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2000-238S \Our Documents\Ordmances\00\Wlikerson Employment-Substation doc ORDINANCE NO AN ORDINANCE AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE AN AGREEMENT FOR PERSONAL SERVICES WITH THE ROGER WILKINSON TO PROVIDE REAL PROPERTY ACQUISITION SERVICES AND TECHNICAL SUPPORT FOR THE PONDER ELECTRIC SUBSTATION PROJECT, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE, AND PROVIDING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I The City Manager, or his designee, is hereby authorized to execute an Agreement for Personal Services with the Roger Wilkinson regarding real property acquisition services and technical support for the Ponder Electric Substation Project, a copy of which Agreement is attached hereto and incorporated herein SECTION 2 The expenditure of funds as provided in the attached Agreement is hereby authorized SECTION 3 This ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the 7)0 day of , 2000 EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY BY APPR ED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY BY v - - / i S \Our Documepts\Contracts\00\willanson_contract2 doe PERSONAL SERVICES AGREEMENT STATE OF TEXAS § COUNTY OF DENTON § Tins Agreement, made and entered into this Aday of Q~, 2000, by and between Roger Wilkinson, hereinafter referred to as "Consultant," d th City of Denton, a Texas Municipal Corporation, 215 East McKinney, Denton, Texas 76201, hereinafter referred to as "City " WHEREAS, the City needs to employ Consultant to assist the City, and WHEREAS, the Consultant is the former Engineering Tech Supervisor for the City, and has over twenty-five years of experience in working with the City's right-way-services, and has unique qualifications and experience that no other person can offer the City during this period of time, NOW, THEREFORE, in consideration of the promises and mutual obligations herein, the parties hereto do mutually agree as follows I Scope of Services: The Consultant shall perform the following personal services in a professional manner working as an independent contractor not under the direct supervision and control of the City A Consultant will provide, without limitation, the following services 1 Technical support specifically for the acquisition of right-of-way parcels and electric substation tract(s) for the pending Ponder Substation (F M 2449) to Hickory Street Substation Electric Transmission Line & Substation Project 2 The Consultant shall perform all those Basic Services as necessary, and as described in the Consultant's June 7, 2000 letter to the City, which is attached hereto and incorporated herewith by reference as Exhibit "A" B The Consultant shall perform all the services required in a timely fashion, and shall complete same in compliance with schedules established by the City through its City Manager, as appropriate to carry out the terms and conditions of this Agreement C \My Documents\My Documents\Ponder Hickory_138kv\wOkmson_contract2_revised doc II Term: The term of this Agreement shall be for six months, from July 25, 2000 through January 31, 2001 This Agreement may be sooner terminated in accordance with the provisions hereof Time is of the essence of this Agreement, and the Consultant shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedules established by the City, through its City Manager III Compensation and Method of Payment A The Consultant shall be paid at the rate of sixty dollars ($60 00) per hour, and shall provide at least forty-one and one-half hours per month of consulting services, and will be available for additional consulting services as may be required by the City Manager The total compensation to be paid to the Consultant under this Agreement shall not exceed Thirty Nine Thousand Dollars ($39,000), unless the City Council approves additional compensation upon request of the City Manager B The Consultant shall devote the amount of time to this matter necessary to perform the services herein, but will try to reduce costs wherever possible The Consultant shall bill the City through the submission of invoices, statements, and other documentation, together with support data indicating the progress of the work and the services performed on the basis of monthly statements showing hourly rates indicating who performed the work, what type of work was done, and details of all services rendered, along with any reasonable and necessary out-of- pocket expenses incurred C Additionally, the City shall either pay directly or reimburse the Consultant, as the case may be, for reasonable and necessary out-of-pocket expenses, including but not limited to, telephone, telecopier, reproduction, postage, overnight couner, vehicle mileage($ 325 cents per mile), and travel All copies will be charged at fifteen cents 15) per copy for copies made within Consultant's offices, and as much photocopying as possible will be done by outside vendors at bulk rates or by the City to reduce costs if bulk copying is necessary D Upon completion of all services for a particular issue or transaction, the City shall make payment to the Consultant within thirty (30) days of the satisfactory completion of services and receipt of an invoice or statement The parties anticipate invoices or statements for services will be generated on a monthly basis and that said invoices or statements will be sent on or about the 15th day of each month All reimbursable expenses, including but not necessarily limited to travel, lodging, and meals shall be paid at the actual cost, pursuant to the terms and conditions heremabove set forth All invoices and bills shall be approved by the City Manager I3 It is understood that the Consultant shall work under the coordination and general supervision of the City Manager Page 2 S \Ot r Documents\Contracts\00\wtlkmson_contmct2 doe F All notices, invoices, and payment shall be made in writing and may be given by personal delivery or by mail Notices, invoices, and payments sent by mail shall be addressed respectfully, Michael W Jez, City Manager, 215 E McKinney, Denton, Texas 76201, or to Paul Williamson, Right-of-Way Agent, 221 North Elm Street When so addressed, the notice, invoice, and/or payment shall be deemed given upon deposit in the United States Mail, postage prepaid In all other instances, notices, invoices, and/or payments shall be deemed given at the time of actual delivery Changes may be made in the names and addresses of the responsible person or office to whom notices, invoices, and/or payments are to be sent, provided reasonable notice is given IV Professional Competency. A The Consultant agrees that in the performance of these professional services, Consultant shall be responsible to the level of competency and shall use the same degree of skill and care presently maintained by other practicing professionals performing the same or similar types of work For the purpose of this Agreement, the key person who will be performing the work hereunder shall be Roger Wilkinson B Any reports and other documents prepared or obtained under the terms of this Agreement are instruments of service and the City shall retain ownership and a property interest therein If this Agreement is terminated at any time for any reason prior to payment to the Consultant for work under this Agreement, all such documents prepared or obtained under the terms of the Agreement shall upon termination be delivered to and become the property of the City upon request and without restriction on their use or further compensation to the Consultant V Establishment and Maintenance of Records: Full and accurate records shall be maintained by the Consultant at its place of business with respect to all matters covered by this Agreement Such records shall be maintained for a period of at least three years after receipt of final payment under this Agreement VI Audits and Inspection At any time during normal business hours and upon reasonable notice to the Consultant, there shall be made available to the City all of the Consultant's records with respect to all matters covered by this Agreement The Consultant shall permit the City to audit, examine, and make excepts or transcripts from such records, and to make audits of contracts, invoices, materials, and other data relating to all matters covered by this Agreement VII Accomplishment of Project. The Consultant shall commence, carry on, and complete any and all projects with all practicable dispatch, in a sound, economical and efficient matter, and, in accordance with the provisions hereof and all applicable laws In accomplishing the projects, the Consultant shall take such steps as are appropriate to insure that the work involved is properly coordinated with related work being carved on in the City Page 3 S \Our Documents\Contracts\00\wilkmson_contract2 doc VIII. Indemnily and Independent Contractor Relationshi. The Consultant shall perform all services as an independent contractor not under the direct supervision and control of the City Nothing herein shall be construed as creating a relationship of employer and employee between the parties The City and Consultant agree to cooperate in the defense of any claims, action, suit, or proceeding of any kind brought by a third party which may result from or directly or indirectly arise from any negligence and/or errors or omissions on the part of the Consultant or from any breach of the Consultant's obligations under this Agreement The Consultant agrees to defend, indemnify and hold harmless the City and all of its officers, agents, servants, and employees against any and all such claims, demands, damages, losses, and expenses, including, without limitation, court costs and reasonable attorney's fees incurred by the City in each case solely for injury, death, and physical damages to real or tangible personal property to the extent resulting from the negligent acts or omissions of the Consultant in the performance of this Agreement Nothing herein constitutes a waiver of any rights or remedies the City may have to pursue under either law or equity, including, without limitation, a cause of action for specific performance or for damages, or loss to the City, resulting from Consultant's negligent errors or omissions, or breach of contract, and all such rights and remedies are expressly reserved IX Termination of Agreement. A In connection with the work outlined in this Agreement, it is agreed and fully understood by the Consultant that the City may without cause cancel or indefinitely suspend further work hereunder or terminate this Agreement at any time upon written notice to Consultant, upon receipt of such notice, Consultant shall cease all work and labor being performed under this Agreement Consultant may terminate this Agreement by giving the City fifteen (15) days written notice that Consultant is no longer in a position to continue representing the City Consultant shall invoice the City for all work satisfactorily completed and shall be compensated in accordance with the terms of this Agreement All reports and other documents, or data, or work related to the project shall become the property of the City upon termination of this Agreement B In addition, this Agreement may be terminated in whole or in part, in writing, by either party in the event of substantial failure by the other party to fulfill its obligations under this Agreement through no fault of the terminating party Provided, however, that no such termination may be affected, unless the other party is given [1] written notice (delivered by certified mail, return receipt request) of intent to terminate, 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 C Nothing contained herein or elsewhere in this Agreement shall require the City to pay for any work which is unsatisfactory or which is not submitted in compliance with the terms of this Agreement X. Entire Agreement This agreement represents the entire agreement and understanding between the parties and any negotiations, proposals, or oral agreements are intended to be Page 4 S \Our Documents\Contracts\00\mlkmson_contract2 doc integrated herein and to be superseded by this written agreement Any supplement or amendment to this agreement to be effective shall be in writing and signed by the City and the Consultant XI Compliance with Laws- The Consultant shall comply with all federal, state, local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended, including but not limited to the Texas Disciplinary Rule of Professional Conduct XII Governing Law. For the purpose of determining place of agreement and law governing same, this Agreement is entered into the City and County of Denton, State of Texas, and shall be governed by the laws of the State of Texas Venue and jurisdiction of any suitor cause of action ansmg under or in connection with this Agreement shall be exclusively in a court of competent jurisdiction sitting in Denton County XIII Discrimination Prohibited: In performing the services required hereunder, the Consultant shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap XIV Personnel: A The Agreement to the Consultant represents that it has or will secure at its own expense all personnel required to perform all the services required under this Agreement Such personnel shall not be employees or have any contractual relations with the City Consultant shall inform the City of any conflict of interest or potential conflict of interest that may anse during the term of this Agreement B All services required hereunder will be performed by the Consultant or under his supervision All personnel engaged in work shall be qualified and shall be authorized or permitted under state and local laws to perform such services XV Asst np ability: 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 City thereto XVL Severability: All agreements and covenants contained herein are severable, and in the event any of them, with the exception of those contained in sections headed "Scope of Services", "Independent Contractor Relationship", and "Compensation and Method of Payment" hereof, shall be held to be invalid by any competent court, this Agreement shall be interpreted as though such invalid agreements or covenants were not contained therein XVII. Responsibilities for Claims and Liability- Approval by the City shall not constitute nor be deemed a release of the responsibility and liability of the Consultant for the accuracy and competency of its work, nor shall such approval be deemed to be an assumption of such responsibility of the City for any defect in any report or other documents prepared by the consultant, its employees, officers, agents and consultants Page 5 S \Our Documonts\Contracts\00\mllnnson_contract2 doc XVIII. Modification of Agreement: No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith and 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 as aforesaid, and, the parties further agree that the provisions of this section will not be waived as herein set forth XX Captions: 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 XXI Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, succes- sors, and assigns where permitted by this Agreement IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager and Consult t has exec ted this Agreement through its duly authorized undersigned officer, dated theday of 2000 ATTEST' JE ER WALTERS, C TY A P OV SECRETARY BY ED AS TO LEGAL FORM HERBED PROUT ITY ATTORNEY BY Pao A~lr O WIL ON Page 6 EXHIBIT "A" PAGE 1 OF 2 ROGER N WILKINSON 2201 NORTHLAXE TRAIL DENTON, TEXAS 76201 June 7,2000 Charles E Sears Electric Engineer City of Denton 901-A Texas Street Denton, Texas 76201 Dear Mr Sears: Below is a proposal for the City of Denton Electric Transmission Power Line Easement and Sub-Station Site Acquisition Project from the F M 2499 T M P A Electric Sub-Station to the City of Denton Electric Sub-Station located at the northwest corner of Bonnie Brae and W Hickory St There are several steps to be considered in acquiring the proposed easements and substation site The major points are: (1) Route and Cost Estimate Study, (2) Boundary Survey, (3) Title Information, (4) Appraisals, (5) Easement Negotiations, (6) Highway Permits, (7) Railroad Permit, (8) Miscellaneous items and (9) Time table Route study will include the approximate acreage (based on a 60, wide corridor), cost estimate of easements utilizing appraisal district information, appraisal cost, title work cost, survey cost (survey to be performed by a licensed surveyor and include field notes with exhibit from an on ground survey, centerline staking and permanent corner monumentation as needed) Hourly Rate $ 60 00 Total Hours x 50 Sub-Total $ 3,000 00 Easement Negotiation: (Meet with property owners and/or their representative ) Three months from initial contact for survey permission to finalizing or turning over to legal to condemn Hourly Rate $ 60 00 Maximum hours Per Parcel x 40 Total Per Parcel $ 2400 00 Total Parcels 15 x 15 Sub-Total $36,000 00 EXHIBIT "A" PAGE 2 OF 2 Title commitments One (1) month to obtain after completion of survey. Boundary Survey: No time line until quote from survey (estimate 2-3 months) Highway Permits F M 2449, F M 1515, I H 35 Interchange Railroad Permits B N & S F Railroad Miscellaneous Items: Deed research, preparation of various maps, backup material, letters and other related items The hourly rate will be billed monthly for the actual number of hours spent on the various phases as itemized above, up to the maximum hours for each parcel Should negotiations with the property owners be unsuccessful after the maximum hours are utilized, the negotiations will be turned over to the City of Denton Legal to acquire by condemnation Assistance with the condemnation will be billed at the same hourly rate as specified above On Electric Transmission Projects some property owners are very difficult to work with due to impact of the facilities on the overall property The probability of having to condemn is high An exact number is not known until after contact with each property owner The percentage of condemnation may be as low as 25%-30% or as high as 60%-70% The overall time frame to complete the steps as specified above would be approximately six (6) months (route study/project cost estimate, survey, appraisal, title and negotiation) and an overall cost of $39,000 00 to coordinate these past mentioned services and negotiate the easements Please review the enclosed information If you have any questions, telephone me at 940-591-1931 or 940-206-3487 Sincer Roge N W lkinson