Manager for Utdlt~es or Ins
designee, or winch m not subnutted by CONSULTANT to the OWNER m compliance w~th
the terms of this Second Amendment The OWNER shall not be reqmred to make any
payments to the CONSULTANT at any tune when the CONSULTANT ~s in default under
tins Second Amendment
4 It IS specifically understood and agreed that the CONSULTANT shall not be
authorized to undertake any work pursuant to tins Second Amendment winch would reqmre
adchtaonal payments by the OWNER for any charge, expense or reunbursement above the
not-to-exceed amount as stated heranabove, w~thout first hamg obtained the prior written
auth0nzatton from the OWNER CONSULTANT shall not proceed to perform any senates
to be later proxaded for under Amcle m "Adrhtlonal Sennces" w~thout first obtaining prior
wntten authorization from the OWNER.
C
ADDITIONAL SERVICES For adthttonal sermces authonzed m writing by the OWNER
m Alttcle III heremabove, CONSULTANT shall be paid based on a to-be-agreed-upon
Schedule of Charges Payments for addattonal serrates shall be due and payable upon
subrmss~on by the CONSULTANT, and shall be m accordance .nth Artmle V B
heremabove Statements for basic servlcoS and any adiht~onal sermces shall be subnntted to
OWNER no more frequently than once monthly
D
PAYMENT If the OWNER fmls to make payments due the CONSULTANT for
sermces and expenses w~thm smty (60) days after receipt of the CONSULTANT'S
unchsputed statement thereof, the amounts due the CONSULTANT wtll be increased by the
rote of one percent (1%) per month from and after the smd stxt~eth (60th) day, and In
adchlaon, thereafter, the CONSULTANT may, after g~mg ten (10) days wntten notate to the
OWNER, suspend services under tins Second Amendment until the CONSULTANT has
been prod m full for all amounts then due and owing, and not disputed by OWNER, for
services, expenses and charges Promded, however, nothing herem shall reqmre the OWNER
Page 4 of 11
to pay the late charge of one percent (1%) per month as set forth here~n, ~f the OWNER
reasonably determines that the CONSULTANT's work ~s unsatisfactory, ~n accordance with
Article V B of flus Second Amendment, and OWNER has noUfied CONSULTANT of that
fact m writing
ARTICLE VI
OBSERVATION AND REVIEW OF THE WORK
The CONSULTANT will exemlse reasonable care and due dlhgenee m d~scovenng and
promptly reporting to the OWNER any defects or deficiencies ~n the work of the CONSULTANT
or any of as subcontractors or sub-eonsnltants
.ARTICLE VII
OWNERSI-KP OF DOCUMENTS
All documents prepared or furmshed by the CONSULTANT (and CONSULTANT's
subcontractors or subconsultants) pursuant to flus Second Amendment are instruments of sermce
and shall become the property of the OWNER upon the temunaUon of flus Second Amendment
The CONSULTANT ~s enUtled to retain cop~es of all such documents The documents prepared
and funushed by the CONSULTANT are intended only to be appheable to flus ProJect and
OWNER, s use of these documents m other projects shall be at OWNER,s sole risk and expense In
the event the OWNER uses the Second Amendment m another project or for other purposes than
specffied hereto any of the mformaUon or materials developed pursuant to flus Second Amendment,
CONSULTANT ~s released from any and all habfl~ty relating to their use m that project
ARTICLE vm
INDEPI~qDENT CONTRACTOR
CONSULTANT shall pmxade sexv~ees to OWNER as an independent contractor, not as an
employee of the OWNER CONSULTANT shall not have or clann any right arising fi.om
employee status
ARTICLE IX
INDEMNITY AGREEMENT
The CONSULTANT shall mdemmfy and save and hold harmless the OWNER and
officials, officers, agents, attorneys and employees fi.om and against any and all habahty, clanns,
demands, damages, losses and expenses, mcludmg but not hnuted to court costs and reasonable
attorney fees recurred by the OWNER, and including w~thout lma~tataon damages for bothly and
personal injurY, death, or property damage, resnltmg from the neghgent acts or onuss~ons of the
CONSULTANT or ~ts officers, shareholders, agents, attorneys and employees m the exeeutmn,
operaUon, or performance ofthas Second Amendment
Nothing m flus Second Amendment shall be construed to create a habfl~ty to any person who
~s not a party to flus Second Amendment and nothing hereto shall watve any of the party's defenses,
both at law or eqmty, to any clatm, cause of action or hUgat~on filed by anyone not a party to flus
Second Amendment, including the defense of governmental lmmumty, wbaeh defenses are hereby
expressly reserved
Page 5 of 11
ARTICLE X
INSURANCE
Dunng the performance of the Servtces under this Second Amendmem, CONSULTANT
shall maintain the following insurance wtth an insurance company licensed to do bus~ness in the
State of Texas by the State Insurance Board or any successor agency, that has a rating with A M
Best Rate Carners of at least an "A-' or above
A
Comprehensive General Llablhty Insurance with bodily injury hm~ts of not less than
$500~000 for each occurrence and not less than $500,000 in the aggregate, and with property
damage hmtts of not less than $100,000 for each occurrence and not less than $100,000 m the
aggregate
B
Automobile Liability Insurance w~th bothly injury lmuts of not less than $500,000 for each
person and not less than $500,000 for each acetdent and with property damage lnmts for not
less than $100,000 for each accldant
C
Worker's Compensation Insurance m accordance w~th statutory reqmrements and Employer's
Lrsbfl~ty Insurance with lmuts of not less than $100,000 for each accident
D Professional Lmbfllty Insurance w~th llnnts of not less than $2,000,000 annual aggregate
E
CONSULTANT shall furmsh insurance certtflcates or insurance pohcies at the OWNER's
request to evidence such coverages The insurance policies shall name the OWNER as an
adrhUonal insured on all such poheies to the extent that is legally poas~ble, and shall contain a
promslon that such insurance shall not be cancelled or modified w~thout thn'ty (30) days prior
written nottce to OWNER and CONSULTANT In such event, the CONSULTANT shall,
prior to the effecUve date of the change or eancellatton of coverage, deliver copaes of any
such substitute pohcles, furmshmg at least the same pohcy lnnlts and coverage, to OWNER
.ARTICLE XI
ARBITRATION AND ALTERNATE DISPUTE RESOLUTION
The parties may agree to settle any chsputes under fins Second Amendment by subml~ng the
chspute to arbltr~on or other means of alternate dispute resolution such as mediation No
arb~tratton or alternate (hspute resoluUon arising out of or relating to, tins Second Amendment
revolving one party's dtsagreement may include the other party to the thsagreement without the
other's approval
ARTICLE XlI
TERMINATION OF AGREEMENT
A
Notwtthstandmg any other provision of fins Second Amendment, e~ther party may terminate
tins Second Amendment by proxadmg thn'ty- (30) days advance written notice to the other
party
B This Second Amendment may altemattvely be terminated ~n whole or ~n part m the event of
Page 6 of 11
elthe]~ party substantially £athng to fulfill ~ts obhgat~ons under flus Second Amendment No
such termination will be effected unless the other party 1s given (1) written notice (dehvered
by ce~ttfied marl, return receipt requested) of intent to ternunate and setting forth the reasons
specifying the nonperformance or other reason(s), and not less than flurry (30) calendar days
to cure the failure, and (2) an opportumty for consultaUon w~th the terminating party prior to
termmaUon
C
If the Second Amendment is terminated prior to completion of the services to be provided
hereunder, CONSULTANT shall mamedmtely cease all services upon receipt of the written
notice of termmaUon from OWNER, and shall render a final bill for services to the OWNER
Wlflun twenty (20) days after the date of terrmnatlen The OWNER shall pay
CONSULTANT for all serwees properly rendered and satisfactorily performed, and for
remabursable expenses prior to notice of tenmnation being received by CONSULTANT, m
acoordanee w~th Amele V of flus Second Amendment Should the OWNER subsequently
contract vnth a new consultant for the contmuaUon of serwces on the ProJect,
CONSULTANT shall cooperate m provldmg mformaUon to the OWNER and to the new
consultant If apphcable, OWNER shall allow CONSULTANT a reasonable t~me to
transitiun and to turn over the ProJect to a new consultant CONSULTANT shall turn over
all documents prepared or furmshed by CONSULTANT pursuant to flus Second Amendment
to the OWNER on or before the date of termmatton, but may mamtmn copies of such
documents for ~ts 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
responslbihty and habthty of the CONSULTANT, ~ts officers, employees, agents, subcontractors,
and subconsultants for the accuracy and competency of thetr designs or other work performed
pursuant to flus Second Amendment, nor shall such approval by the OWNER be deemed as an
assumption of such responslblhty by the OWNER for any defect m the design or other work
prepared by the CONSULTANT, its pnnc~pals, officers, employees, agents, subcontractors, and
sub-consultants
ARTICLE XIV
NOTICES
All notices, eommumcations, and reports requtred or pernutted under flus Second
Amendment shall be personally delivered to, or telecopled to, or marled to the respecttve parttes by
depositing same m the Umted States marl at the addresses shown below, postage prepmd, certified
marl, return receipt requested, unless otherwtse specified hereto
Page 7 of 11
To CONSULTANT
To OWNER
Camp Dresser & MeKee Inc
Attn Randy R Rogers, V~ce President
8140 Walnat Hill Lane, State 1000
Dallas, Texas75231
Fax (214-987-2017)
City of Denton, Texas
M~chael A Conduff, City Manager
215 East McKlnney
Denton, Texas 76201
Fax (940) 349-8596
All notices under flus Second Amendment shall be effecuve upon their actual receapt by the
party to whom such not,ce ~s g~ven, or three (3) days after malhng of the not,ce, wluehever event
shall first occur
ARTICLE XV
ENTIRE AGREEMENT
Tlus Second Amendment, consastmg of eleven (11) pages and two (2) attachments
(Attachments "A" and "B") constitutes the complete and final express, on of the agreement of the
part~es and ~s intended as a complete and exclusive statement of the terms of thetr agreements, and
supersedes all prior contemporaneous offers, promises, representations, negottat~ous, ~scussmus,
commumcataons, understandings, and agreements wtuch may have been made m couneetton w,th
the subject matter of this Second Amendment
ARTICLE XVI
SEVERABILITY
If any pmxaslon of flus Second Amendment ~s found or deemed by a court of competent
lunsdmtton to be mvahd or unenfomeable, tt shall be cous~dered severable from the remainder of
flus Second Amendment, and shall not cause the remmnder to be ~nval~d or unenfomeable In such
event, the parttes shall reform fins Second Amendment, to the extent reasonably poss,ble, to replace
such smcken prowslon w~th a valid and enfomeable proms~on wtuch comes as close as possible to
expressing,the original mtenttons of the pames respecting any such s~cken provmon
ARTICLE XVII
COMPLIANCE WITH LAWS
The CONSULTANT shall comply w~th all federal, state, local laws, roles, regulataons, and
ordinances apphcable to the work performed by CONSULTANT hereunder, as they may now read
or as they may hereafter be amended
ARTICLE XVIII
DISCRIMINATION PROHIBITED
In perfonmng the servmes reqmred hereunder, the CONSULTANT shall not d~scnmmate
against any person on the bas~s of race, color, rehgton, sex, national ongm or ancestry, age, or
physical hmchcap
Page 8 of 11
ARTICLE XIX
PERSONNEL
A
CONSULTANT represents that it has or will secure at its own expense all personnel required
to perform all the services required under tins Second Amendment Such personnel shall not
be employees or officers of, nor have any contractual relations with the OWNER
CONSULTANT shall munedlately reform the OWNER in writing of any confhet of interest
or potentml conflict of interest that CONSULTANT may discover, or winch may arise dunng
the term of tins Second Amendment
B
All services required hereunder will be performed by CONSULTANT or under its chrect
supermslon All personnel engaged in performing the work provided for m tins Second
Amendment, shall be qualified, and shall be authorized and permitted under state and local
laws to perform such senaces
ARTICLE XX
ASSIGNABILITY
The CONSULTANT shall not assign any interest tn flus Second Amendment and shall not
transfer any interest m tins Second Amendment (whether by asmgnment, novation or otherwise)
vathout the prior written consent of the OWNER CONSULTANT shall promptly notify OWNER
of any change of its name as well as of any slgmficant change m its corporate structure or in its
operataons
ARTICLE XXI
MODIFICATION
No waiver or mochficat~on of this Second Amendment or of any covenant, con&t~on,
In-rotation herem contained shall be valid unless m wntmg and duly executed by the party to be
charged therev~th No ewdence of any wmver or mo&fication shall be offered or received m
evidence an any proceeding arising between the parties hereto out of or affecting tins Second
Amendment, or the rights or obhgattons of the parties hereunder, unless such waiver or
morhficaUon is m writing, duly executed The part, es further agree that the provisions of flus
Amele will not be wmved unless as hereto set forth
ARTICLE XXII
MISCELLANEOUS
A
The follovang attachment ts attached to, incorporated w,thm, and is made a part of tins
Second Amendment for all purposes pertinent
Attachment "A" - Scope of Work (the schedules)
Attachment "B" - Dutlas, ResponstbthUes and Lnmtations of Authonty of the RPR
B
CONSULTANT agrees that OWNER shall, unUl the exptratlon of three (3) years after the
final payment made by OWNER under tins Second Amendment, have access to and the nght
to examine any &rectly pertinent books, documents, papers and records of the
CONSULTANT revolving transactions relating to tins Second Amendment
Page 9 of 11
C
D
E
F
CONSULTANT agrees that OWNER. shall have access dunng normal workdng hours to all
necessary CONSULTANT faclhttes and shall be provided adequate and apprepnate working
space m order to conduct exammatmns or auchts m compliance with tins Article OWNER.
shall give CONSULTANT reasonable advance not,ce of all intended examinations or auchts
Venue of any stat or cause of action under this Second Amendment shall he exclumvely in
Denton County, Texas Tins Second Amendment shall be governed by and construed in
accordance with the laws of the State of Texas
For purposes of tins Second Amendment, the partaes agree that the key persons who will
perform most of the work under tlus Second Amendment shall be Al Sun, P E, V~ce
President and ProJect Manager and Randy Rogers P E, Vine President of CONSULTANT
Tins 'Second Amendment has been entered into with the understanding that the above-stated
employees of CONSULTANT shall perform all or a s~gmficant pomon of the work on the
ProJect Any proposed changes re§ardmg change of personnel, requested by
CONSULTANT, respecting 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 Notinng hereto shall Inmt CONSULTANT from using other quahfied and
competent members of its firm to perform the other incidental sermces reqmred hereto, under
its superms~on or control
CONSULTANT shall commence, carry on, and complete ~ts work on the Project with all
apphcable chspatch, and m a sound, econormcal, efficient manner, and m accordance with the
pmvis~ons hereof In accomphshmg the ProJeCt, CONSULTANT shall take such steps as are
appropriate to ensure that the work revolved ~s properly coordinated with related work being
earned on by the OWNER.
The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's chsposal
all available mformatton pertinent to the ProJect, including previous reports, any other data
relative to the Preject and arranging for the access to, and make all pro~saous for the
CONSULTANT to enter m or upon, pubhc and private property as requtred for the
CONSULTANT to perform professtonal serwces under flus Second Amendment OWNER
and ~CONSULTANT agree that CONSULTANT is entttled to rely upon anformatmn
furnished to it by OWNER without the need for further mqmry or investigation rote such
mformalaon
G
The,eaptaons of flus Second Amendment are for mformattonal purposes only and shall not ~n
any way affect the substanO_ve t~mts or condtt~ons of flus Second Amendment
IN WITNESS WHEREOF, the Chty of Denton, Texas has executed flus Second Amendment
xn four (4) onguml counterparts, by and through its dnly-authonzed C~ty Manager, and
CONSULTANT has executed flus S~cond Amendmen[ by. and through ~ts dnly-authonzed
' e 62~ ~t~ dayof f(ff47/~t~ ,2001
nndermgned officer on flus th
Page 10 of 11
ATTEST
~ENNIFER WALTERS, CITY SECRETARY
"OWNER"
CITY OF DENTON, TEXAS
~ty Manager
APPROVED AS TO LEGAL FORIVI
HERBERT L PROUTY, CITY ATTORNEY
ATTEST
"CONSULTANT"
CAMP DRESSER & MCKEE, INC
By
By (~- ~. ~
Assistant Secr~,'y-~ario J. Marcaccio
S '~Our Docum~m~ont~ols~01 ~CD&M Inc PgA Pecan Ct~k Water Reohm Plant- Second An-end doc
Page 11 ofll