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2000-352 NOTE First Amendment - Ordinance No. 2001-379 mOTE. Second Amendment - Ordinance No 2001-380 O INANCE NO db - AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH CAMP DRESSER & MCKEE, INC FOR ENGINEERING SERVICES PERTAINING TO THE FINAL DESIGN OF, THE PREPARATION OF ENGINEERING PLANS, SPECIFICATIONS, AND RELATED BID DOCUMENTS FOR, TOGETHER WITH OTHER PROFESSIONAL ENGINEERING SERVICES INCIDENT TO THE CONSTRUCTION AND EXPANSION OF THE PECAN CREEK WATER RECLAMATION PLANT, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council deems it in the public interest to engage the firm of Camp Dresser & McKee, Inc, a Corporation, of Dallas, Texas ("CD&M"), to provide professional engmeenng services to the City pertaLmng to the final design of, the preparation of engmeenng plans, specffications, and related bid documents for, together with other professional engineenng services incident to the construction and expansion of the Pecan Creek Water Reclamation Plant, to a facility having an increased treatment capacity to 21 million gallons per day, and WHEREAS, the City staffhas reported to the City Council that there is a substantial need for the above-described professional services, and that limited City 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 provides that a City may not select a provider of professional services on the basis of competitive bids, but must select the provider on the basis of demonstrated competence, knowledge, and qualifications, and for a fmr and reasonable price, and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the professional services, as set forth in the Professional Services Agreement, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1 That the City Manager is hereby authorized to execute a Professional Services Agreement with Camp Dresser & McKee, Inc, a Corporation, of Dallas, Texas, for professional engmeenng services pertmmng to the final design of, the preparation of englneenng plans, specfficatlons, and related bid documents for, together with other professional engmeenng services incident to the construction and expansion of the Pecan Creek Water Reclamation Plant, in substantially the form of the Professional Services Agreement attached hereto and incorporated herewith by reference SECTION 2 That the award of fins Agreement by the City is on the barns of the demonstrated competence, knowledge, and qualifications of CD&M and the ability of CD&M to perform the professional services needed by the City for a fair and reasonable price SECTION 3 That the expenditure of funds as prowded ~n the attached Professional Services Agreement is hereby authorized SECTION 4 That this ordmanee shall become effective ~mmediately upon ~ts passage and approval PASSED AW~RO~Dt~sthe ~6~ dayo, ~ ,2ooo EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY S \Our Documents\Ordmances\00\Camp Dresser & McKec PSA-Engr Sv¢ Pecan Crk WW Plant Expansion doc STATE OF TEXAS § COUNTY OF DENTON § PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES PERTAINING TO THE FINAL DESIGN OF, THE PREPARATION OF ENGINEERING PLANS, SPECIFICATIONS, AND RELATED BID DOCUMENTS FOR, TOGETHER WITH OTHER PROFESSIONAL ENGINEERING SERVICES INCIDENT TO THE CONSTRUCTION AND EXPANSION OF THE PECAN CREEK WATER RECLAMATION PLANT )THI~S~AG~EEi¥~ENT ~s made and entered ~nto as of the ~ day of ~.//~72~)7~_/~ff , 2000, by and between the C~ty of Denton, Texas, a Texas Mulalmpal C0rporat~on, w~th ~ts prmmpal offices at 215 East McKmney Street, Denton, Texas 76201 (hereafter "OWNER") and Camp Dresser & McKee Inc, a Corporation, wxth its offices at One Glen Lakes, 8140 Walnut H~ll Lane, State 1000, Dallas, Texas 75231 (hereafter "CONSULTANT"), the partaes acting herem by and through their duly-authorized representat]ves and officers WITNESSETH, that m consideration of the covenants and agreements here~n contained, the part,es hereto do mutually AGREE as follows EMPLOYMENT OF CONSULTANT The OWNER hereby contracts wtth CONSULTANT, as an independent contractor, and the CONSULTANT hereby agrees to perform the servmes hereto ~n connect]on w~th the ProJect as stated m the Artmles to follow, w~th (hhgence and m accordance w~th the professional standards customarily obtmned for such servmes m the State of Texas The professional servmes set forth herem are m connect]on w~th the following described project (the "ProJect") The ProJect consists of detmled final demgn, engrneenng plans and specfficat]ons, preparat]on of contract and b~d documents, and general engineering servmes during construct]on for the expansion of the Pecan Creek Water Reclamation Plant to 21 mdhon gallons per day treatment capamty meeting Texas Natural Resources Conservation Commission requirements The CONSULTANT agrees to exermse the same degree of care, skill and dallgence m the performance of these services as ~s ordinarily provided by a professional consultant under smlar c~rcumstances and the CONSULTANT shall, at no cost to OWNER, "re-perform" servmes wtuch fatl to satisfy the foregomg standard of performance ARTTC, I ,F, 11 SCOPE OF SERVICES The CONSULTANT shall perform the following Basra Servmes m a professional manner A To perform those professional servmes as set forth m the "Description of Improvements, Pecan Creek Water Reclamation Plant, City of Denton, Texas" and" Scope of Service for Design and Construction, Pecan Creek Water Reelamat, on Plant Improvements, C~ty of Denton, Texas" prepared by CONSULTANT for OWNER, whmh eighteen (18) pages of documents are attached hereto as Attachment "A," and are incorporated hereto by reference B If there is any conflict between the terms of tbas Agreement and the Attachments attached to this Agreement, the terms and conditions of tbas Agreement shall control over the terms and condmons of the Attachments ARTT(21,1R ITT ADDITIONAL SERVICES Any adrhtxonal serwces to be performed by the CONSULTANT, ff authorized by the OWNER, wbach are not included as Basic Services ~n the above-described Scope of Services, set forth as prowded by Amcle II above, shall be later agreed-upon by OWNER and CONSULTANT, who shall determine, m writing, the scope of such additional services, the amount of compensation for such addmonal services, and other essential terms pertmmng to the provlsmn of such addlUonal services by the CONSULTANT AI~TTCT ,1R, TV PERIOD OF SERVICE Tbas Agreement shall become effective upon execution by the OWNER and the CONSULTANT and upon the ~ssuance of a notice to proceed by the OWNER, and shall remain m force for the period that may reasonably be reqmred for the completion of the Project, including Additional Services, if any, and any reqmred extensions approved by the OWNER This Agreement may be sooner terrmnated m accordance with the prowslons hereof Time ~s of the essence in tbas Agreement CONSULTANT shall make all reasonable efforts to complete the services set forth hereto as expedmously as possible and to meet the schedule reasonably estabhshed by the OWNER, acting through its Assistant City Manager of Utthties, or bas des, gnee ARTTCT,F, V COMPENSATION A COMPENSATION TERMS 1 "Subcontract Expense" is defined as those expenses, ~f any, recurred by CONSULTANT m the employment of others m outside £Lrms, for servmes in the area of professional engineering, or related servmes Any subcontract or subconsultant billing reasonably recurred by the CONSULTANT m connection w~th the ProJect shall be lnvmced to OWNER at the actual cost 2 "D~reet Non-Labor Expense" is defined as that expense, based upon actual cost, for any out-of-pocket expense reasonably recurred by the CONSULTANT m the performance of tbas Agreement for long rhstance telephone charges, telecopy charges, messenger serrates, printing and repmductaon expenses, out-of-pocket expenses for purchased computer tmae, prudently recurred travel expenses related to the work on the Project, s ~.~ ~,~.~.~.c~p ~ · ~., ~ ,~^ ,.;,~ ~,,~ w,~ ,~.~ ~,~ Page 2 o f 10 and s~rmlar lnmdental expenses incurred m connection w~th the ProJect BILLING AND PAYMENT For and m consideration of the professional servmes to be performed by the CONSULTANT hereto, the OWNER agrees to pay CONSULTANT, based upon the satisfactory completmn of the basic services tasks set forth m the Scope of Services as shown ~n Article II above, as follows 1 CONSULTANT shall perform its work on flus ProJect m accordance wath the prowslons and the tasks more partacularly set forth in Attachment "A' attached hereto and ~ncorporated herewith by reference CONSULTANT shall be pard for services rendered pursuant to the Agreement on the basis set forth m the "Cost Schedule" set forth m Attachment "B" and Attachment "C", attached hereto and incorporated by reference herewith CONSULTANT shall bill from tune sheets, m nummum lA hour or smaller time ~nerements, at the hourly rates provided for m the "Cost Schedule" OWNER agrees to pay to CONSULTANT for its professional services performed and expenses recurred for Tasks BS 1, BS 2, BS 3, BS 4, and BS 5 included m Attachment "B" an amount not to exceed $1,648,718, and for Tasks SS 1, SS 3, SS 5, and SS 6 included ~n Attachment "C", an amount not to exceed $327,991 2 Partial payments to the CONSULTANT will be made monthly m accordance with the statements reflecting the actual completion of the basic services, rendered to and approved by the OWNER through 1ts Assistant C~ty Manager for Utilities or his designee However, under no circumstances shall any monthly statement for services exceed the value of the work performed at the tmae a statement is rendered The OWNER may withhold the final ten (10%) percent of the above not-to-exceed amount until satisfactory completion of the ProJect by the CONSULTANT 3 Nothing contmned m thas Arttcle shall require the OWNER to pay for any work whach ~s unsatisfactory as reasonably determined by the Assistant City Manager for Utilities or Ins designee, or wtuch is not submitted by CONSULTANT to the OWNER ~n compliance w~th the terms of tlus Agreement The OWNER shall not be reqmred to make any payments to the CONSULTANT at any ttme when the CONSULTANT ~s in default under flus Agreement 4 It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to tlus Agreement which would require addltaonal payments by the OWNER for any charge, expense or reimbursement above the not-to-exceed amount as stated heremabove, without first hawng obtmned the prior written authorization from the OWNER CONSULTANT shall not proceed to perform any services to be later provided for under Article III "Additional Servmes" without first obtaining prior written authonzataon from the OWNER ADDITIONAL SERVICES For adtht~onal services authorized m writing by the OWNER in A~cle m herelnabove, CONSULTANT shall be prod based on a to-be-agreed-upon Schedule of Charges Payments for addatlonal services shall be due and payable upon subrmsslon by the CONSULTANT, and shall be in accordance w~th Article V B ~n~p ~,~ ~ ~0~, ~ ~ ~.~,~ c,~ w,~ ~1,~ ~.~ P age 3 o f 10 heremabove Statements for basic services and any additional seIvlces shall be submitted to OWNER no more frequently than once monthly D PAYMENT If the OWNER fads to make payments due the CONSULTANT for services and expenses w~tlun s~xty (60) days after mce~pt of the CONSULTANT'S undisputed statement thereof, the mounts due the CONSULTANT w~ll be ~ncreased by the rate of one percent (1%) per month from and after the smd s~xt~eth (60th) day, and ~n adthtlon, thereafter, the CONSULTANT may, after glwng ten (10) days written not,ce to the OWNER, suspend se~wces under ttus Agreement untd the CONSULTANT has been prod ~n full for all amounts then due and owing, and not d~sputed by OWNER, for servmes, expenses and charges Prowded, however, notinng here~n shall reqmre the OWNER to pay the late charge of one pement (1%) per month as set forth hereto, if the OWNER reasonably detenmnes that the CONSULTANT's work ~s unsatisfactory, m accordance w~th Article V B of tins Agreement, and OWNER has not~fied CONSULTANT of that fact m writing ARTICJ .~. VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT w~ll exercise reasonable care and due thhgence ~n d~scovenng and promptly reporting to the OWNER any defects or deficiencies ~n the work of the CONSULTANT or any of ~ts subcontractors or subconsultants ARTTCI,F. VII OWNERSHIP OF DOCUMENTS All documents prepared or furmshed by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to tins Agreement are instruments of serrate and shall become the property of the OWNER upon the termination of tins Agreement The CONSULTANT ~s entitled to retam cop~es of all such documents The documents prepared and furmshed by the CONSULTANT are intended only to be apphcable to tins project and OWNER's use of these documents ~n other projects shall be at OWNER's sole risk and expense In the event the OWNER uses the Agreement m another project or for other purposes than spemfied here~n any of the mformat~on or materials developed pursuant to tins agreement, CONSULTANT ~s released from any and all habfuty relating to their use m that project A R TTC].T ,1~. VIII INDEPENDENT CONTRACTOR CONSULTANT shall prowde sermces to OWNER as an ~ndependent contractor, not as an employee of the OWNER CONSULTANT shall not have or clann any right arising from employee status ARTTCI ,F,, TX INDEMNITY AGREEMENT The CONSULTANT shall mdemmfy and save and hold harmless the OWNER and as offimals, officers, agents, attorneys and employees from and agamst any and all hainhty, clauns, demands, damages, losses and expenses, including but not hm~ted to court costs and reasonable s ~ ~....~o~,,~,~p ~..,,~ · ~, ~ .~ P,~,~ m,~ w.~ ~,,~ ~,=, *~ P age 4 o f 10 attorney fees incurred by the OWNER, and including w~thout ILrmtatlon damages for bodily and personal injury, death, or property damage, resulting from the neghgent acts or ormssxons of the CONSULTANT or ars officers, shareholders, agents, attomeys and employees m the executxon, operation, or performance of flus Agreement Noflung m ttus Agreement shall be construed to create a liability to any person who ~s not a party to flus Agreement and nothing hereto shall wmve any of the party's defenses, both at law or eqmty, to any clmm, cause of action or htagatlon filed by anyone not a party to flus Agreement, ~ncludmg the defense of governmental ammumty, wtuch defenses are hereby expressly reserved ARTICT ,F~ X TNSURANCE Dunng the performance of the Serwces under this Agreement, CONSULTANT shall maintain the following insurance wath an insurance company licensed to do busaness 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 Comprehensave General Lmblhty Insurance with bothly injury hmats of not less than $500,000 for each occurrence and not less than $500,000 m the aggregate, and with property damage hrmts of not less than $100,000 for each occurrence and not less than $100,000 ~n the aggregate B Automobile Liability Insurance wath bodily ~njury lurers of not less than $500,000 for each person and not less than $500,000 for each accident and with property damage limits for not less than $100,000 for each accident C Worker's Compensataon Insurance m accordance with statutory reqmrements and Employer's Liability Insurance wath hmats of not less than $100,000 for each accxdent D Professional Lmbfllty Insurance w~th lnmts of not less than $2,000,000 annual aggregate E CONSULTANT shall furmsh insurance eemficates or insurance pohc~es at the OWNER's request to ewdence such coverages The insurance policies shall name the OWNER as an addat~unal insured on all such pohcaes to the extent that as legally possible, and shall contain a provasaon that such insurance shall not be cancelled or modified wathout tintty (30) days prior written notice to OWNER and CONSULTANT In such event, the CONSULTANT shall, prior to the effeetave date of the change or cancellation of coverage, dehver copaes of any such substitute poheaes, furmsbang at least the same pohcy lamts and coverage, to OWNER ARTICT,]~, ×t ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The pames may agree to scale any chsputes under tins Agreement by subrmttmg the dispute to arbltrataon or other means of altemate daspute resolution such as medmuon No arb~traUon or alternate chspute resolution arising out of or relating to, flus Agreement ~nvolvang one party's d~sagreement may include the other party to the &sagreement without the other's approval A'Rq"T~T,~, ~TT TERIVIINATION OF AGREEMENT A Notwithstanding any other provision of this Agreement, either party may terminate this Agreement by promdmg thmy- (30) days advance written notme to the other party B TI'us Agreement may alternatively be terminated in whole or m part in the event of e~ther party substanUally fmlmg to fulfill its obhgatlons under thas Agreement No such termlnat~on will be effected unless the other party is g~ven (1) written notice (dehvered by certified mml, remm receipt requested) of intent to terminate and setting forth the masons speclfymg the nonperformance or other reason(s), and not less than thirty (30) calendar days to cure the failure, and (2) an opportumty for consultation with the terminating party prior to termmaUon C If the Agreement is terminated prior to completion of the serwces to be provided hereunder, CONSULTANT shall ~mmechately cease all services upon receipt of the written notice of termmataon from OWNER, and shall render a final bdl for services to the OWNER w~thm twenty (20) days after 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 termmaUon being received by CONSULTANT, ~n accordance with Artacle V of tlus Agreement Should the OWNER subsequently contract with a new consultant for the continuation of services on the ProJect, CONSULTANT shall cooperate in promdmg information to the OWNER and to the new consultant If apphcable, OWNER shall allow CONSULTANT a reasonable tune to transition and to mm over the Project to a new consultant CONSULTANT shall rum over all documents prepared or funushed by CONSULTANT pursuant to tfus Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for 1ts files AR TIC. T .R X'TTT RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval of the work by the OWNER shall not consUmte nor be deemed a release of the responslblhty and habfllty of the CONSULTANT, as officers, employees, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work performed pursuant to tins Agreement, nor shall such approval by the OWNER be deemed as an assumpUon of such msponsthd~ty 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 ARTTCI ,R NOTICES All noUces, commumcatmns, and reports requnced or perrmtted under this Agreement shall be personally dehvered to, or telecop~ed to, or totaled to the respective part,es by depositing same ~n the Umted States mail at the addresses shown below, postage prepaid, cerafied mml, return receipt requested, unless otherwise specified hereto To CONSULTANT To OWNER Camp Dresser & McKee lnc City of Denton, Texas Attn Randy R Rogers, Vice President Michael W Jez, C~ty Manager 8140 Walnut Hill Lane, State 1000 215 East McKmney Dallas, Texas75231 Denton, Texas 76201 Fax (214-987-2017) Fax (940)349-8596 All notices under this Agreement shall be effective upon their actual receipt by the party to whom such notice is given, or three (3) days after malhng of the notice, whichever event shall first occur ARTTCI ,~ ~ ENTIRE AGREEMENT This Agreement consisting of ten (10) pages and three (3) attachments (Attachments "A" through "C") constitutes the complete and final expression of the Agreement of the parties and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, d~scusslons, commumcatmns, understandings, and agreements winch may have been made m connection with the subject matter oftlus Agreement ARTICLE XVt SEVERABILITY If any provision of th~s Agreement ~s found or deemed by a court of competent junsrhction to be mvahd or unenforceable, ~t shall be considered severable fi.om the remtunder of this Agreement, and shall not cause the remmnder to be mvahd or unenforceable In such event, the parties shall reform tins Agreement, to the extent reasonably possible, to replace such stricken provision w~th a valid and enforceable provision which comes as close as possible to expressing the original mtentions of the part,es respecting any such stricken provision ARTTCT ,'R XVII COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, local laws, roles, regulations, and orchnances applicable to the work performed by CONSULTANT hereunder, as they may now read or as they may hereafter be amended ARTTC, I ,R XrVTII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, rehgmn, sex, national ongm or ancestry, age, or physical handicap ARTT~T ,'F, ~T~ PErSONNeL A CONSULTANT represents that ~t has or wall secure at ~ts own expense all personnel reqmred to perform all the servmes reqmred under ttus Agreement Such personnel shall not be employees or officers of, nor have any contractual relations wath the OWNER CONSULTANT shall ~mmechately reform the OWNER m writing of any conflmt of ~nterest or potentml conflict of interest that CONSLTLTANT may d~scover, or whtch may arise dunng the term of flus Agreement B All servmes reqmred hereunder wall be performed by CONSULTANT or under tts direct superv~mon All personnel engaged m performing the work provided for in flus Agreement, shall be quahfied, and shall be anthonzed and permdted under state and local laws to perform such services ARTTC. T.R XX ASSIGNABILITY The CONSULTANT shall not asszgn any ~nterest ~n ttus Agreement and shall not transfer any interest m ttus Agreement (whether by asmgnment, novation or otherwase) wathout the prior written consent of the OWNER CONSULTANT shall promptly notify OWNER of any change of ~ts name as well as of any s~gmficant change m ~ts corporate structure or m ~ts operations ARTTC, 1,1~, ~XT MODIFICATION No wmver or mothficatzon of tins Agreement or of any covenant, condltmn, hnntatzon hereto contmned shall be vahd unless m writing and duly executed by the party to be charged therewith No evidence of any wmver or modfficatlon shall be offered or received in evidence m any proceeding arising between the partaes hereto out of or affecting this Agreement, or the rights or obhgatzons of the parttes hereunder, unless such wmver or modfficatzon zs in wntzng, duly executed The part,es further agree that the pmvlszons of flus Article wall not be wmved unless as herein set forth ARTTCI ,g, 'ZXII MISCELLANEOUS A The following attachment zs attached to, incorporated wattnn, and zs made a part of flus Agreement for all purposes pertinent Attachment "A" -Descnptzon of Improvements and Scope of Work Attachment "B" - Cost Schedule Basra Servzces Attachment "C" - Cost Schedule Spemal Servmes B CONSULTANT agrees that OWNER shaH, tmtfl the expzratlon of three (3) years after the final payment made by OWNER under flus Agreement, have access to and the right to examine any chrectly pertinent books, documents, papers and records of the CONSULTANT revolving transactsons relating to flus Agreement CONSULTANT agrees that OWNER ~,o.,~.,.~.,~o.,,.,,,oo~,~,~,~,~,~.,,~,...c~t,~,,-~,,..,~ Page 8 of 10 shall have access during normal worhng hours to all necessary CONSULTANT fac~htles and shall be provided adequate and appropriate workang space m order to conduct exammataons or audits m compliance with tl~s Artmle OWNER shall give CONSULTANT reasonable advance notice of all intended examinations or auchts C Venue of any suit or cause of action under ttus Agreement shall lie exclusively in Denton County, Texas Tlus Agreement shall be governed by and construed m accordance with the laws of the State of Texas D For purposes of tbas Agreement, the parties agree that the key persons who will perform most of the work under tins Agreement shall be A1 Sun P E, Vice President and ProJect Manager and Randy Rogers P E, Vice President Ttus Agreement has been entered mto w~th the understanding that the above-stated employees of CONSULTANT shall perform all or a sxgmficant portion of the work on the ProJect Any proposed changes regarding 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, wbach approval the OWNER shall not unreasonably w~thhold Notlung here~n shall hm~t CONSULTANT fzom using other qualified and competent members of its firm to perform the other incidental services reqmred herein, under ~ts supermsion or control E CONSULTANT shall commence, carry on, and complete its work on the ProJect with all apphcable thspatch, and ~n a sound, economical, efficient manner, and in accordance with the provisions hereof In accomphshmg the ProJect, CONSULTANT shall take such steps as are appropriate to ensure that the work revolved is properly coordtnated w~th related work being carried on by the OWNER F The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's d~sposal all avatlable reformation pertanent to the ProJect, mcluthng previous reports, any other data relative to the ProJect and arranging for the access to, and make all prowsmns for the CONSULTANT to enter m or upon, public and private property as reqmred for the CONSULTANT to perform professional serwces under ttus Agreement OWNER and CONSULTANT agree that CONSULTANT is entitled to rely upon Information furmshed to ~t by OWNER without the need for further inquiry or investigation ~nto such information G The captions of tins Agreement are for informational purposes only and shall not in any way affect the substantave terms or condlt~ens of thts Agreement IN WITNESS WHEREOF, the City of Denton, Texas has executed this Agreement m four (4) original counterparts, by and through as duly-authorized City Manager, and CONSULTANT has execqted th~s Agreement by and through ~ts duly-authorized undersigned officer on tlus the ,~-c~/t dayof [~r~t/J ,2000 "OWNER" CITY OF DENTON, TEXAS By ~ ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY By "CONSULTANT" CAMP DRESSER & MCKEE, INC ATTEST By Description of Improvements Pecan Creek Water Reclamation Plant City of Denton, Texas Background The Pecan Creek Water Reclamation Plant (PCWRP) is designed to handle an average daily flow (ADF) of 15 MGD with discharge limits of 10/I5/3 mg/L for BOD5/TSS/NH3-N The current ADF is about 14 MGD PCWRP is to be expanded to 21 MGD ADF and to be upgraded to meet more stringent permit hmits of 7/12/2 5 mg/L for summer and 7/12/3 mg/L for winter months The associated maximum monthly, maximum daily and peak hourly flows are 25, 35 and 46 MGD, respectively Proposed Improvements A design memorandum, which consists of 10 techmcal memoranda, has been completed Following are the major improvements A Bar Screens The two existing bar screens will be replaced with new units The new bar screens (two) will fit into the existing channels Minor structural mod~flcations may be required B Raw Wastewater Pump Station The existing pump station (P S No 2) will remain m service The extmng pumps are to be evaluated for necessary repair or replacement There is an abandoned pump station (P S No I) that will be modified and used to obtain a combined (P S No 2 & P S No 1) firm capacity of 46 MGD P S No I has a wetwell and a dry well (below grade) The concrete of the existing structure appears to be m fair condit~on Some cosmetm work may be required Electric systems need to be revamped Instrumentation w~tl be new Heating and ventilation system needs to be rehabilitated or replaced Three pumps will be installed with an existing space for a future 4'h pump C Influent Metering There is a flow meter (Mag) in the force main from P S No 2 to the grit chambers Th~s meter will be replaced A second meter will be added m the force main from P S No I to the grit chamber The plant mfluent ts the total of these two meters An underground pit is required to house both meters ATTACHMENT A D Grit Removal The existing Grit chambers, grit pumps and grit classifiers am adequate and wlli remain with no modifications The flow dIversion gates in the mfluent and effluent chambers of the grit basins will be motorized and controlled automatically to regulate flow diversion ba~ed on incoming flow rates E Flow Splitting lnfluent after grit chambers is split between the North and the South plants The two parallel plants each has primary cia. riflers, aeration basins and secondary clarlfiers with no lntereonnection between the plants Effluents from the secondary clarlfiers of both plants are combined prior to entering tertiary filters, which are followed by chlorine contact basins and dechlormation basin (Note that UV will be used as primary disinfection means in place of chlorination and dechlorlnatlon ) A flow splitting box will be provided for the South plant to distribute flows among the three primary clarlfiers F Primary Clarifiers A new primary clarlfier will be installed as part of the improvements This new clarlfier wdl occupy the space where the existing Primary Clartfier No 2 is located Existing Primary Clarlfier No 2 will be demohshed to make room for this new clarlfier The sludge collecting mechanisms and drives m the other three primary clarlfiers at North plant may need repair or replacement Minor structural modification may be required G Primary Sludge Pumping Existing primary sludge pumping equipment is adequate No additional pumps are reqtlired Existing controls may be modified to suit the new clarlfier H Aeration Basins and Blowers One new aeration basra will be added to the South plant The new basin wdl be of the same size and depth as the existing South plant basin (145'X56'X14' SWD) The new basin will have a three-stage bloselector at the mfluent end and two baffle walls in the mare body of the basin to divide the length of the basin into three compartments The two existing South plant aeration basins will be retrofitted with new aeration d~ffusers as well as bloselector and baffle walls similar to the new aeration basin The five North plant aeration basins will remain in service w~th no modifications The existing air blower building has two blowers with a space for a third unit A new blower of same size (and probably same manufacturer) will be installed in the existing blower building Existing electric systems are to be modified to handle the new blower as welt as lighting and ventilation improvements Ventilation ofth~s building needs to be checked for adequacy and improved as required Secondary Clarlfiers One new secondary clanfier will be added to the South plant The existing secondary clartfier at the South plant will remain and no modifications are necessary Three of the four existing secondary clarlfiers at the North plant (No 1, 2 & 3) may require refurbishing of the sludge collector mechanisms Return and Waste Activated Sludge The existing Return Activated Sludge (II.AS) Pump Station at the North plant will be modified to improve the RAS pumping rate New pumps may be installed adjacent to Secondary Clanfiers No I and No 6 for return activated sludge Process/mechamcal, structural electric and instrumentation will be affected Existing waste activated sludge (WAS) pumping for the North plant appears to be adequate No additional modifications are required The existing PAS/WAS Pump Station for the South plant will remain in service A new PAS pump station will be added for the new secondary clarffier Building service (heating, ventilation and plumbing) work required for the new pump station Tertiary Filters The four existing filters are adequate for meeting the permit requirements No additlon or modification to these filters is necessary Disinfection An UV irradiation system will be used for d~smfect~on The ex~stmg chlorination and dechlonnatmn (using sulfur drox~de gas) systems will be demohshed (or abandoned ~n place) The new UV system will be located Inside the ex~stmg dechlonnatlon tank Structural modifications are reqmred It is proposed that the UV system be housed ~n a building with open sides Due to wide variation m UV system design ~t ts prudent to pre-select an UV manufacturer using an evaluated bid approach The selection would be based on hfe cycle cost, which consists of capital cost as well as operation and maintenance cost on present-worth bas~s Other parameters such as s~mphcity ~n design, ease of operation and maintenance, etc will also be considered A new braiding will be constructed to house the electric and instrumentation for the UV system A FRP tank with secondary containment will be provide to store sodmm hypochlonte, which will be used to provide chlorine residual for the reuse water and to control sludge bulking as well as algae growth Metering pumps will be used for chemical feed M Plant Water System (Non-potable Water) The ex~stmg plant water system Is to be mo&fled to increase ~ts capacity as needed and to enhance a operating rehabd~ty as well N Gravity Thickeners The two existing gravity thickeners for thickemng primary sludge are adequate for the expanded plant No addmon or mod~ficaUon ~s necessary O DAF Thickener One DAF thickener exists and a second unit of the same size ~s needed for the plant expansion These thmkeners wfll be used for th~ckenmg WAS The new DAF umt wdl include drive unit and thickened sludge pumps (2) P Anaerobic Dtgestion The two ex~stmg digesters wtll be converted to h~gh rate d~gest~on units One tank has a fixed cover and the other has a floating cover Some structural mod~fieattons may be required A new sludge heater will be provided and the existing sludge heater will be rehabdttated The heaters will be located tn an isolated room ~ns~de the existing digester control building of m a new building separate from but adjacent to the existing digester control building New mixing systems are proposed for both digesters Heating and ventllatton systems need to be checked Q Dewatermg The plant utfltzes belt filter presses (2) to dewater sludge for composttng The two presses have enough capacity to handle the dewatermg needs wah extended operating hours when necessary No mechanical mod~ficatlons are reqmred Instrumentation and control systems will be modified to gain addmonal control/momtormg capabfiitv from a remote location, t e the control room ~n Administration Building R Biosohfls Compostmg The existing compostmg factlmes wdl be expanded to handle all b~osohds produced at PCWRP Addmonal 6 6 acres of paved areas for compostmg and related activities will be provided The paving materials will be roller compacted concrete or stmflar to provide an impervious surface The ~mprovements may be implemented ~n two phases Phase I ~s to include the compostmg area of the size to handle current production of blosohds The facihty wdl be further expanded under Phase II to the design capacity S Flow Equahzat~on The flow equal~at~on system consists of a d~uraal basra and a storage basra w~th a total storage volume of approximately 12 rmlhon gallons The ex~stmg aeration system m the d~urnal basra needs to be rehabilitated T Reuse of Reclmmed Water Prepare a comprehensive c~tyw~de 210 4 notification for the proposed use of reclaimed water and obtain TNRCC Executive D~rector's written authorization for the C~ty to become a provider of reclmmed water U SCADA System Expand the ex~stmg SCADA system to include new facilities 0mprovements) and ex,sting equipment that ~s not current being controlled or momtored by the ex~stmg SCADA system Prowde system apphcat~on engineering for the PCWRP The tasks include · Modify or develop graphic d~splays · Prowde programming of PLC's and PC's · Conduct fieldtestmg · Prowde start-up and fine-tuning · Prowde operators training · ProwdeO&Mmanuals SCOPE OF SERVICE FOR DESIGN AND CONSTRUCTION PECAN CREEK WATER RECLAMATION PLANT IMPROVEMENTS CITY OF DENTON, TEXAS A BASIC SERVICES Task BS 1 - Prepare 30% Complete Plans & Spec,ficat~ons Task ObJective To develop the previously prepared Design Report into 30% complete design documents leading to a complete bidding package statable for pubhc sector, compet~tive, low-bid general construction contract dehvery To assure forward design progress and t~mely incorporation of value-added comments during the design development phase of the project Subtasks I I Conduct Imtial Design Workshop Upon receipt ofnotme-to-proceed, the project team wdl Plan, schedule and convene a project "kink-off" meeting to rewew the scope of work, goals and object,yes, project schedule and potential project constraints New project team members that represent various design d~sc~phnes such as electrm, structural, etc will be introduced A plant tour will be conducted for all design d~sc~phnes to acquaint new project team members w~th the physical specifics of the project I 2 Review C~ty's Front-end Documents C~ty's front-end (boiler plate) documents will be used for the construction documents The project team will rewew these documents and recommend mod~ficatmns as appropriate 1 3 Prepare 30% Complete Plans Prepare 30% complete plans for review and comment Th~s package will consist of mmnly process/mechamcal and C~vll/s~te drawings They will generally include # Cover/btle sheet w~th location plan # Preliminary plan index sheet # C~v~l/Slte legend and abbreviation sheets # Prel~mmary s~te plan sheets # Prel[m~naryyard p~p~ng plan sheets # Process/mechanical legend and abbreviation sheets # Hydraulic profile sheet # Process d~agram sheets # Process/mechamcal plan sheets for major process un,ts # Process/mechanical secbonal sheets for malor process un~ts # General details of process/mechanical construction The drawings w~ll be prepared on AutoCAD system I 4 Prepare 30% Complete Specifications Prepare 30% complete spectficat~ons for revmw and comment Th~s package will generally ~nclude # Prehm~nary table of contents # F~rst draft general terms and conditions of contract (C~ty's standard front-end document) # F~rst draft general requirements of contract (D~v~s~on 1) # F~rst draft critical specification sections such as malor equipment, pa~nt~ng/coabng, p~pmg, etc ~n D~ws~ons 9, 11, 13, 14 and 15 technical specifications The specifications will be prepared on Mmrosoft Word-compatible word processing systems I 5 Prepare Bidding Documents for Pre-selecting UV System Prepare plans and specifications and other reqmred b~d documents to pre-select a UV system manufacturer Select~on criteria will be estabhshed under this task to select the most cost effective and practical system for tmplementatmn I 6 Plan, Conduct and Document Rewew Workshop Conduct a review workshop about a week after the 30% design documents are submitted, to discuss comments, concerns and modifications Approprmte comments and concerns will be incorporated into design effort leading to the 60% complete design milestone 1 7 Conduct Techmcal Revmw Concurrent w,th C~ty's rewew our m-house techmca[ rewew comm,ttee will perform quality control and assurance review following the establ,shed QA/QC procedures Their comments will be shared w~th C~ty staff for addtt~onal input at the document rewew workshop and be incorporated ~nto the design documents as appropriate Task BS 1 Deltverables · 30% Complete Design Rewew Packages (5 coptes) · Procurement package for pre-selecting UV manufacture · Workshop Meeting Minutes Task BS 2 - Prepare 60% Complete Plans & Specifications Task Objecttve To develop the previously prepared 30% complete design effort into 60% complete design milestone To assure forward destgn progress and ttmely incorporation of value- added comments during the design development phase of the project Subtasks 2 1 Refine Front-end Documents Incorporate the recommended moddicat~ons that have been approved by C~ty staff to produce a final draft of front-end documents 2 2 Prepare 60% Complete Plans Expand the prewously prepared 30% complete documents to ~nclude # Cover/title sheet w~th location plan # Rewsed plan Index sheet # C~vfl/S~te legend and abbrewation sheets # Rewsed s~te plan sheets # Revised yard p~plng plan sheets # General details of c~wl/s~te construcbon sheets # Structural legend and abbrewabon sheets # Structural plan sheets for major process umts # Structural secbonal sheets for major process umts # General details of structural construcbon sheets # Architectural treatment sheets 0f required) # Process/mechamcal legend and abbrewatlon sheets # Hydrauhc profile sheet # Process diagram sheets # All process/mechanical plan sheets # All process/mechamcal sectional sheets # General details of precess/mechamcal construcbon # Electncal/mstrumentabon legend and abbrewabon sheets # Electrical one-hne d~agram sheets # Instrumentabon control system architecture sheets # Eiectncal plan sheets # Electncal secttonal sheets # General details of e~ectncal/mstrumentatlon construction sheets 2 3 Prepare 60% Specifications Expand the 30% complete spec~ficauon set to include addmonal secnon as follows # Revised table of contents # Rewsed general terms and conditions of contract # F~nal draft general requ~raments of contract (D~ws~on 1) # F~nal draft cnhcal specification sections such as major equipment, painting/coating, piping, etc in Diws~ons 9, 11, 13, 14 and 15 techmcal specifications # F~rs~ draft cntlcal specification sections such as concrete mix design, other eqmpment, etc ~n D~ws~on 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15 and 16 techntcal specifications 2 4 Plan, Conduct and Document Revaew Workshop Conduct a rewew workshop about a ! and 1/2 weeks after subm~ssmn of the 60% destgn documents to d~scuss comments, concerns and modaficataons Appropriate comments and concerns wall be incorporated into destgn effort leading to the 90% complete design milestone 2 5 Perform Techmcal Revaew Concurrent w~th Caty's rewew our teehmcal revaew committee wall perform quality control and assurance revaew following the estabhshed QA/QC procedures Thear comments wdl be shared w~th C~ty staff for add~taonal ~nput at the document rewew workshop and be incorporated into the desagn documents as appropriate 2 6 Prepare Cost Opinion An estimate m probable cost of the ~mprovement wdl be prepared using the 60% complete design documents The purpose as to ~dent~fy cost assocmted w~th ~mprovements that were not antmapated as well as unusual ctrcumstances that may potentaally affect the budget for the ~mprovements Task BE 2 Dehverables · 60% Complete Design Remew Packages (5 coptes) · Opmmn on Probable Constructmn Cost · Workshop Meeting Minutes Task BS 3 - Prepare 90% and 100% Complete Plans & Spec~ficataons Task Objective To develop the prevmusly prepared 60% complete design effort into final draft construction plans and specfficataon and to finahze these documents into b~d package To assure forward design progress and ttmely incorporation of value-added comments during the design development phase of the project Subtasks 3 1 Prepare,90% Complete Plans Fmahzatmn of design plans will occur under th~s task and wall generally consist of adding spectfic details of construction sheets for all design d~scaphnes, adding instrumentation control loop dmgram sheets, and adding elementary wrong d~agram sheets to the electrical dlsmphne design package Additionally, comments received, as a result of prewous Document Rewew Workshop w~ll be incorporated ~nto the plan sheets as approprmte 3 2 Preparel90% Spemficatlons F~nal draft desagn specfficat~ons and general terms and condmons of contract will also be produced under th~s task Remamtng work to be completed includes ta~lonng D~v~ston 2 through 16 technical specifications " 3 3 Fmahze Front-end Documents Final tallonng of the general terms and conditions of contract for the specific requirements of the project 3 4 Perform Inter- and Cross-Ptsclphne Checking Inter- and cross-d~sc~phne checking of both plans and specifications wdl take place under th~s task The purpose ts to capture omissions ~n and confhcts between vanous design d~sc~pl~nes 3 5 Refine Cost Estimate Cost estimate refinement wdl be performed based on the scope of the 90% complete documents Any abrupt deviations from prewous estimates wdl be rat~onahzed and d~scussed for vahdlty as part of the Document Rewew Workshop 3 6 Plan, Conduct and Document Review Workshop Upon completing the 90% complete design documents (plans and specifications), the project team wdl schedule a workshop to receive, discuss and resolve all final design comments, ~ssues, and concerns Best effort design documents w~ll be transmitted to the C~ty's project design team approximately one week to 10 days prior to the scheduled workshop The proJect team wdl overview the documents at the workshop and sohc~t final comments for ~ncorporat~on 3 7 TNRCC L~atson With C~ty's approval, the project team wdl schedule and convene a meeting w~th the TNRCC to overview the planned ~mprovements and sohctt comments as to concerns and ~ssues using the 90% design documents 3 8 Incorporate Comments and Prepare I00% Document The TNRCC comments and the revision actions agreed to during the workshop will be incorporated into the 90% complete plans and specifications to finahze documents The 100% complete documents wdl be delivered to the C~ty and TNRCC for approval 3 9 Ftnahze Cost Estimate Adjustments to the cost estimate wdl be made based on the rewslons incorporated and the final cost estimate wdl be transmitted to the Ctty prior to project advertisement 3 10 Perform Technical Rewew Concurrent w~th C~ty's review our techmcal revmw committee will perform quahty control and assurance rewew following the established QA/QC procedures Th~s review will include constructabihty, operablhty and ma~ntalnablhty of the designed ~mprovements Their comments will be shared w~th City staff for addmonal ~nput at the document review workshop and be incorporated into the design documents as appropriate Task BS 3 Dehverables · 90% and 100% Complete Design Review Packages (5 copies) · 60 Sets of Half-size and 15 Sets of Full-size Bidding Documents · 90% and Final Optmon on Probable Construction Cost · Workshop Meeting Minutes · TNRCC Review Comments Task BS 4 - Provide Bidding Services Task Objective To assist the City project team w~th the b~dd~ng of the improvement project Subtasl~s 4 1 Respond to Vendor Queries, Prepare and Issue Addenda The project team wdl prowde written response as necessary dunng the estabhshed b~d period to clarify the completed contract documents m response to contractor and vendor query Prepare and ~ssue addenda as required 4 2 Assist ~n Pre-Bid Meeting The project team w~ll assist ~n the pianmng and execution of a project pre-b~d meeting ~n accordance w~th the CIfy's resource needs 4 3 Evaluate B~ds and Prepare Recommendation The project team will rewew all b~ds received for comphance w~th the completed contract documents and prepare wntten award recommendation based on th~s rewew and knowledge of proposed contractors' and subcontractors' past performance records Tas~ B$ 4 Dehverables · Contract Addenda (75 cop~es) · Pre-bid Meeting Minutes · Contract Award Recommendation Letter Task BS 5 - Prowde Services During Construction Task Obyeettve To assist the C~ty project team w~th the execution of the constructton phase of the ~mprovement project Subtasks 5 1 Respond to Contractor-Generated RFIs The protect team wdl race,Ye, review and prowde wntten response to all contractor-generated Requests for Information (RFI) 5 2 Review Submittals The project team wdl receive, review, and post alt contractor- generated submittals reqmred to be submitted by the Contract Documents 5 3 Rewew Contractor's Schedule of Values and Construcnon Schedule The project team w~ll receive, rewew, and prowde written comment as to the adequacy of the Contractor's Schedule of Values and Construction Schedule as necessary 5 4 Review Contractor's Monthly Payment Requests & Recommend Payment The project team will recewe and review the Contractor's monthly apphcat~ons for payment, and determine and recommend the amounts that the Contractor's be pa~d Such recommendations of payment wdl be based on observations and rewew that the work has progressed to the point ~nd~cated, the quahty of such work ~s ~n general conformance wRh the Contract Documents, and the conditions precedent to Contractor's being entitled to such payment appear to have been fulfilled 5 5 Construction Adm~mstrauon and Progress Meeungs The project team w~ll ws~t the s~te to observe the progress of the work dunng construction at ~ntervals no more than one month ( ~ apart It Is anticipated that these s~te ws~ts w~ll coincide w~th the construction progress meetings established for the project to combine the purpose of a s~te visit and maximize the value of consultant services prowded under th~s task 5 6 Coordinate Material Testing Acquire or have acquired outside laboratory services to conduct conformance tests The project team will interpret the testing results and make recommendatmn as to acceptance The testing wall include compaction, concrete strength, etc The cost for the testing w~ll be billed by the testing labs directly to the City 5 7 Substantial & Final Completion Walk-Through Accompany City staffto conduct a comprehensive walk-through when notified by the contractor of substantial completion and final completion of the project Develop a contract deficiency list for the contractor's use to correct problems or ~ssue written statements certifying as appropriate the state of project's completion based on the observations during the walk-through Task BS.$ Deliverables · RFI responses · Payment Recommendations · Submittal Reviews · Site Observations · Progress Meeting Attendance · "Punch-List" Development · Cenfficates for Substantial Completion and Final Completmn B SPECIAL & ADDITIONAL SERVICES Task SS I - Addit~onal Services During Construction Task Objective To assist the Cay project team with the executmn of the construction phase of the improvement project, when needed Subtasks I I Respond to Contractor-Generated Change Orders The prolect team w~ll receive, mwew, and provide wntten recommendations to the C~ty as to the ment of all contractor-generated change order requests Additionally, the CDM Team will rewew all change order costs (or credits) to determine whether they are representative of the addd~onat work value and prowde wntten recommendations to the C~ty as to acceptance I 2 Imtmte Change Order Requests The project team wdl ~n~t~ate change order requests for the C~ty's consideration as necessary to deliver the ~ntent of the Contract Documents 1 3 Conduct "Parmermg" Workshops The project team wdl be "partnenng" w~th the C~ty and the Contractor during the course of construction The "partnenng" actJvit~es wdl include an ~n~t~al partnenng workshop and four follow-up workshops Key members of the project team, such as the officer-~n-charge, project manager, project engineers, lead d~sc~pl~nary engineers, etc, wdl attend 1 4 Revtew Contractor's Clatm& Recommend Appropriate Actton Interpreting the Contract Documents and helping to resolve d~sputes when Owner and Contractor ~nterpretat~ons d~ffer 1 5 W~tness Performance Testing (Aeration System) W~tness on behalf of the City any performance tests as reqmred by the Contract Documents to verify the functions and efficiencies of the eqmpment to be ~ncorporated into the ~mprovement project Rewew testing results and render op~mon as to acceptance of eqmpment tested Task SS 1 Dehverables · Change Orders Reviews · Cost and Credit Proposal Reviews · Change Order Inlt~attons Task SS 2 - Provide Resident Project Representat:ve Services and Specmlty Inspection TaM{ Objecttve To assist the City tn observing progress and quahty of the contractor's work Subtasks 2 1 Provide Full T~me ResIdent ProJect Representative The project team wdl provide full t~me resident project representative (RPR) for the projected construction duration of 24 months The RPR wdl be allowed two weeks to setup the field office prior to construction and two weeks to close-out the proJect after construction ~s complete The duties, respons~b~ht~es and I~m~tatlons of authonty of the RPR are ~ncluded in Attachment B 2 2 Electric, lnstmmentatton& HVAC Inspection The project team wll provide inspection on specialty work such as electric, mstmmentatton, HVAC, etc at critical stages of the constmcuon to compliment the resident engineer In providing a complete inspection Task SS 2 Deliverables · RPR's Datly Inspection Reports · Specialty Inspection Reports Task SS 3 - Provide Record Drawtng Services Task ObJective To consolidate and document for subsequent use, the "as-bruit" condition of the work constructed as part of this project Subtasks 3 I Modify Contract Drawings Using the contractor's as-budt drawing (t e red-hned contract documents), the resident engineer's as-built drawings, the contract RFI file, the contract change order file, the contract submittal file, and all contract addenda, the project team will modify the Contract Drawings of th~s project to reflect the as-bruit cond~bon of the construction Such modifications w~ll result ~n record drawings of the construcbon Electronic vera~ons of such record drawings w~ll be transmitted to the C~ty 3 2 Modify Contract Specifications as Appropriate The project team will also update and moddy, as necessary, the contract specifications to reflect changes made through addenda and other mechamsm during the course of construcbon Such updated specification w~ll have plastic laminated covers and shall also be transmitted to the C~ty upon completion Task SS 3 Dehverables · Record Drawing Set- CD-ROM · Paper Record Drawing Sets (5 Sets) · Record Spemficat~on Sets (2 Cop~es) C~~ Task SS 4 - Prowde Computer~zed Operattons& Mamt6nance Manuals Task Obyecttve, To clearly document the engineer's intent w~th regard to how the ~mprovements are to be operated, their venous modes of operation, and expected maintenance reqmrements of new eqmpment Subtasks 4 1 Prepare Draft O&M Manuals The O&M spec~ahst wdl prepare and assemble Operatmns & Maintenance manuals for the project that ~nclude the following ~nformat~on at a mlnlmum # Equipment operabons and maintenance ~nstruct~on recewed as part of the construction contract # Point-to-Point wrong d~agram for all contractor-prowded systems and equipment # Apphcat[ons software documentation for control algorithms per[ormed ~n software that [s integral to systems and eqmpment prowded by the contractor # Process and systems operation guldehnes prepared by the engineer ~n cons~derabon of design ~ntent # Preventative maintenance recommendabons as prepared by the engineer m consideration of design intent Draft Operations and Maintenance Manuals, conforming to the above, will be prepared and assembled approximately four months prior to the scheduled start-up of the constructed ~mprovements 4 2 Conduct Revtew of Draft Manuals and Incorporate Comments Review w~th the Ctty to dtscuss the format, content, and adequacy of the assembled draft Operations and Mmntenance Manual Revtse the draft Operattons and Mmntenance Manual to tncorporate C~ty's comments as appropriate and resubmitted as final version to the Ctty 4 3 Produce F~nal O&M Manual The final O&M Manual wdl be produced ~n electromc, multimedia, interactive format w~th hardcopy template Approximately 12 months after start- up of the ~mprovements, the CDM w~ll rewew the final O&M Manuals w~th the · Performance Evaluation Report (10cop~es) · Recommendations for Process Adjustments · Recommendatmns for Correcttve Measures 0f needed) Task SS 6 - Prowde System Apphcatlon Engineering Tasl~ Objecttue To provide a tailored process control and momtor~ng system for the plant staff Subtasks 6 I Prowde PLC Programming 6 2 Modify or Generate Graphic D~splays 6 3 Conduct Field Testing 6 4 Prowde Startup and Fme-tumng 6 5 Prowde Operators Training 6 6 Prowde O&M Manuals 6 7 Perform Technical Review Task SS 6 Dehverables · Draft and Final O&M Manuals (10cop~es) · Field Testing Reports PCWRP staff for adequacy and make necessary rews~ons to the manual that ~ncludes the benefit attained from actual operating expenences Task $S. 4 Dehverables Draft O&M Manuals (5 Copies) Final O&M Manuals- 5 Paper Copies · Final O&M Manuals- 1 E[ectromc Copy (CD-ROM) Task SS 5 - Conduct Plant Performance Evaluation TaskObjeettve To determine ff the ~mplemented improvements have produced expected results to meet the intent of process design Subtasks 5 1 Review Plant Performance after Improvements After the ~mprovements have been tn operatton £or extended period o£t~me and have been stabfltzed, the project team w~ll conduct an evaluation of plant performance using the performance data under s~mulated design conditions The purpose of th~s evaluation is to determne if all estabhshed project goals have been completely fulfilled Stress testing may be necessary to s~mulate the design conditions 5 2 Reconunend Process Adjustments tfNecessary If the expected performance ~s not met, the prolect team will recommend process adjustments to enhance performance 5 3 Detenmne Causes and Correct Defictenctes if Necessary If any project objectives are not met, the CDM Team will determine the cause and make recommendations as appropnate to correct these deficiencies 5 3 Prepare Plant Performance Evaluation Report The project team will prepare a performance evaluatton report to document findings, procedural changes and correcnve measures, ~f any The report will serve as the project team cemficatton that the destgn intent ~s met and the ~mprovements are funct~omng properly Task SS 5 Deliverables r~ ~ .- ~- -- ~ o ATTACHMENT B OROIN 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 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, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council deems it in the public interest to continue to engage the firm of Camp Dresser & MeKee, Inc, a Corporation, of Dallas, Texas ("CD&M"), by this First Amendment to the Professional Services Agreement to provide additional professional engineenng services to the City pertmmng to the final design of and preparation of engIneenng plans and specifications for, together with other professional englneenng services incident to additional improvements that are necessary to gmn 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 City Council previously and also at this time that there is a substantial need for the above-described professional services, and that limited City staff cannot adequately perform the services and tasks with ars own personnel, and WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional Services Procurement Act", generally provides that a City may not select a provider of professional services on the basis of competitive bids, but must select the provider on the basis of demonstrated competence, knowledge, and quahfieations, and for a fmr and reasonable price, and WHEREAS, the C~ty Council has provided in 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 "First 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 First Amendment to the Professional Services Agreement with Camp Dresser & McKee, Ine, a Corporation, of Dallas, Texas, for further professional engineenng services pertalmng to the final design of and the preparation of engmeenng plans and specifications for, together with other professional engineenng services incident to additional improvements that are necessary to gmn operational effimency and to add hydrauhc capacity, incident to the construction, expansion, and expansion of the Pecan Creek Water Reclamation Plant, ~n substantmlly the form of the First Amendment to the Professional S~rv~ces Agreement, ~n the amount of not to exceed $150,520, attached hereto and incorporated herewith by reference SECTION 2 That the award of th~s F~rst Amendment to the Professmnal Services Agreement by the C~ty ~s on the bas~s of the continued demonstrated competence, knowledge, and quahficat~ons of CD&M and the ability of CD&M to continue to perform the professaonal services needed by the C~ty for a fmr and reasonable price SECTION3 That the expenditure of funds as prowded ~n the attached First Amendment to the Professional Serwces Agreement ~s hereby authorized SECTION 4 That th~s ordinance shall become effective ~rnmed~ately upon ~ts passage and approval .~/ PASSED AND APPROVED th~s the c~7~--6C dayof /~?~w/~ ~ ,2001 EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY By APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY S \Our Documents\Ord~nances\01\Camp Dresser & McK~e First 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 _/ d d ed fth .2~Z.L THIS FIRST AMENDMENT TO AGREEMENT is ma e an enter into as o e ,~ -- day of {',~ ~2/_d., ,2001, by and between the City of Denton, Texas, ~ Municipal Corporation, w~th its pnnelpal offices at 215 East McKmney Street, Denton, Texas 76201 (hereafter "OWNER") and Camp Dresser & MeKee Ine, a Corporation, w~th ars offices at One Glen Lakes, 8140 Walnut Hill Lane, Suite 1000, Dallas, Texas 75231 (hereafter "CONSULTANT"), the parties acting herein by and through thew duly-authorized representatives and officers WHEREAS, on the 26~ day of September, 2000, the City Council enacted Ordinance No 2000-352, wluch approved the "Professional Services Agreement for Engineenng Sennces Pertalmng to the Final Design of, the Preparation of Engmeenng Plans, Specifications, and Related Bid Documents For, Together With Other Professional Engineenng Services Incident to the Constructton and Expansion of the Pecan Creek Water Reclamation Plant," entered into by and between the City of Denton, Texas and Camp Dresser & McKee, Inc (hereafter the "Agreement") providing for professional engineering services on the Expansion of the Pecan Creek Water Reclamation Plant Project (the "Project") to a facility which has 21 million gallons per day ("MGD") average flow and 35 MGD peak flow capacity, and WHEREAS, the Project is proceeding an due course, and there are additional improvements that were identified dunng the design process as being necessary to provide a comprehensive system and to enhance the overall quality of the Project, and it is the desire of OWNER and CONSULTANT to enter into a "First Amendment to Professional Services Agreement for Engineering Serrates Pertaining to Additional Improvements to Increase Operational Efficiency and to Add Hydrauhc Capacity Incident to the Construction and Expansion of the Pecan Creek Water Reelamat~on Plant" (hereafter the "Fa'st Amendment") to promde for additional engnneermg fees necessary for the completion of the additional improvements, NOW THEREFORE WlTNESSETH, that tn consideration of the covenants and agreements herein contained, the part~es 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 services herein in connection with the ProJect as stated m the Articles to follow, with dlhgence and in accordance with the professional standards customarily obtmned for such serwces m the State of Texas The professional services set forth herein are ~n eonnectaon w~th the following described Project O,~OWS,TE~M~S^p~..~W.,~,..~.., ~,~.~ Page 1 of 11 The ProJect conmsts of ~mprovements ~dentffied dunng the final design process wbach have been determined by the OWNER and CONSULTANT to reqmre some add~tmnal ~mprovements to gmn more operational effimency as well as to add hydrauhc capacity to the ProJect for the expansion of the Pecan Creek Water Reclamatmn Plant to 21 MGD treatment capacity meeting Texas Natural Resources Conse~vatmn Commission reqmrements The CONSULTANT agrees to exercise the same degree of care, skill and dthgence ~n the perfomaance of these services as ~s ordinarily promded by a professional consultant under smular c~mumstances and the CONSULTANT shall, at no cost to OWNER, "re-perform" services wbach fail to satisfy the foregomg standard of performance ARTICLE II SCOPE OF SERVICES The CONSULTANT shall perform the following Basra Services m a professional manner A To perform those professional serwces as set forth m the "Construction Cost and Engineering Fee for Ad~ht~onal Work - Pecan Creek Water Reclamation Plant Improvement Program" prepared by Jyh-We~ (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 hereto by reference B If there ~s any conflict between the terms of flus F~rst Amendment and the Attachment attached to flus F~rst Amendment, the terms and conditions ofth~s F~rst Amended Agreement shall control over the terms and conditions of the Attachment ARTICLE iii ADDITIONAL SERVICES Any additional services to be performed by the CONSULTANT, if authortzed by the OWNER, wbach are not mcluded as Basra Services in the above-described Scope of Servmes, set forth as prowded by Article II above, shall be later agreed-upon by OWNER and CONSULTANT, who shall determine, m writing, the scope of such additional services, the amount of compensation for such additional services, and other easent~al terms pertatmng to the proms~on of such adrht~onal services by the CONSULTANT ARTICLE IV PERIOD OF SERVICE Tbas Ftrst Amendment shall become effective upon execution by the OWNER and the CONSULTANT and upon the ~ssuance of a notme to proceed by the OWNER, and shall remain m fome for the period that may reasonably be reqmred for the completion of the ProJect, including Additional Services, if any, and any reqmred extensions approved by the OWNER Tbas F~rst Amendment may be sooner tenmnated m accordance w~th the pmws~ons hereof T~me is of the essence m flus F~rst Amendment CONSULTANT shall make all reasonable efforts to complete the servmes set forth here~n as expeditiously as possible and to meet the schedule reasonably estabhshed by the OWNER, acting through ~ts Assistant C~ty Manager of Utilities, or bas designee ARTICLE V COMPENSATION COMPENSATION TERMS 1 "Subcontract Expense" is defined as those expenses, ~f any, recurred by CONSULTANT m the employment of otbers in outside firms, for semces in the area of professional engineenng, or related servmes Any subcontract or subconsultant billing reasonably recurred by the CONSULTANT in connection w~th the Project shall be mvolced to OWNER at the actual cost 2 "Direct Non-Labor Expense" is defined as that expense, based upon actual cost, for any out-of-pocket expense reasonably ~ncurred by the CONSULTANT in the performance of tins First Amendment for long distance telephone charges, telecopy charges, messenger services, pnntmg and reproduction expenses, out-of-pocket expenses for purchased computer tmae, prudently mcurred travel expenses related to the work on the ProJect, and similar incidental expenses incurred in connection w~th the ProJect BILLING AND PAYMENT For and m consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay CONSULTANT, based upon the satisfactory completion of the Basic Servmes tasks set forth m the Scope of Services as shown in Arttcle II above, as follows 1 CONSULTANT shall perform its work on this ProJect ~n accordance wath the provlmons and the tasks more partmularly set forth in Attachment "A" attached hereto and mcorporated herewith by reference CONSULTANT shall be prod for services rendered pursuant to the First Amendment on the basis set forth ~n the Cost Schedule also set forth m Attachment "A ," attached hereto and incorporated by reference herewith CONSULTANT shall bill t~om time sheets, m rmmmum ¼ hour or smaller time ~ncrements, at the hourly rates provided for m the Cost Schedule OWNER agrees to pay to CONSULTANT for its professional services performed and expenses incurred pursuant to tins Fxrst Amendment, an additional mount not to exceed $150,520 2 Part~al payments to the CONSULTANT will be made monthly ~n accordance w~th the statements reflecting the actual completion of the basic services, rendered to and approved by the OWNER through its Assistant City Manager for Utthtles or Ins designee However, under no ctrcumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered The OWNER may w~thhold the final ten (10%) percent of the above not-to-exceed amount until satisfactory completion of the ProJect by the CONSULTANT 3 Nothing contmned m tins Ar~cle shall reqmre the OWNER to pay for any work winch is unsatisfactory as reasonably detemuned by the Assistant City Manager for Utilities or ins designee, or winch is not submitted by CONSULTANT to the OWNER ~n compliance with the terms of this First Amendment The OWNER shall not be required to make any ,w~owS,~M ~PsA P~,,(~ w,,~ R~,.~ ~,~, ~ ^~ ~ Page 3 of 11 payments to the CONSULTANT at any t~me when the CONSULTANT is ~n default under fins F~rst Amendment 4 It ~s speaifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to tbas F~rst Amendment wbach would reqmre additional payments by the OWNER for any charge, expense or reimbursement above the not-to-exceed amount as stated heremabove, w~thout first hawng obtained the prior written authorization from the OWNER CONSULTANT shall not proceed to perform any services to be later prowded for under Article III "Additional Services" w~thout first obtaimng prior written authorization from the OWNER C ADDITIONAL SERVICES For addthonal semces authorized ~n writing by the OWNER ~n Article HI herelnabove, CONSULTANT shall be paid based on a to-be-agreed-upon Schedule of Charges Payments for add~tlonal services shall be due and payable upon submission by the CONSULTANT, and shall be in accordance with Artmle V B here~nabove Statements for basic services and any additional services shall be submitted to OWNER no more frequently than once monthly D PAYMENT If the OWNER fails to make payments due the CONSULTANT for services and expenses w~thm s~xty (60) days after receipt of the CONSULTANT'S un&sputed statement thereof, the amounts due the CONSULTANT will be increased by the rate of one percent (1%) per month from and after the said aixt~eth (60th) day, and ~n addition, thereafter, the CONSULTANT may, after g~wng ten (10) days written notme to the OWNER, suspend serrates under ttus Agreement until the CONSULTANT has been paid ~n full for all amounts then due and owing, and not dtsputed by OWNER, for services, expenses and charges Provided, however, not'rang here~n shall reqmre the OWNER to pay the late charge of one percent (1%) per month as set forth here~n, ff the OWNER reasonably determmas that the CONSULTANT's work ~s unsatisfactory, ~n accordance w~th Artmle V B of tlus F~rst Amendment, and OWNER has notffied CONSULTANT of that fact m writing ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due &hgence in dlscovenng and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any of its subcontractors or subconsultants ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furmshed by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to tlus First Amendment are instruments of service and shall become the property of the OWNER upon the termination of this First Amendment The CONSULTANT is entitled to retain copies of all such documents The documents prepared and furmshed by the CONSULTANT are intended only to be applicable to tlus ProJect and OWNER's use of these documents in other projects shall be at OWNER's sole risk and expense In the event the OWNER uses the First Amendment m another project or for other purposes than specified herem any of the information or materials developed pursuant to tins First Amendment, CONSULTANT is released fi.om any and all liability relating to their use in that project ARTICLE VIII iNDEPENDENT CONTRACTOR CONSULTANT shall provtde services to OWNER as an independent contractor, not as an employee of the OWNER CONSULTANT shall not have or clmm any right arising l~om employee status ARTICLE IX INDEMNITY AGREEMENT The CONSULTANT shall mdemmfy and save and hold harmless the OWNER and its officials, officers, agents, attorneys and employees fi.om and against any and all liability, clamas, demands, damages, losses and expenses, including but not hlmted to court costs and reasonable attorney fees recurred by the OWNER, and including without lnmtatlon damages for bodily and personal mjury, death, or property damage, resulting from the negligent acts or omissions of the CONSULTANT or its officers, shareholders, agents, attorneys and employees in the execution, operation, or performance of tlus First Amendment Nothing m tlus First Amendment shall be construed to create a liability to any person who is not a party to tlus F~rst Amendment and nothing herein shall waive any of the party's defenses, both at law or eqmty, to any clmm, cause of action or litigation filed by anyone not a party to tlus Fn'st Amendment, including the defense of governmental lmmumty, Much defenses are hereby expressly reserved ARTICLE X INSURANCE During the performance of the Services under tlus F~rst Amendment, CONSULTANT shall mmntam the following insurance with an insurance company licensed to do business m the State of Texas by the State Insurance Board or any successor agency, that has a rating with A M Best Rate Careers of at least an "A-" or above A Comprehensive General Liability Insurance with bodily injury hnuts of not less than $500,000 for each occurrence and not less than $500,000 in the aggregate, and with property damage lumts of not less than $100,000 for each occurrence and not less than $100,000 in the c~ows,T~C~M ~Ps^ P~ ~ ~,,~ ~,,~ ~, ~ '~ ~, Page 5 o f 11 aggregate B Automobale Llabflaty Insurance with bodily inJUry hm~ts of not less than $500,000 for each person and not less than $500,000 for each accadent and w~th property damage hunts for not less than $100,000 for each acc~dant C Worker's Compensatmn Insurance m accordance w~th statutory reqmrements and Employer's Lmbthty Insurance wath hm~ts of not less than $100,000 for each accident D Pro£esmonal Lmbfl~ty Insurance w~th hmats of not less than $2,000,000 annual aggregate E CONSULTANT shall furmsh insurance certfficates or Insurance pohcles at the OWNER's request to ewdence such coverages The insurance pohc~es shall name the OWNER as an addmonal insured on all such pohc~es to the extent that ~s legally possible, and shall contam a provision that such insurance shall not be cancelled or modffied w~thout tlurty (30) days pnor written not, ce to OWNER and CONSULTANT In such event, the CONSULTANT shall, prior to the effective date of the change or cancellaUon of coverage, dehver cop~es of any such substitute pohcaes, fmnlstung at least the same pohcy hmats and coverage, to OWNER ARTICLE XI ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The part~es may agree to settle any disputes under tins Ftrst Amendment by submattmg the d~spute to arbitration or other means of alternate d~spute resolution such as medlataon No arbitration or alternate d~spute resolution arising out of or relating to, tins First Amendment ~nvolvlng one party's d~sagreement may include the other party to the dasagreement w~thout the other's approval ARTICLE XII TERMINATION OF AGREEMENT A Notwithstanding any other pmvaslon of tlns First Amendment, either paxty may terminate fins Ftrst Amendment by pmvadmg tlurty- (30) days advance written not,ce to the other party B Tlu$ F~rst Amendment may altemalsvely be tenmnated m whole or m part m the event of e~ther party substantmlly failing to fulfill ~ts obhgat~ons under flus F~rst Amendment No such termmaUon will be effected unless the other party is g~ven (1) written not~ce (dehvered by eertafied mini, return receipt requested) of ~ntent 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 fmlure, and (2) an opportunity for consultaUon w~th the terminating party prior to termination C If the First Amendment ~s terminated prior to completton of the servmes to be proxaded hereunder, CONSULTANT shall ~mmedmtely cease all services upon receipt of the written nottce of termination fi.om OWNER, and shall render a final ball for serwces to the OWNER w~thm twenty (20) days after the date of termination The OWNER shall pay CONSULTANT for all services properly rendered and satasfactonly performed, and for reimbursable expenses prior to nohce of termmataon being receaved by CONSULTANT, m o~w~ows~,~ ~,~^ P~ o~k w,,~ ~,.~ ~.~ ~ ~ ~ Page 6 of 11 accordance with Article V of tlus F~rst Amendment Should the OWNER subsequently contract w~th a new consultant for the continuation of servmes on the ProJect. CONSULTANT shall cooperate m promdmg ~nformat~on to the OWNER and to the new consultant If apphcable, OWNER shall allow CONSULTANT a reasonable time to transition and to turn over the ProJect to a new consultant CONSULTANT shall turn over all documents prepared or furmshed by CONSULTANT pursuant to tlus F~rst Amendment to the OWNER on or before the date of termination, but may mmntmn 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 respons~bdlty and habthty of the CONSULTANT, ~ts officers, employees, agents, subcontractors. and subconsultants for the accuracy and competency of their designs or other work performed pursuant to tl~s F~rst Amendment. nor shall such approval by the OWNER be deemed as an assumption of such responsibility by the OWNER for any defect ~n the design or other work prepared by the CONSULTANT. ~ts pnnc~pals, officers, employees, agents, subcontractors, and sub-consultants ARTICLE X1V NOTICES All notaces, commumcat~ons, and reports reqmmd or permitted under tlus Ftrst Amendment shall be personally dehvered to. or telecopled to. or mmled to the respective part, es by depomtang same ~n the Umted States mml at the addresses shown below, postage prepmd, certified mml, remm receipt requested, unless otherwise specified here~n To CONSULTANT To OWNER Camp Dresser & McKee Inc City of Denton. Texas Attn Randy R Rogers, Vice President Mmhael A Conduff. C~ty Manager 8140 Walnut Hill Lane, State 1000 215 East McK~nney Dallas, Texas75231 Denton. Texas 76201 Fax (214-987-2017) Fax (940)349-8596 All not, cos under tlus F~rst Amendment shall be effective upon then: actual receipt by the party to whom such notice ~s g~ven, or three (3) days after mmhng of the notme, wluchever event shall first occur ARTICLE XV ENTIRE AGREEMENT Ttus F~rst Amendment, consisting of eleven (11) pages and one (1) attachment (Attachment "A") constitutes the complete and final expression of the agreement of the part, es and ~s ~ntended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promases, representations, negotiations, discussions, commumcat~ons, understandings, and agreements which may have been made m connection w~th the subject matter c,w~ows,,~,~M ~,~A~.~o~kw~.~.~.~. ~,~ Page 7 of I 1 of tins F~rst Amendment ARTICLE XVI SEVERABILITY If any prows~on of th~s F~rst Amendment is found or deemed by a court of competent junsd~ctmn to be mvahd or unenforceable, ~t shall be considered severable from the remainder of flus F~rst Amendment, and shall not cause the remmnder to be invahd or unenfomeable In such event, the part,es shall reform tlus F~rst Amendment, to the extent reasonably possible, to replace such stricken prows~on with a valid and enforceable prov~smn which comes as close as possible to expressing the original mtent~ons of the part,es respecting any such stricken prows~on ARTICLE XVII COMPLIANCE WITH LAWS The CONSULTANT shall comply w~th all federal, state, local laws, rules, regulations, and ordinances apphcable to the work performed by CONSULTANT hereunder, as they may now read or as they may hereatler be amended ARTICLE XVIII DISCRIMINATION PROHIBITED In performing the sermces reqmred hereunder, the CONSULTANT shall not d~scnmmate agmnst any person on the bas~s of race, color, rehgmn, sex, national ong~n or ancestry, age, or physical handmap ARTICLE XIX PERSONNEL A CONSULTANT represents that ~t has or will secure at ~ts own expense all personnel reqmred to perform all the services reqmred under tins F~rst Amendment Such personnel shall not be employees or officers of, nor have any conh'actual relations w~th the OWNER CONSULTANT shall umnethately reform the OWNER ~n wntmg of any confhct of interest or potentml conflmt of interest that CONSULTANT may d~scover, or winch may arise dunng the term ofttus F~rst Amendment B All services reqmreA hereunder will be performed by CONSULTANT or under ~ts threct superms~on All personnel engaged m perforunng the work prowded for ~n tins F~rst Amendment, shall be qualffied, and shall be authorized and penmtted under state and local laws to perform such serrates ARTICLE XX ASSIGNABILITY The CONSULTANT shall not assign any ~nterest ~n ttus F~rst Amendment and shall not transfer any ~nterest m fins F~rst Amendment (whether by ass~granent, novation or otherwise) w~thout the prior written consent of the OWNER CONSULTANT shall promptly notsfy OWNER of any change of ~ts name as well as of any s~gmficant change ~n ~ts corporate structure or ~n ~ts e,w~ow~*~.~.M~*,s^p~mo..kw.,,,~,.~,. ~,~,~..~ Page 8 of 11 operations ARTICLE XXI MODIFICATION No wmv~r or modfficat~on of this F~t Amendment or of any covenant, condition, hmitat~on here~n contained shall be vahd unless in writing and duly executed by the party to be charged therewith No evidence of any wmver or modfficatIon shall be offered or received ~n ewdence in any proceeding arising between the pafaes hereto out of or affecting tins F~rst Amendment, or the rights or obhgat~ons of the part,es hereunder, unless such waiver or modfficat~on IS In writing, duly executed The part, es further agree that the pmwslons of th~s Article will not be wmved unless as hereto set forth ARTICLE XXII MISCELLANEOUS A The following attachment ms attached to, ~ncorporated wtth~n, and ~s made a part of tins F~rst Amendment for all purposes pertinent Attachment "A" - Scope of Work 0ncludmg 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 d~rectly pertinent books, documents, papers and records of the CONSULTANT involwng transacttons relating to tins F~rst Amendment CONSULTANT agrees that OWNER shall have access during normal worlong hours to all necessary CONSULTANT facilities and shall be prowded adequate and appropriate working space m order to conduct exarmnat~ons or audits In comphance w~th tfus Article OWNER shall g~ve CONSULTANT reasonable advance not,ce of all intended examinations or audits C Venue of any suit or cause of action under th~s F~rst Amendment shall he exclusively in Denton County, Texas Tins First Amendment shall be governed by and construed in accordance w~th the laws of the State of Texas D For purposes of tbas F~rst Amendment, the part~es agree that the key persons who will perform most of the work under tins F~rst Amendment shall be A1 Sun P E, Vice President and Project Manager and Randy Rogers P E, Vine President Tins F~rst Amendment has been entered into w~th the understanding that the above-stated employees of CONSULTANT shall perform all or a slgmficant port~on of the work on the ProJect Any proposed changes regarchng 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, wbach approval the OWNER shall not unreasonably w~thhold Nothing hereto shall limit CONSULTANT from using other quahfied and competent members of ItS finn to perform the other incidental serrates reqmred hereto, under ~ts superv~smn or control E CONSULTANT shall commence, carry on, and complete ~ts work on the Project w~th all applicable d~spatch, and m a sound, economical, efficient manner, and m accordance w~th the prows~ons hereof In accomphsfung the Project, CONSULTANT shall take such steps as are ¢,w~ows,*~M.~ps^p~.~C~w,,~R~..~ ~.~ P,~,~ Page 9 of 1 1 appropriate to ensure that the work ~nvolved ~s properly coordinated w~th related work being camed on by the OWNER F The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's d~sposal all available information pertinent to the ProJect, including previous reports, any other data relative to the ProJect and arranging for the access to, and make all provisions for the CONSULTANT to enter in or upon, pubhc and private property as required for the CONSULTANT to perform professional serwces under flus F~rst Amendment OWNER and CONSULTANT agree that CONSULTANT ~s entitled to rely upon mformat~on ftmushed to ~t by OWNER w~thout the need for further lnqmry or ~nvest~gatlon ~nto such ~nformat~on G The captions of th~s F~rst Amendment are for informational purposes only and shall not ~n any way affect the substantive terms or cond~tmns of this F~rst Amendment 1N WITNESS WHEREOF, the C~ty of Denton, Texas has executed thru F~rst Amendment m four (4) original counterparts, by and through ~ts duly-authorized C~ty Manager, and CONSULTANT has executed tbas .F~rst Amendment,~by, artd through ~ts duly-authorized undersigned officer on tlus the ~ ~ day of ~ ~(_/L~//'r~ ,2001 "OWNER" CITY OF DENTON, TEXAS Mtchael A ~o~,~, lty Manager ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY "CONSULTANT" CAMP DRESSER & MCKEE, INC ATTEST AssistantSecretary~Mario J Marcaccio S \Our Documen ts\ContractsX01 \CD&M lnc PSA Pecan Creek Wa~r Reclam Plant First An~nd doc ORDINANCE NO d~/q-~ ¢/~ AN ORDINANCE 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 C~ty Councd deems ~t m the public ~nterest to continue to engage the firm of Camp Dresser & McKee, Inc, a Corporanon, of Dallas, Texas ("CD&M"), by this Second Amendment to the Professional Services Agreement to provide add~honal professional englneenng services to the C~ty pertmmng to the resident project representation services for the constmctlun period, specmlty lnspecnon services for the electrical, lnstmmentaUon, and HVAC equipment for the constmetmn period, production of a comprehensive operation and maintenance manual for plant operation, mmdent to the construction, expansion, and completion of the Pecan Creek Water Reclamatmn 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 limited City staffcannot 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 provider of professional services on the basis 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 C~ty Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the profesmonal services, as set forth ~n the Second Amendment to the Profesmonal Services Agreement, and desires to approve the "Second Amendment to the Professmnal Servmes Agreement" attached hereto, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1 That the City Manager ~s hereby authorized to execute a Second Amendment to the Profesmonal Services Agreement with Camp Dresser & McKee, Inc, a Corporation, of Dallas, Texas, for further professional engmeenng services pertalmng to the resident project representatmn services, specialty mspectmn servmes for the electrical, ~nstrumentatlon, and HVAC 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, ~n substantmlly the form of the Second Amendment to the Profesmonal Servmes Agreement, nn the amount of not to exceed $399,658, attached hereto and nncorporated herewnth by reference SECTION 2 That the award of this Second Amendment to the Profesmonal Servmes Agreement by the C~ty ns on the barns of the continued demonstrated competence, knowledge, and quahficat~ons of CD&M and the ability of CD&M to conttnue to perform the professional services needed by the Cnty for a fair and reasonable price SECTION3 That the expenditure of funds as provided in the attached Second Amendment to the Professional Services Agreement ns hereby authorized SECTION 4 That th~s ordinance shall become effectnve immediately upon its passage and approval PASSED AND APPROVED thlS the ~//~5~ day of ~~ ,2001 EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY S \Our Documents\Ordmances\01\Camp Dresser & MoKc¢ 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 COMPREHENSWE OPERATION AND MAINTENANCE MANUAL FOR PLANT OPERATION INCIDENT TO THE CONSTRUCTION AND EXPANSION OF THE PECAN CREEK WATER RECLAMATION PLANT THIS SECOND AMENDMENT TO AGREEMENT is made and entered into as of the ~ ~,t~L day of t'~fl~//P_d ~ ,2001, by and between the City of Denton, Texas, a Texas Mumclpal Corporation, w~th its principal offices at 215 East McKnmey Street, Denton, Texas 76201 (hereafter "OWNER") and Camp Dresser & McKee Inc, a Corporation, w~th its offices at One Glen Lakes, 8140 Walnut Hall Lane, Suite 1000, Dallas, Texas 75231 (hereafter "CONSULTANT"), the parties acting hereto by and through their duly-authorized representatives and officers WHEREAS, on the 26~ day of September, 2000, the City Council enacted Ordinance No 2000-352, winch approved the "Professional Services Agreement for Engmeertng Sennees Pertaining to the Final Design of, the Preparation of Engmeenng Plans, Specifications, and Related B~d Documents For, Together With Other Professional Engineering Sermees Incident to the Construction and Expansion of the Pecan Creek Water Reclamation Plant," entered into by and between the CRy of Denton, Texas and Camp Dresser & McKee, Ine (hereafter the "Agreement") prowdmg for professional engineering sermces on the Expansion of the Pecan Creek Water Reclamation Plant Project (the "Project") to a faclhty winch has 21 nulhon gallons per day ("MGD") average flow and 35 MGD peak flow capacity, and WHEREAS, the ProJect is proceeding m due course, and there are adchtional unprovements that were identified during the design process as bemg necessary to provide a comprehensive system and to enhance tho overall quahty of the ProJect, and it is the destre of OWNER and CONSULTANT to enter mto a "F~rst Amendment to Professional Services Agreement for Engineering Serrates Pertaining to Adchtional Improvements to Increase Operational Efficiency and to Add Hydrauhc Capacity Incident to the Construction and Expansion of the Pecan Creek Water Reclamation Plant" (hereatter the "F~rst Amendment") of even date herewnth, to prowde for additional engmeenng fees necessary for the completion of the addational h'nprovements, and WHEREAS, the Project is further proceeding toward its completion, and it is necessary and appropriate for OWNER and CONSULTANT to enter into a further professional serrates agreement to prowde for Resident ProJect Representation ("RPR") services for the esttmated construction period of the ProJect, for specialty inspection services for the electrical, instrumentation, and HVAC eqmpment during the construction period of the Project, and to pro-nde for CONSULTANT furmshmg a comprehensive Operation & Maintenance Manual for plant operation Tins agreement ~s hereby referred to as the "Second Amendment to Professwnal Serwces Agreement for Eng~neenng Services Pertmmng to the Resadent Project Representataon Services, Specmlty Inspection Servaces for the Electrical, Instrumentatmn, and HVAC Eqmpment for the Construction Period, and Productlon of a Comprehensave Operataon and Mmntenance Manual for Plant Operataon Incadent to the Construction and Expanston of the Pecan Creek Water Reclamatmn Plant" (hereafter the "Second Amendment"), NOW THEREFORE, WITNESSETH, that m consaderatmn of the covenants and agreements herean contained, the partaes hereto do mutually AGREE as follows ARTICLE I EMPLOYMENT OF CONSULTANT The OWNER hereby contracts w~th CONSULTANT, as an independent contractor, and the CONSULTANT hereby agrees to perform the servaces hereto m connection wtth the ProJect as stated m the Articles to follow, w~th thhgence and m accordance wath the professional standards cnstomanly obtained for such serrates tn the State of Texas The professaonal servaces set forth hereto are m connectaon wath the following described Project The ProJect consists of Resadent Project Representation ("RPR") serrates for the estimated constmctaon period, for Speemlty Inspection Serrates for the elecmcal, mstmmentatmn, and the HVAC eqmpment for the construction period, and production of a comprehensave Operations and Mamtanance Manual for plant operation by CONSULTANT, all for the expansmn of the Pecan Creek Water Reclamatton Plant to 21 MGD treatment capacity meeting Texas Natural Resources Conservation Commlsston reqmrements The CONSULTANT agrees to exercase the same degree of care, sl~ll and dlhgence tn the performance of these serwces as as ordinarily prowded by a professaonal consultant under smular c~rcumstances and the CONSULTANT shall, at no cost to OWNER, "re-perform" serrates winch fatl to ashsfy the foregomg standard of performance ARTICLE II SCOPE OF SERVICES The CONSULTANT shall perform the following Basra Sermces an a professaonal manner A To perform those profesmonal servaces as set forth m the two (2) page document entttled "Caty of Denton - Pecan Creek WRP Improvements Program - Demgn and Construction Serrates - Specml Servaces" schedule as Tasks SS-2 and SS4 prepared by CONSULTANT (hereatter the "Scope of Serrates") for OWNER, winch two (2) page document is attached hereto as Attachment "A," and as incorporated hereto by reference B To perform those profesmonal services as set forth tn the four (4) page document entitled "Duties, Responsabaht~es and Ltrmtattons of Authority of the Resadent ProJect Representative" prepared by CONSULTANT for OWNER, wluch four (4) page docment as attached hereto as Attachment "B," and as incorporated hereto by reference C If there as any conflict between the terms of flus Second Amendment and the Attachments attached to tlns Second Amendment, the terms and condat~ons of tins Second Amended Agreement shall control over the terms and contht~ons of the Attachments ARTICLE III ADDITIONAL SERVICES Any adthtlonal serwces to be performed by the CONSULTANT, ~f authorized by the OWNER, winch are not ~ncluded as Basra Services In the above-described Scope of Services, set forth as prowded by Article II above, shall be later agreed-upon by OWNER and CONSULTANT, who shall determine, m writing, the scope of such additional services, the amount of compensation for such additional services, and other essentml terms pertatmng to the pmws~on of such add~Uonal semces by the CONSULTANT ARTICLE IV PERIOD OF SERVICE Tins Second Amendment shall become effective upon execution by the OWNER and the CONSULTANT and upon the ~ssuance of a notice to proceed by the OWNER, and shall remain in force for the period that may reasonably be reqmred for the completion of the ProJect, including Additional Sermces, ~f any, and any reqmred extensions approved by the OWNER Tins Second Amendment may be sooner terminated m accordance wtth the prows~ons hereof T~me is of the essence ru tins Second Amendment CONSULTANT shall make all reasonable efforts to complete the sermces set forth hereto as expeditiously as possible and to meet the schedule reasonably estabhshed by the OWNER, acting through ~ts Assistant C~ty Manager of Utilities, or ins designee ARTICLE V COMPENSATION A COMPENSATION TERMS 1 "Subcontract Expense" ~s defined as those expenses, ~f any, recurred by CONSULTANT m the employment of others m outside firms, for serwces m the area of profass~onat engineering, or related serwces Any subcontract or subconsultant Inllmg reasonably recurred by the CONSULTANT m counectaon w~th the Pro3ect shall be mvmcod to OWNER at the actual cost 2 "Dtrect Non-Labor Expense" ~s defined as that expense, based upon actual cost, for any out-of-pocket expense reasonably recurred by the CONSULTANT m the performance of tins Second Amendment for long d~stanee telephone charges, telecopy charges, messenger servmes, printing and reproduction expenses, out-of-pocket expenses for purchased computer tune, prudently recurred travel expenses related to the work on the ProJect, and snmlar me,dental expenses mcurred m connection w~th the ProJect B BILLING AND PAYIvIENT For and m constderatmn of the professional servmes to be performed by the CONSULTANT hereto, the OWNER agrees to pay CONSULTANT, based upon the satisfactory completion of the Ba~c Services tasks set forth m the Scope of Serrates as shown m Artrcle II above, as follows 1 CONSULTANT shall perform its work on ttus ProJect ~n accordance with the proms~ons and the tasks more particularly set forth m Attachment "A" attached hereto and ~ncorporated herewith by reference CONSULTANT shall be prod for servmes rendered pursuant to the Second Amendment on the bas~s set forth m the Cost Schedule also set forth ~n Attachment "A," attached hereto and xncorporated by reference herewith CONSULTANT shall bill from t~me sheets, xn unmmum ¼ hour or smaller txme ~nerements, at the hourly rates prowded for m the Cost Schedule OWNER agrees to pay to CONSULTANT for ~ts professional servmes performed and expenses mcurred pursuant to th~s Second Amendment, an additional mount not to exceed $399,658 2 Partml payments to the CONSULTANT will be made monthly m accordance w~th the statoments reflecting the actual completion of the basic services, rendered to and approved by the OWNER through ~ts Assistant C~ty Manager for Utfi~txes or Ins designee However, under no c~rcumstances shall any monthly statement for services exceed the value of the work performed at the t~me a statement ~s rendered The OWNER may w~thhold the final ten (10%) percent of the above not-to-exceed amount until satisfactory completion of the ProJect by the CONSULTANT 3 Notlung contained m ttus Axt~cle shall reqmre the OWNER to pay for any work wluch is unsattsfactory as reasonably determined by the Assistant City Manager for Utilities or Ins demgnee, or wluch is not subuntted by CONSULTANT to the OWNER ~n compl~anee w~th the terms of thxs Second Amendment The OWNER shall not be reqmred to make any payments to the CONSULTANT at any tune when the CONSULTANT is m default under th~s Second Amendment 4 It is specffically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to tlus Second Amendment wluch would reqmre adcht~onal payments by the OWNER for any charge, expense or reunbursement above the not-to-exceed amount as statext heremabove, without first having obtained the prior written authonzatton from the OWNER CONSULTANT shall not proceed to perform any servmes to be later promded for under Aracle m "Addxt~onal Services" w~thout first obtaining prior written anthonzat~on from the OWNER. C ADDITIONAL SERVICES For addat~onal sermees authorized in wntmg by the OWNER m Axttele III here~nabove, CONSULTANT shall be prod based on a to-be-agreed-upon Schedule of Charges Payments for adcht~onal sermcee shall be due and payable upon submasmon by the CONSULTANT, and shall be m accordance with Arttcle V B heremabove Statements for basra sermees and any additional serrates shall be subrmtted to OWNER no more frequently than once monthly D PAYMENT If the OWNER fatls to make payments due the CONSULTANT for sermces and expenses w~thm s~xty (60) days after receipt of the CONSULTANT'S undisputed statement thereof, the amounts due the CONSULTANT will be increased by the rate of one percent (1%) per month from and at, er the smd sixtieth (60th) day, and ~n adcht~on, thereafter, the CONSULTANT may, after g~vmg ten (10) days written nottce to the OWNER, suspend serwces under tlus Second Amendment unttl the CONSULTANT has been p~ud m full for all amounts then due and owmg, and not d~sputed by OWNER, for services, expenses and charges Promded, however, notlung herem shall reqmre the OWNER c,~.ow~w~,~,~ Page 4 of 11 to pay the late charge of one percent (1%) per month as set forth hereto, ~fthe OWNER reasonably determines that the CONSULTANT's work is unsatisfactory, m accordance with Article V B oftlus Second Amendment, and OWNER has notffied CONSULTANT of that fact m writing ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT wall exercise reasonable care and due dtllgence ~n dlscovenng and promptly reporting to the OWNER any defects or deficiencies ~n the work of the CONSULTANT or any of Its subcontractors or sub-consultants ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furmshed by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to tlus Second Amendment are instruments of service and shall become the property of the OWNER upon the terrmnat~on of tlus Second Amendment The CONSULTANT ~s entitled to retain copies of all such documents The documents prepared and furmshed by the CONSULTANT are intended only to be applicable to tlus 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 spemfied hereto any of the mformat~on or materials developed pursuant to tlus Second Amendment, CONSULTANT is released from any and all habthty relatmg to then: use m that project ARTICLE VIII INDEPENDENT CONTRACTOR CONSULTANT shall prowde sermces to OWNER as an independent contractor, not as an employee of the OWNER CONSULTANT shall not have or clann any nght arising from employee status ARTICLE IX INDEMNITY AGREEMENT The CONSULTANT shall mdemmfy and save and hold harmless the OWNER and its officials, officers, agents, attorneys and employees from and against any and all habfltty, clarms, demands, damages, losses and expenses, meluchng but not hrmted to court costs and reasonable attorney fees recurred by the OWNER, and mchdmg wtthout lnmtat~on damages for bothly and personal injury, death, or property damage, resulting from the neghgent acts or ormsslous of the CONSULTANT or Its officers, shareholders, agents, attorneys and employees m the execution, operation, or performance oftlus Second Amendment Notbang in tlus Second Amendment shall be construed to create a habfi~ty to any person who is not a party to tlus Second Amendment and nothing herein shall wmve any of the party's defenses, both at law or eqmty, to any claim, cause of action or htlgaUon filed by anyone not a party to tins Second Amendment, including the defense of governmental ~mmumty, which defenses are hereby expressly reserved c,w~ow~,~M~ Page 5 of 11 ARTICLE X INSURANCE During the performance of the Services under this Second Amendment, CONSULTANT shall mamtmn the following insurance w~th an ~nsurance company hcensed to do bus~ness ~n 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 Lmbthty Insurance w~th bodily ~njury hm~ts of not less than $500,000 for each occurrence and not less than $500,000 ~n the aggregate, and w~th property damage lumts of not less than $100,000 for each occurrence and not less than $100,000 m the aggregate B Automobile Lmbthty Insurance with bodtly injury lunlts of not less than $500,000 for each person and not less than $500,000 for each accident and w~th property damage lmuts for not less than $100,000 for each accudant C Worker's Compensation Insurance ~n accordance w~th statutory reqmrements and Employer's L~abthty Insurance w~th lmuts of not less than $100,000 for each aCcldem D Professmnal Lmbfl~ty Insurance w~th lunats of not less than $2,000,000 annual aggregate E CONSULTANT shall furmsh insurance certfficates or insurance pohe~es at the OWNER's request to ewdence such coverages The insurance pohc~es shall name the OWNER as an add~tmnal insured on all such pohc~es to the extent that is legally posmble, and shall contain a pmmsmn that such insurance shall not be cancelled or modified w~thout thwty (30) days prior written not,ce to OWNER and CONSULTANT In such event, the CONSULTANT shall, prior to the effective date of the change or cancellation of coverage, debver copies of any such substttute pohe~es, furmshmg at least the same pohey hm~ts and coverage, to OWNER ARTICLE XI ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any d~sputes under tlus Second Amendment by subn~ttmg the d~spute to arb~tratmn or other means of alternate dispute resolution such as mediation No arb~t~atmn or alternate d~spute resolutton arising out of or relating to, tlus Second Amendment mvolmng one party's d~sagreement may include the other party to the dtsagrecment w~thout the other's approval ARTICLE XII TERMINATION OF AGREEMENT A Notwithstanding any other proxqs~on of tlus Second Amendment, either party may terminate tins Second Amendment by prowdmg tlurty- (30) days advance written notice to the other party B Th~s Second Amendment may alternatively be terminated m whole or ~n part m the event of ~,wa~o,~,~M~,d~ Page 6 of 11 e~ther party substantially fathng to fulfill ~ts obhgat~ons under fins Second Amendment No such ternunatmn will be effected unless the other party ~s g~ven (1) written notme (dehvered by certffied mml, return receipt requested) of intent to tenmnate and se~ng forth the reasons specffymg the nonperformance or other reason(s), and not less than finrty (30) calendar days to cure the fmlure, and (2) an opportumty for consultation w~th the terrmnatmg party prior to termination C If the Second Amendment ~s terminated prior to completxon of the services to be prowded hereunder, CONSULTANT shall mmaedaately cease all servmes upon receipt of the written not,ce of termmatmn from OWNER, and shall render a final bill for services to the OWNER wxfinn twenty (20) days after the date of temunat~on The OWNER shall pay CONSULTANT for all sermces properly rendered and satisfactorily performed, and for reimbursable expenses prior to notice of ternunat~on being recexved by CONSULTANT, m accordance with Article V of tins Second Amendment Should the OWNER subsequently contract w~th a new consultant for the contmuatxon of semces on the ProJect, CONSULTANT shall cooperate m pmmd~ng mformat~on to the OWNER and to the new consultant If apphcable, OWNER shall allow CONSULTANT a reasonable time to transxt~on and to turn over the Project to a new consultant CONSULTANT shall turn over all documents prepared or furmshed by CONSULTANT pursuant to fins Second Amendment to the OWNER on or before the date of termination, but may mamtmn copies of such documents for ~ts files ARTICLE XHI RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval of the work by the OWNER shall not constttute nor be deemed a release of the respons~b~hty and habthty of the CONSULTANT, its officers, employees, agents, subcontractors, and subconsultants for the accuracy and competency of thexr designs or other work performed pursuant to thts Second Amendment, nor shall such approval by the OWNER be deemed as an assumption of such respons~b~hty by the OWNER for any defect m the design or other work prepared by the CONSULTANT, ~ts principals, officers, employees, agents, subcontractors, and sub-consultants ARTICLE XIV NOTICES All notaces, commumcat~ons, and reports reqmred or penmtted under fins Second Amendment shall be personally dehvered to, or telecop~ed to, or mmled to the mspect~ve part, es by depositing same m the Umted States mml at the addresses shown below, postage prepaid, certified mml, return receipt requested, unless otherwise specffied hereto Page 7 of 11 To CONSULTANT To OWNER Camp Dresser & McKee Inc City of Denton, Texas Attn Randy R Rogers, Vice President M~chael A Conduff, C~ty Manager 8140 Walnut H~ll Lane, Su,te 1000 215 East McI(hnney Dallas, Texas75231 Denton, Texas 76201 Fax (214-987-2017) Fax (940)349-8596 All not, cea under tins Second Amendment shall be effective upon then. actual receipt by the party to whom such notice ~s g~ven, or three (3) days after mathng of the notice, wtuehever event shall first occur ARTICLE XV ENTIRE AGREEMENT Tins Second Amendment, consisting of eleven (11) pages and two (2) attachments (Attachments "A" and "B") constitutes the complete and final expression of the agreement of the parties and ~s intended as a complete and exclusive statement of the terms of then' agreements, and supersedes all prior contemporaneous offers, prom~ses, representations, negotmt~ons, thscuss~ons, commumcataons, understandings, and agreements winch may have been made m connection with the subject matter of tins Second Amendment ARTICLE XVI SEVERABILITY If any prowsion of t!us Second Amendment is found or deemed by a court of competent junsdmt~on to be ~nvahd or unenforceable, it shall be considered severable from the remainder of tins Second Amendment, and shall not cause the remmnder to be mvahd or unenforceable In such event, the part, es shall reform tins Second Amendment, to the extent reasonably possible, to replace such stricken prowslon w~th a valid and enforceable prowmon winch comes as close as posmble to expressing the ongmal mtentmns of the pames respecting any such stricken provision ARTICLE XVII COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, local laws, rules, regulaUons, 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 perfonmng the serrates reqmred hereunder, the CONSULTANT shall not discriminate against any person on the bas~s of race, color, rehglon, sex, national ong~n or ancestry, age, or physacal hand, cap ARTICLE XLX PERSONNEL A CONSULTANT represents that it has or will secure at ~ts own expense all personnel required to perform all the sermces reqmred under flus Second Amendment Such personnel shall not be employees or officers of, nor have any contractual relations wtth the OWNER CONSULTANT shall immexhately reform the OWNER m writing of any confllct of interest or potenttal conflict of mterest that CONSULTANT may thscover, or wluch may anse dunng the term of this Second Amendment B All sermcos reqmred hereunder will be performed by CONSULTANT or under its dtrect supcrv~mon All personnel engaged m 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 servmes ARTICLE XX ASSIGNABILITY The CONSULTANT shall not assign any mterest in flus Second Amendment and shall not transfer any interest m flus Second Amendment (whether by assignment, novation or otherwise) without the prior written consent of the OWNER CONSULTANT shall promptly not~fy OWNER of any change of ~ts name as well as of any sigmficant change m its corporate slructure or m ets operatmns ARTICLE XXI MODIFICATION No wmver or moahficat~on of tins Second Amendment or of any covenant, condition, lnmtat~on herem contained shall be vahd unless m writing and duly executed by the party to be charged therewith No evidence of any wmver or modfficatton shall be offered or received m exadence in any pwceedmg ansmg between the parUes hereto out of or affectmg tins Second Amendment, or the rights or obligations of the part, es hereunder, unless such waiver or morhficat~on as m writing, duly executed The pames further agree that the pmwslons of flus Amcle will not be wmved unless as hereto set forth ARTICLE XXII MISCELLANEOUS A The following attachment is attached to, incorporated w~thm, and ~s made a part of flus Second Amendment for all purposes pertinent Attachment "A" - Scope of Work (the schedules) Attachment "B" - Duhes, Responsibthtles and Lnmtations of Authority of the RPR B CONSULTANT agrees that OWNER shall, unt~l the exp~rat, on of three (3) years after the final payment made by OWNER under flus Second Amendment, have access to and the right to examine any dtrectly pertinent books, documents, papers and records of the CONSULTANT mvolvmg transactions relating to flus Second Amendment c,,~ow~,,~ Page 9 of 11 CONSULTANT agrees that OWNER shall have access dunng normal working hours to all necessary CONSULTANT faciht~es and shall be provided adequate and appropriate worlang space m order to conduct examinations or audits m compliance w~th this Article OWNER shall g~ve CONSULTANT reasonable advance notice of all intended examinations or audits C Venue of any stat or cause of action under fins Second Amendment shall lie exclusively in Denton County, Texas Tlus Second Amendment shall be governed by and construed in accordance with the laws of the State of Texas D For purposes of tins Second Amendment, the part, es agree that the key persons who will perform most of the work under flus Second Amendment shall be A1 Sun, P E, Vice Premdent and Pmjeet Manager and Randy Rogers P E, Vice President of CONSULTANT Tlms Second Amendment has been entered into with the understanding that the above-stated employees of CONSULTANT shall perform all or a slgmficant portion of the work on the ProJect Any proposed changes regarding 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, wluch approval the OWNER shall not unreasonably w~thhold Nothing herein shall lmut CONSULTANT from using other quahfied and competent members of its firm to perform the other tacldental sermces required hereto, under its supervision or control E CONSULTANT shall commence, carry on, and complete its work on the ProJect with all apphcable dispatch, and m a sound, econormcal, efficient manner, and m accordance with the provisions hereof In accomphshmg the ProJeCt, CONSULTANT shall take such steps as are appropriate to ensure that the work mvolved is properly coordinated w~th related work being carded on by the OWNER. F The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's disposal all avaslable mformat~on pertinent to the ProJect, mcluding previous reports, any other data relatsve to the Project and arranging for the access to, and make all promslons for the CONSULTANT to enter m or upon, pubhc and private property as required for the CONSULTANT to perform professional serwces under flus Second Amendment OWNER and CONSULTANT agree that CONSULTANT is entitled to rely upon mformat~on furmshed to it by OWNER wathout the need for further mqtary or mvestlgatlon rote such mformat~on G The captions of flus Second Amendment are for mformat~onal purposes only and shall not m any way affect the substantive terms or conditions oftlus Second Amendment IN WITNESS WHEREOF, the Chty of Denton, Texas has executed flus Second Amendment in four (4) ongmal counterparts, by and through its duly-authorized City Manager, and CONSULTANT has executed flus S~cond Amendmen[ by and through its duly-authorized undersigned officer on flus the c~ ~ day of /~_~(M~ ,2001 Page 10 of t I "OWNER" CITY OF DENTON, TEXAS ~ty Manager ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY "CONSULTANT" CAMP DRESSER & MCKEE, INC ATTEST Assistant Secre~ry-~rario J. Marcaccio S \Our Documents~ontracts~) 1 ~CD&M Inc PSA-P~can C~k Water Reclam Plant- Socond Amend doc