2000-409FILE REFERENCE FORM I 2000-409
X
Additional File Exists
Additional File Contains Records Not Public, According to the Public Records Act
Other
FILE(S) Date Initials
First/~endment to Professional Services Agreement
(original is attached) 11/21/01
Second Amendment to Professional Services Agreement
(original is attached) 12/05/02
Third Amendmem to Professional Services Agreement
Ordinance No. 2005-091 03/22/05
OV. DINANC NO. mO- qoq
AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY
MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH SGS
WITTER, INC. FOR. ENGINEERING AND OTHER RELATED SERVICES FOR DENTON
MUNICIPAL ELECTRIC; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR;
AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Council deems it in the public interest to engage SGS Witter, Inc.,
of Lubbock, Texas ("SGS"), to provide professional engineering and other related services to the
City for Denton Municipal Electric ("DME"); and
WHEREAS, the City staff has reported to the City Council that there is a substantial need
for the above-described professional engineering and other related 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 qualifieations~ and for a fair 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 engineering and other related 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 SGS Witter, Inc., for professional engineering and other related
services for Denton Municipal Electric, in substantially the form of the Professional Services
Agreement attached hereto and incorporated herewith by reference.
SECTION 2: That the award of this Agreement by the City is on the basis of the
demonstrated competence, knowledge, and quahfications of SGS and the ability of SGS to
perform the services needed by the City'for a fair and reasonable price.
SECTION 3: That the expenditure of funds as provided in the attached Professional
Services Agreement is hereby authorized.
SECTION 4: That this ordinance shall become effective immediately upon its passage
and approval.
PASSED AND APPROVED this the ~7 ~
day of
EULINE BROCK, MAYOR
,2000
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
S \Our Documents\Ordmances\00\SGS W~tter lnc PSA Yearly Engr Svcs 2000 2001 DME doc
STATE OF TEXAS
COUNTY OF DENTON
PROFESSIONAL SERVICES AGREEMENT
FOR ENGINEERING SERVICES AND RELATED SERVICES PERTAINING TO APPROVED
ELECTRICAL POWER SYSTEM CONSTRUCTION PROJECTS
FOR DENTON MUNICIPAL ELECTRIC
.,~~NT is made and entered into on the ~ day of
"~]~ --_ . 2000, by and between the C~ty of Denton, Texas, a Texas Mumc~pal
Corporation, with ~ts principal office at 215 East McKlnney Street, Denton, Texas 76201
(hereinafter "OWNER"), and SGS W~tter, lnc, a Corporatmn, with ~ts corporate office at 4727
South Loop 289, State 201, PO Box 53969, Lubbock, Texas 79453 (heremat~er
"CONSLTLTANT"), the parties acting here~n, by and through their respective duly~authorized
representatives and officers
WlTNESSETH, that m consideration of the covenants and agreements hereto contained, the
part~es hereto do mutually AGREE as follows
ARTTCT .F, T
E1VrPLOYMENT OF CONSULTANT
The OWNER hereby contracts with CONSULTANT, as an independent contractor, and the
CONSULTANT hereby agrees to perform the services herein in connectmn wtth the Project as
stated in the Amcles to follow, with (hhgence and in accordance with the professional standards
customarily obtained for such sermces m the State of Texas The professional sen, aces set forth
hereto are m connectmn with the following described project (the "ProJect")
Professional engineering and other related sermces pertalmng to the support of design for approved
electrical power system construction projects for a one-year term on a non-exclusive, as-needed
basis, as requested by Denton MUmclpal Elecmc ("DME")
ARTTCT,E IT
SCOPE OF SERVICES
The CONSULTANT shall perform the following basra senates ~n a professional manner
A
CONSULTANT shall perform all those sermces as are necessary and as descnbed m the
letter from Steve Owens, P E, Vice President of CONSULTANT to Chuck Sears,
Englneenng Adrmmstrator, DME, dated August 21, 2000 and CONSULTANT'S "Proposal
to City of Denton" dated August 17, 2000, wtuch are attached m pertinent part hereto as
Extub~t "A" and are incorporated herewith by reference
B
If there is any confhct that arises between the terms of thts Agreement and the Exhibit
attached to tins Agreement, then the terms and cond~tmns of ttus Agreement shall control
over the terms and condxtions of the attached Exhabit
AR~TCT,F, ITT
ADDITIONAL SERVICES
Any adrht~onal services to be performed by the CONSULTANT, ff authorized by the
OWNER, winch are not racluded as Basic Sermces ~n the above-described Scope of Services, set
forth as pmvlded by Amcle II heremabove, shall be later agreed-upon by OWNER and
CONSULTANT, who shall determine, m writing, the scope of such addlt~onal services, the amount
of compensation for such adahtaonal services, and other essential terms pertmmng to the provision
of such additional sel~me by the CONSULTANT
AR TTC, T ,F, IV
PERIOD OF SERVICE
A
This Agreement provides for a one-year term Tins Agreement shall become effective
upon its execution by the OWNER and the CONSULTANT, and services shall be
promded hereunder upon the issuance of a notme to proceed by the OWNER Tins
Agreement shall remain m fome for the period that may reasonably be required for the
completion of the Project activities, ~ncludmg Addmonal Senqces, if any, and any
required extensions approved by the OWNER Tins Agreement may be sooner
terminated in accordance with the provtmons hereof TIME IS OF THE ESSENCE IN
THE PERFORMANCE AND COMPLETION OF THIS AGREEMENT
CONSULTANT shall make all reasonable efforts to complete the services set forth herein
as expethttously as possible and to meet the schedule reasonably established by the
OWNER, acting through its Director of Electric Uttht~es or her designee
B
CONSULTANT and OWNER further agree that the terms of tins Agreement may be
extended by OWNER for an adthtlonal one-year term upon the completion of the term of
flus Agreement at CONSULTANT'S then prevmhng year 2001 standard bflhng rates
charged to mummpal governments, by a written amendment to tins Agreement approved
by the duly-anthonzed officers and representatives of the OWNER and CONSULTANT
AltTTC, I ,F, V
COMPENSATION
A COMPENSATION TERMS
"Direct Non-Labor Expense" lS defined as that expense [other than "per ahem"
expense], based upon actual cost plus 10%, for any out-of-pocket expense reasonably
recurred by the CONSULTANT related to its performance of ti'ns Agreement for long
thstance telephone charges, telecopy charges, messenger services, pnnting and
reproductaon expenses, out-of-pocket expenses for purchased computer time, prudently
recurred travel expenses related to the work on the ProJect, and slrmlar incidental
expenses recurred m connectton w~th the Project
B BILLING AND PAYMENT
For and in 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 Services tasks set forth m the Scope of Servmes as shown m Article II above, as
follows
1 CONSULTANT shall perform its work on tins ProJect on an hourly fee basis,
plus reimbursement for all reasonably incurred out-of-pocket expenses, billed monthly
CONSULTANT shall bill from time sheets, m unmmum one half (1/2) hour increments of
time, at the rates set forth in CONSULTANT'S "Proposal to City of Denton," a six (6) page
document, m pertinent part, dated November August 17, 2000 from CONSULTANT to
OWNER respectmg the scope of services and the compensation and expense price structure,
including the "Attachment to Standard Rate Sheet---Special Charges and Adders", all of
which is attached hereto as Exlub~t "A" and whtch is incorporated herewith by reference
OWNER shall pay to CONSULTANT for its professional services performed, and for its out-
of pocket expenses incurred in the ProJect, a total amount not to exceed $350,000 00
2 Partial payments to the CONSULTANT will be made monthly based on the percent of
actual completion of the Basic Services, rendered to and approved by the OWNER through
its Dn:ector of Electric Ut~htles or her designee However, under no circumstances shall any
monthly statement for services exceed the value of the work performed at the tnme a
statement is rendered The OWNER may withhold the final ten (10%) percent of the above
not-to-exceed amount untnl satisfactory completion of the Project by CONSULTANT
3 Nothing contained in tl'ns Artmle shall reqmre the OWNER to pay for any work that
not subnntted in comphance with the terms of tins Agreement OWNER shall not be
reqmred to make any payments to CONSULTANT at any time when CONSULTANT is
default under tins Agreement
4 It is specifically understood and agreed that the CONSULTANT shall not be
anthonzed to undertake any work pursuant to tlus Agreement winch would reqmre addlUonal
payments by the OWNER for any charge, expense or reimbursement above the not-to-exceed
amount as stated heremabove, without first having obtained the prior written authorization
from the OWNER CONSULTANT shall not proceed to perform any services to be later
provided for under Amcle III "Additional Services" without first obtatmng pnor wntten
authorization from the OWNER
C
ADDITIONAL SERVICES For adchtlonal services authorized m writing by the OWNER
in Arttcle III heremabove, CONSULTANT shall be pa~d based on a to-be-agreed-upon
Schedule of Charges Payments for additional services shall be due and payable upon
subrmsslon by the CONSULTANT, and shall be in accordance with Article V B
heremabove Statements for Basic Services and any Additional Services shall be subrmtted
to OWNER no more frequently than once monthly
D
PAYMENT If the OWNER fmls to make payments due the CONSULTANT for
serrates and expenses wltlun forty-five (45) 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 after the smd forty-fifth (45th) day, and m
adcht~on, thereafter, the CONSULTANT may, after giving ten (10) days written notice to the
OWNER, suspend services under t/us Agreement until the CONSULTANT has been prod in
$ XOur Oocum~tsXCon~gO~OS W,~ h~ One-¥e~'l~r Sv*J pS.~ Dt~ tlo~ Page 3 o f 10
full for all amounts then due and owing, and not disputed by OWNER, for services, expenses
and charges Provided, however, nothing hereto shall require the OWNER to pay the late
charge of one percent (1%) per month as set forth hereto, if the OWNER reasonably
determmes that the CONSULTANT's work is not subrmtted m accordance with the ten'ns of
flus Agreement, in accordance w~th Article V B of tins Agreement, and OWNER has
notffied CONSULTANT of that fact m writing
ARTIi2T,R VT
OBSERVATION AND REVIEW OF THE WORK
The CONSULTANT will exermse reasonable care and due diligence in discovering and
promptly reporang to the OWNER any defects or deficiencies in the work of CONSULTANT
ARTTCI .F. VII
OWNERSHI~ OF DOCUMENTS
All original documents prepared or furmshed by the CONSULTANT pursuant to flus
Agreement are instruments of service and shall become the property of the OWNER upon the
termination of tins Agreement The CONSULTANT is entitled to retmn copies of all such
documents The documents prepared and funushed by the CONSULTANT are intended only to be
applicable to flus 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 Agreement ~n another project
or for other purposes than specified herein any of the information or materials developed pursuant
to flus agreement, CONSULTANT is released f~om any and all habthty relating to their use m that
project
ARTTCT.F. VIII
INDEPENDENT CONTRACTOR
CONSULTANT shall provide services to OWNER as an ~ndependent contractor, not as an
employee of the OWNER CONSULTANT shall not have or claim any right arising from
employee status
ARTICI .F. TM
INDEMNITY AGREEMENT
The CONSULTANT shall lndemmfy and save and hold harmless the OWNER and its
officials, officers, agents, attorneys and employees from and against any and all habfllty, clatms,
demands, damages, losses and expenses, including but not hmited to court costs and reasonable
attorney fees recurred by the OWNER, and including without limitation damages for bodily and
personal injury, death, or property damage, resulting bom the negligent acts or omissions of the
CONSULTANT or ~ts officers, shareholders, agents, attomeys and employees in the executuon,
operation, or performance of flus Agreement
Nothing m flus Agreement shall be construed to create a liability to any person who is not a
party to flus Agreement and nothing hereto shall wmve any of the party's defenses, both at law or
equity, to any clatm, cause of action or ht~gat~on filed by anyone not a party to thts Agreement,
Including the defense of governmental numumty, wluch defenses are hereby expressly reserved
ARTICT,E X
INSURANCE
During the performance of the Services trader this Agreement, CONSULTANT shall
mmntmn the following msurance with an insurance company hcensed to do business m the State of
Texas by the State Insurance Board or any successor agency, that has a rating with A M Best Rate
Carriers of at least an "A-" or above
A
Comprehensive General Liability Insurance with bodily injury hmlts 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 m the
aggregate
B
Automobile Liability Insurance voth bodily injury hmlts of not less than $500,000 for each
person and not less than $500,000 for each accident and with property damage Innlts for not
less than $100,000 for each accident
C
Worker's Compensation Insurance in accordance with statutory reqmrements, and
Employer's Llabthty Insurance with hmtts of not less than $100,000 for each accident
D
Professional Llablhty Insurance and/or Errors & Omissions Insurance with hn-ats of not less
than $500,000 annual aggregate
E
CONSULTANT shall fmTush msurance certificates or insurance policies at the OWNER's
request to evidence such coverages The insurance pohcles shall name the OWNER as an
additional insured on all such policies to the extent that is legally possible, and shall contam a
prowmon that such insurance shall not be cancelled or modified without tturty (30) days prior
written notice to OWNER and CONSULTANT In such event, the CONSULTANT shall,
prior to the effective date of the change or cancellation of coverage, dehver copies of any
such substitute pohcles, furmstung at least the same policy lamts and coverage, to OWNER
ARTICT,g, XI
ARBITRATION AND ALTERNATE DISPUTE RESOLUTION
The part, es may agree to settle any disputes under tins Agreement by submitting the d~spute
to arbitration or other means of alternate dispute resolution such as mediation No arintrataon or
alternate thspute resolution arising out of or relating to, ttus Agreement mvolvmg one party's
disagreement may include the other party to the disagreement without the other's approval
ARTTCI ,F, XTT
TERMINATION OF AGREEMENT
A
Notwithstanding any other provision of this Agreement, either party may terminate tins
Agreement by provldmg tlurty (30) days advance written notice to the other party
B
Tlus Agreement may altematively be terminated m whole or In part m the event of either
party substantially fmlmg to fulfill its obhgatmns under this Agreement No such termination
will be effected unless the other party is gaven (1) written notice (delivered by certffied mall,
return receipt requested) of mtent to terminate and setting forth the reasons specifying the
nonperformance or other reason(s), and not less than tlurty (30) calendar days to cure the
failure, and (2) an opportumty for consultation w~th the terrmnat~ng party pnor to
termmaUon
C
If the Agreement ~s terminated pnor to completion of the services to be provided hereunder,
CONSULTANT shall immethately cease all servmes upon receipt of the written notice of
termination f~om OWNER, and shall render a final b~ll for services to the OWNER w~thtn
twenty (20) days after the date of termmatlon The OWNER shall pay CONSULTANT for
all sermces properly rendered and satlsfactonly performed, and for reimbursable expenses
prior to notme of tenmnatlon being received by CONSULTANT, ~n accordance with Article
V of ti'ns Agreement Should the OWNER subsequently contract w~th a new consultant for
the continuation of services on the ProJect, CONSULTANT shall cooperate m providing
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 turn over all documents prepared or furnished by
CONSULTANT pursuant to thts Agreement to the OWNER on or before the date of
termmataon, but may maintain cop~es of such documents for ~ts files
ARTIC. I .F, XTIT
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval of the work by the OWNER shall not constitute nor be deemed a release of the
responslb~hty and liability of the CONSULTANT, its officers, employees, or agents, for the
accuracy and competency of their work performed pursuant to t!us Agreement, nor shall such
approval by the OWNER be deemed as an assumptmn of such responsibility by the OWNER for
any defect m the work prepared by the CONSULTANT, its pnnclpals, officers, employees, and
agents
AltTIC, I,F, X'IV
NOTICES
All notices, commumcatlons, and reports reqmred or permitted under tins Agreement shall be
personally dehvered to, or telecopled to, or mailed to the respective part,es by depositing same m
the Umted States marl at the addresses shown below, postage prepaid, certffied mall, remm receipt
requested, unless otherwme spemfied hereto
To CONSULTANT
To OWNER
SGS Wxtter, Inc
Steve Owens, P E, Vine-President
P O Box 53969
Lubbock, Texas 79453
Fax (806) 795-7526
C~ty of Denton, Texas
M~chael W Jez, Caty Manager
901~A Texas Street
Denton, Texas 76201
Fax (940) 349-8596
All notices provided under tlus Agreement shall be effective upon their actual receipt by the
party to whom such notme ~s g~ven, or three (3) days after mmhng of the notice, wluchever event
Page 6 of 10
shall first occur
ARTTC~T ,1~. YV
ENTIRE AGREEMENT
Tfus Agreement consisting often (10) pages and one (1) Exhibit constitutes the complete and
final expression of the Agreement of the pames and is intended as a complete and exclusive
statement of the terms of their agreements, and supersedes all prior contemporaneous offers,
promises, representations, negotlataons, discussions, commurncatlons, understandings, and
agreements wfuch may have been made m connection with the subject matter of this Agreement
ARTTC, T,F, XVT
SEVERABILITY
If any promslon of tins Agreement is found or deemed by a court of competent junsthctlon to
be mvalld or unenforceable, it shall be considered severable bom the remainder of ttus Agreement,
and shall not cause the remamder to be mvahd or unenfomeable In such event, the parties shall
reform tlus Agreement, to the extent reasonably possible, to replace such stricken prowslon with a
valid and enforceable provision wfuch comes as close as possible to expressing the ongmal
mtent~ons of the partaes respectang any such stricken provision
ARTTCI ,R XVIT
COMPLIANCE WITH LAWS
CONSULTANT shall comply w~th all federal, state, local laws, roles, regulations, and
ordinances apphcable to the work performed by CONSULTANT hereunder, as they may now read
or as they may hereafter be amended
ARTICI ~F. X'VTTT
DISCRIMINATION PROHIBITED
In performing the services required hereunder, CONSULTANT shall not discriminate against
any person on the basis of race, color, rehg~on, sex, national ongm or ancestry, age, or physical
hanthcap
ARTIC. T ,R
PERSONNEL
A
CONSULTANT represents that it has or will secure at its own expense all personnel reqmred
to perform all the services reqmred under this Agreement Such personnel shall not be
employees or officers of, nor have any contractual relations with the OWNER
CONSULTANT shall mediately mfonn the OWNER in wntmg of any conflict of mterest
or potential confhct of interest that CONSULTANT may discover, or wbach may arise during
the term of tlus Agreement
B
OWNER reqmres that CONSULTANT carefully safeguard all documents, data, and
lnformataon provaded by OWNER to CONSULTANT mmdent to flus engagement
CONSULTANT recogmzes that such documents, data, and Information, revolve sensltlve,
compet~tlve issues, m some cases, confidential ~nformat~on, and in some cases proprietary
~nformat~on, and the disclosure of such mformat~on by CONSULTANT to any tinrd party,
w~thout the express written consent of OWNER, is expressly proinb~ted by OWNER, and
would hkely cause econonuc loss and detrnnent to OWNER Any such unauthonzed
d~sclosure of~nfonnatlon by CONSULTANT shall constitute an act of default respecting tins
Agreement CONSULTANT represents to OWNER that ~t wall safeguard OWNER's
mformatton and wall, upon OWNER'S reasonable request, prowde OWNER w~th
CONSULTANT'S policies regarding 1ts procedures for ldent~fymg conflicts of Interest, and
its procedures and safeguards winch are m place wi'ach would apply to CONSULTANT'S
treatment and handling of OWNER'S documents, data, and information dunng tins
engagement
C
All services reqmred hereunder will be performed by CONSULTANT or under its direct
supermslon All personnel engaged in performing the work provided for ~n tins Agreement,
shall be quahfied, and shall be authorized and permitted under apphcabte state and local laws
to perform such services
ARTTCT .R XX
ASSIGNABILITY
The CONSULTANT shall not assign any mterest ~n flus Agreement and shall not transfer
any interest m tins Agreement (whether by assignment, novatmn or otherwise) w~thout the pnor
written consent of the OWNER CONSULTANT shall promptly notify OWNER of any change of
~ts name as well as of any material change m ~ts corporate structure, ~ts location, and/or in its
operations
ARTICT,F,
MODIFICATION
No wmver or mochficatlon of tins Agreement or of any covenant, condition, lnultat~on hereto
contmned shall be valid unless ~n wntmg and duly executed by the party to be charged therewith
No evidence of any wmver or modlficatmn shall be offered or received in evidence ~n any
proceerhng ansmg between the parties hereto out of or affecting tins Agreement, or the rights or
obhgatlons of the parties hereunder, unless such wmver or modfficatmn ~s in writing, duly
executed The parties further agree that the prowslons of tins Article will not be warred unless as
herein set forth
ARTTCI ,R XX'TT
MISCELLANEOUS
A
CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after the
final payment made by OWNER under tins Agreement, have access to and the right to
examme any drrectly perhnent books, documents, papers and records of the CONSULTANT
mvolv~ng transact~ous relating to tins Agreement CONSULTANT agrees that OWNER
shall have access during normal working hours to ail necessary CONSULTANT facilities and
shall be provided adequate and appropriate working space in order to conduct examinations
or anchts m comphance w~th tins Article OWNER shall g~ve CONSULTANT reasonable
advance not, ce of all mtended examinations or audits
B
Venue of any stat or cause of actton under tins Agreement shall lie exclusively in Denton
County, Texas Th~s Agreement shall be governed by and construed m accordance with the
laws of the State of Texas
C
For purposes of tl~s Agreement, the parties agree that Steve Owens, P E, Vice President of
CONSULTANT, and Semor Electrical Engineer of the Lubbock, Texas office of
CONSULTANT ("Owens') shall serve as the ProJect Manager of CONSULTANT
respectmg flus engagement, shall develop the scope of services w~th OWNER'S designated
employees, and shall oversee all engmeenng activities on the ProJect Tbas Agreement has
been entered ~nto w~th the understanding that Owens shall serve as the CONSULTANT's
Project Manager and will be a key person sermng the OWNER on thts ProJect Any
proposed changes requested by CONSULTANT, respecting Owens serving as the ProJect
Manager on the ProJect, shall be subject to the approval of the OWNER, wtuch approval the
OWNER shall not unreasonably wathhold Nothtng herein shall lma~t CONSULTANT fi:om
using other quahfied and competent members of its firm to perform the other services
required hereto, under its supervm~on or control
D
CONSULTANT shall commence, carry on, and complete its work on the ProJect w~th all
applicable d~spatch, and m a sound, economical, efficient manner, and in accordance w~th the
provaslons hereof In accomphstung the ProJect, CONSULTANT shall take such steps as are
appropriate to ensure that the work mvolved is properly coorchnated with related work being
camed on by the OWNER
E
The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's d~sposal
all available reformation pertment to the ProJect, mclu&ng previous reports, any other data
relative to the ProJect and arrangmg for the access to, and make all provisions for the
CONSULTANT to enter m or upon, public and pnvate property as required for the
CONSULTANT to perform professional serrates under tins Agreement OWNER and
CONSULTANT agree that CONSULTANT is entitled to rely upon reformation funushed to
~t by OWNER w~thout the need for further mqmry or investigation into such lnformataon
F
The captions oft/us Agreement are for lnfomaatmnal purposes only and shall not ~n any way
affect the substantive terms or condmons ofttus Agreement
IN WITNESS WHEREOF, the City of Denton, Texas has executed flus Agreement ~n four
(4) ongmal counterparts, by and through its duly authorized City Manager, and CONSULTANT
ha~s et~ecyted this A.j~?ment by ~d through its duly authorized undersigned officer, on this the
',/7 '~ day of~P~--~_ ,2000
CITY OF DENTON, TEXAS
Mlchae~l~r Jez~/ltt~ ~anager
Page 9 of 10
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
"CONSULTANT"
SGS WITTER, INC
A Corporation
D~Jn~ala'G Gra~
Executive V~ee-Pres~defft
ATTEST
Secretary
WITTER, P/C. TX
Angust 21, 2000
Albuquerque, NM
Consulting Engineers & Planners
Ctty of Denton
Proposal for E~meenng Senaces
Mr Chuck Sears
Denton Mumc~pal Electric
901-A Texas Street
Denton, Texas 76201
Dear Mr Sears
Attached is our proposal to the Ctty of Denton to offer engmeenng semces to assist the DME Electric
Engineering Depamneat The proposal smnmanzes our company's complete capabtht~es vath referencas
and specdi¢ projects hsted. The majority of the assistance is expected to be vath substaUon and
transnnsslon line deslgxt The most recem such projects are haghhghted. Information is also promded on
our distribution design, planning, and ceardmallon capabthiaes as assistance m the~e areas ~s also offered.
We propose to offer these sermces for a period of one year vath an optton to extend the agreement for a
second year We propose to offer our services at the enclosed 2000 Billing Rates Rates are adjusted
annually
Our comprtny lind a smnlar arrangement w~th Lubbock Power and Ltght for a two-year ponod We
designed a new substaUon, moclflied several substaUons, designed a tranmnss~on line, prepared a ten year
long range plan, and developed conetruOaon umts including drawings These were items that LP&.L
needed asststance w~th m order to get them aeaomphshed m a reasonable tune frame
Tlus arrangement should be valuable to the Oty of Denton m meeting rapidly growing electric demand
reqmrements m the shortest posstble tune Th¢~ would not be a bruit m delay m selecting destgn
pmfessmnals before the actual ~acxhty daslgn would commence We could be revolved m as hule or as
much of a project as determined by DME personnel
We have the capab~ty and exl~mence to move a project from concepnon to design to construction as
qmckly as it can be done m the mdugay
Please let us know ffyou Imve addmoual qnestaons about our proposal
SGS Wttter, Inc
Steve Owens, P E, Vice Prestdent
SO alh
Enclosure
SG$ Witter, Inc · p 0 Box 53969, Lubbock, TX 79453 · Ofhce (806) 795 6827 · Fax 795 7526
PROPOSAL
TO
CITY OF DENTON
FOR
ENGINEERING SERVICES
BY
SGS WITYE1L INC
CONSULTING ENGINEERS
LUBBOCK, TEXAS
August 17, 2000
MANAGEMENT PLAN
SGS W~ttcr proposes to perform enlBnecnng semces for Denton Mumc~pal Eleetnc (DME) on an as
needed baals All servaces would be billed on a tune and exponses baas according to the current years'
bflhng rote schedule (year 2000 rote schedule enclosed) The term of the agreement will be one year from
the date of the contract with an olmon to extend for an adiltUonal year
SteveOwens~stheCluefEngmeerfortheLubbeckoffiea Assuck Steve re~news all engineering
actlmnes and will be the primary contact for CITY OF DENTON engineering staff
At the outset of each proje~ Steve Owens m the Lubbock office will develop the scope m conjunction with
CITY OF DENTON personnel SGSW management will determine avafluble personnel and other
required resources for each project Steve Owens will then assign appropriate engmeenng personnel and
oversee all engmecnng a~mties on each project As each project progresses, the semor staff of SGSW
will work directly withthe appropriate siaffmembers ofCITY OFDENTON This worknngrelat~onship
should be flexible and dynanuc m order to achieve the most efficient results Semor staff will continually
momtor progress and shams of each project m this proposal
In working for',,mom utfl~ties, IOlYs, mumctpols, cooporatlves and federal agencies, we develop the
structure to perform a project based on our assessmant of best means to complete that project From the
diverse requirements of our clients, by necessity, one of our strengths ns developing the best approach for a
proJeCt We cam provide turnkey projects with mm~roal CITY OF DENTON input or work closely with
CITY OF DENTON staff
We anUcipate the majonty of the work will be performed m the Lubbock office Any work done Dy SGSW
staff ~n the Albuquerque office w~ll be coordinated through Steve Owans His respons~bfllties will also
include mammrmng mtunate knowledge of the project throughout ~ts hfe and final approval on the
majonty of the projects
We can offer a staff of the s~ze and expemse to provide complete distnbuuon, transnuss~on, and
substation engineering for scheduled projects and those reqmred for fuVare growth of the CITY OF
DENTON system. We are an efficaent, productive firm with adequate Siaffing to complete all seraces as
outhned in this proposal
SGSW has standardized our rate structure in both offices for all clients Many of our clients are
Rural Electric Cooperatives, but we also work with other utditles Most of you know our
Lubbock employees, but you may not know our Albuquerque employees Since we sometimes
utilize someone from our Albuquerque office, and since they may appear on your invoice, we
thought you might like to have a list of ali SGSW employees
Lubbock Office
Albuquerque Office
Don Gray
Steve Owens, P E
Gene Smith
Charles Pfingsten
Donny Payne, P E
Traws Neal, P E
Kurt Staller, EIT
Rtcky Klmberhn
Pete Glovannett~
Randy Shaw
Lms Cisneros
Jose Martinez
Heath Dudley
Sally Pfingsten
Judy Krchmar
Addle Hicks
Bob Witter, P E
George Nail, P E
Jim Bardwell, P E
Mike Smith, P E
Joe Kamz, R L S
Smart Akers, P E
Peter Belkin, P E
Laurie Barr
Catt Cobb
Glenn Perez
Judy Cox
Harry Barnes
Edwin Johnston
George Perez
Peter Pmo
Sharon Rogers
2000 STANDARD BILLING RATES
~Classfficatxon
Prmmpal or Sr Pro Engr 5
Prmmpal or Sr Pro Engr 4
Prmmpal
Principal or Sr Pro Engr 2
Principal or Sr Pro Engr I
Professional Engineer 5
Professional Engineer 4
Professional Engineer 3
Professional Engineer 2
Professional Engineer 1
Engineer 5
Engineer 4
Engineer 3
Engineer 2
Engineer 1
Registered Land Surveyor 5
Registered Land Surveyor 4
Registered Land Surveyor 3
Registered Land Surveyor 2
Registered Land Surveyor 1
Senior Staff 5
Senior Staff 4
Semor Staff 3
Semor Staff 2
Semor Staff 1
Chief Techmcmn 5
Chief Technician 4
Chief Techmman 3
Chief Technician 2
Chief Technlcmn 1
Bflhng
Rates
$99
$89
$82
$74
$68
$85
$78
$7O
$65
$58
$77
$65
$59
$54
$49
$83
$75
$68
$63
$57
$75
$69
$63
$59
$55
$64
$59
$55
$52
$49
Employees
Steve, Bob, .[~m, Dick, George, Mike
Don, Gene
Donny, Stuart
Trams
Peter B
Kurt
Joe
Harry
Charley
Rlcky
Cart
Laurie, Edwin
Glenn P, Peter P
2000 STANDARD BILLING RATES
Page 2
Bllhng Classfficat~on
Survey Party Chief 5
Survey Party Chief 4
Survey Party Chief 3
Survey Party Chief 2
Survey Party Chief 1
Semor Technician 5
Senior Techmc~an 4
Senior Techmcmn 3
Semor Techmcmn 2
Semor Techmctan 1
Technician 5
Technlman 4
Techmclan 3
Techmcmn 2
Techmclan 1
Assocmte Teehmcmn 5
Assocmte Techmcmn 4
Associate Teehmcmn 3
Associate Techmcmn 2
Associate Techmcmn 1
Office Staff 5
Office Staff 4
Office Staff 3
Office Staff 2
Office Staff 1
Bllhng
.Rates
$53
$5O
$47
$43
$41
$54
$51
$48
$44
$41
$45
$42
$41
$38
$35
$38
$35
$33
$3O
$28
$41
$39
$37
$35
$32
Employees
Pete G
Randy
Lms
Sally, George P
Heath, Jose
Judy C
Sharon, Judy K
Ad&e
ATTACHMENT TO STANDARD RATE SHEET
SPECIAL CHARGES AND ADDERS
Page 3
Overtime
Standard rate times 1 3 mult~pher
Per Diems
Short-Term Per Diem rates will be estabhshed for each project
as either "Low Cost" or "High Cost" areas as set by federal tax
code Long-Term (longer than 1 month stays) rate is $75 00
Work Order Review
$500 per day plus Mileage and Per Diem
(If pnncxpal requested, standard hourly rates wflI apply)
CADD Adder
$4 50 per hour
Expenses
Actual Out-of-pocket + 10% (includes car rentals if requested
and amount approved prior to rental)
Mdeage
$0 35 per mile, 4WD $0 45 per mile
Project Insurance
SGSW carries $500,000 Professional Liability (E&O) insurance
hmlts Ifhtgher hm~ts are requested the cost will be a $3,000
adder to the first month's invoice
FORENSIC SERVICES As negotiated with client
THE STATE OF TEXAS
COUNTY OF DENTON
FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
THIS FIRST AMENDMENT to that certain "Professional Services Agreement
for Engineering Services and Related Services Pertaining to Approved Electricai Power
System Construction Projects for Denton Municipal Electric," (the "Agreement")
executed November 7, 2000; and approved by Ordinance No. 2000-409 enacted by the
Council on said date, was heretofore entered into by and between the City of Denton,
Texas, a Texas Municipal Corporation with its offices at 215 East McKinney S/reet,
Denton, Texas 76201 (hereafter referred to as "CITY"); and the firm of SGS Witter, Inc.,
a Corporation, with its Texas offices at 4727 South Loop 289, Suite 201, P.O. Box
53969, Lubbock, Texas 79453 (hereafter referred to as "SGS Witter"); acting herein by ·
and through their respective duly authorized signatories; and
WHEREAS, the work and projects contemplated by the Agreement have been, for
a large part, delayed, neither due to the fault of the CITY nor of SGS Witter; and the
PARTIES have a mutual desire to extend said Agreement in order to complete the
services described and provided for in said Agreement, for an additional one-year; and
NOW THEREFORE, the City of Denton, Texas and the firm of SGS Witter, Inc.
(hereafter collectively referred to as the "PARTIES"), in consideration of their mutual
promises and covenants, as well as for other good and valuable considerations, do hereby
AGREE to the following amendment to the terms and conditions of the Agreement, to
wit:
That Article IV.B. of the Agreement provides for extension, by the CITY, of the
Agreement for an additional one-year term upon the completion of the term of the
Agreement, by a written amendment thereto, approved by the duly-authorized officers
and representatives of the CITY and SGS Witter.
II.
That sentence number one of Article IV.A. of the Agreement provides that:
"This Agreement provides for a one-year term."
III.
That the provisions of sentence number one of Article IV.A. of the Agreement
shall instead read:
"This Agreement shall be extended and effective through November 7, 2002."
IV.
That this First Amendment to the Agreement shall be ratified and effective as of
November 1, 2001.
V.
The PARTIES agree, that except as specifically provided for by this First
Amendment to the Agreement, that all of the terms, covenants, conditions, agreements,
rights, responsibilities, and obligations of the parties set forth in the Agreement, shall
remain in full rome and effect.
IN WITNESS WHEREOF, the City of Denton, Texas and the firm of SGS Witter,
Inc. have executed this First Amendment to Professional Services Agreement, in (4)
authorized representatives and
2001.
original counterparts, b2~ and through, their resp~tive duly
officers on this the6ff_]~ day of ~-~2~P.~.x~ ,
"CITY"
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
~'-~5~icha~l A. {2o~duf~f,/,~fit3} Manager
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
2
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
ATTEST:
"SGS WITTER"
SGS WITTER, INC.
A Corporation
Assistant Secretary
S:\Our Documents\Conlraets\01~SGS Witter First Amended PSA-Engrg Svcs-Extn.doe
3
THE STATE OF TEXAS
COUNTY OF DENTON
SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
THIS SECOND AMENDMENT to that certain "Professional Services Agreement
for Engineering Services and Related Services Pertaining to Approved Electrical Power
System Construction Projects for Denton Municipal Electric," (the "Agreement")
executed November 7, 2000; and approved by Ordinance No. 2000-409 enacted by the
Council on said date, was heretofore entered into by and between the City of Denton,
Texas, a Texas Municipal Corporation with its offices at 215 East McKinney Street,
Denton, Texas 76201 (hereafter referred to as "CITY"); and the firm of SGS Witter, Inc.,
a Corporation, with its Texas offices at 4727 South Loop 289, Suite 201, P.O. Box
53969, Lubbock, Texas 79453 (hereafter referred to as "SGS Witter"); acting herein by
and through their respective duly authorized signatories; and
WHEREAS, the City of Denton, Texas and SGS Witter have a mutual desire to
further extend said Agreement and the First Amendment to Professional Services
Agreement ("First Amendment") entered into on the 21st day of November, 2001 in order
to complete the services described and provided for in said Agreement, for an additional
period of time; no other provision is hereby affected by this amendment; and
WHEREAS, the First Amendment extended the term of the terms and provisions
of the Agreement from the date of the original Agreement November 7, 2000, until
November 7, 2002; and
WHEREAS, the CITY and SGS Witter mutually desire to further extend the
period of performance for all provisions of said Agreement until such time as the work
performed by SGS Witter pursuant to said Agreement is completed, or until the funds
originally provided for in said Agreement are exhausted, whichever event shall first
OCCur.
NOW THEREFORE, the City of Denton, Texas and the firm of SGS Witter, Inc.
(hereafter collectively referred to as the "PARTIES"), in consideration of their mutual
promises and covenants, as well as for other good and valuable considerations, do hereby
AGREE to the following second amendment to the terms and conditions of the
Agreement, to wit:
That Article IV.B. of the Agreement provides for extension, by the CITY, of the
Agreement for an additional one-year term upon the completion of the term of the
Agreement, by a written amendment thereto, approved by the duly-authorized officers
and representatives of the CITY and SGS Witter.
II.
That sentence number one of Article IV.A. of the Agreement provides that:
· "This Agreement provides for a one-year term."
HI.
That the provisions of sentence number one of Article 1V.A. of the Agreement
shall instead read:
"This Agreement shall be effective on the 7th day of November 2000, and shall be
extended and effective until such time as the work performed by SGS WiRer
pursuant to said Agreement is completed, or until the funds originally provided
for in said Agreement are exhausted, whichever event shall first occur."
That this First Amendment to the Agreement shall be ratified and effective as of
November 7, 2002.
The PARTIES agree, that except as specifically provided for by this Second
Amendment to the Agreement, that all of the terms, covenants, conditions, agreements,
rights, responsibilities, and obligations of the parties set forth in the Agreement, shall
remain in full force and effect.
IN WITNESS WHEREOF, the City of Denton, Texas and the firm of SGS Witter,
Inc. have executed this Second Amendment to Professional Services Agreement, in (4)
original counterparts, by and through their respective duly authorized representatives and
officers on tiffs the ~¥~, day of December, 2002.
"CITY"
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
By:
2
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
"SGSWITTER"
SGSWITTER, INC.
A Co~oration
ATTEST:
S:\Our Doeuments~Contxaets\02\SCJS Witter Second Amended PSA-Engrg Svcs-Further Exm.doe