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HomeMy WebLinkAbout1997-088J \WPD0CS\0RD\RK1DAILY ORD ORDINANCE NO. 9 % - 099 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT (FOR DAILY SERVICES) WITH RESOURCE MANAGEMENT INTERNATIONAL ("RMI") PROVIDING FOR CONSULTING SERVICES RELATED TO ELECTRIC RESTRUCTURING; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION I. That the City Manager is hereby authorized to execute a professional services agreement providing for daily services for consulting services related to electric restructuring with Resource Management International ("RMI"), a copy of which agreement is attached hereto and incorporated herein. SECTION II. That the expenditure of funds as provided in the attached agreement is hereby authorized. SECTION III. That this ordinance shall become effective immediately upon its passage PASSED AND APPROVED this ATTEST• JENNIFER WALTERS, CITY and approval. the t day of % J , 1997. JA R MILLER, MAYOR BY: C APPRO ED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY BY: "A I a V STATE OF TEXAS COUNTY OF DENTON PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is entered into this � t day of 2hA& �c=: , 1997 by and between Resource Management International, Inc ("RMI"), a California corporation, and the City of Denton, Texas ("City"), a Texas municipal corporation with its principal office at 215 East McKinney Street, Denton, Texas, 76201, for professional and related service to be provided to City, both parties acting by and through their duly authorized representa- tives I SCOPE OF SERVICES RMI shall provide to City professional consulting services pertaining to electric utility restructuring RMI and the City agree that, because of the unpredictability and urgency of Public Utility Commission ("PUC") and Texas legislative events impacting upon the City's electric utility requiring immediate attention by City staff, RMI shall provide such professional services and technical support, upon City's request, which shall relate to PUC and Texas legislative activities relating to electric restructuring as well as other issues evolving therefrom and related thereto, including without limitation, power marketing issues, stranded cost issues, pricing issues, and TMPA issues II FEES FOR SERVICES For services provided by RMI to City pursuant to this Agree- ment, City shall pay RMI in accordance with the rates and charges set forth in Exhibit A, "Fees for Services", attached hereto and made a part of this Agreement for all purposes, provided however such charges and rates shall not exceed $1,000 per day, and in the aggregate, shall not exceed $25,000, unless the City agrees by an amendment to this Agreement to increase the maximum fee for services III BILLING AND PAYMENT RMI shall submit a monthly statement to City setting forth the amount due for services and itemizing amounts due for expenses City shall pay the full amount of such statement within thirty (30) days after receipt Any sums billed, not disputed in written form setting forth specific exceptions and unpaid after thirty (30) days from the date of receipt, shall be sub3ect to a late payment charge equal to the lesser of one and one-half (1-1/2) percent or the maximum rate permitted by law, for each month or fraction thereof past due Nothing contained in this article shall require the City to pay for any work which is unsatisfactory as reasonably deter- mined by the Executive Director of Utilities for the City or which is not submitted in compliance with the terms of this contract Nor shall any late charge apply to any such unsatisfactory or disputed work The City shall not be required to make any payments to RMI when RMI is in default under this Agreement IV T CONTRACTOR RMI shall provide services to City as an independent contrac- tor, not as an employee of City RMI shall not have or claim any right arising from employee status RMI agrees to perform the services hereunder in connection with the project as stated in the sections to follow with diligence and in accordance with the highest professional standards obtained for such services in the State of Texas V TERM AND TERMINATION OF (a) Unless otherwise terminated as provided herein, this Agreement shall become effective upon execution by the parties and shall terminate when (i) the services provided for herein have been fully and completely performed or (ii) December 31, 1998, whichever occurs first This Agreement may be sooner terminated in accor- dance with the provisions hereof Time is of the essence in this Agreement RMI will make all reasonable efforts to complete the services set forth herein as expeditiously as possible to meet the schedule established by the City (b) Notwithstanding any other provision of this Agreement, either party may terminate this Agreement by giving thirty (30) days advance written notice to the other party (c) This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under the Agreement No such termination will be affected, unless the breaching party is given (1) written notice, delivered by certified mail, return receipt requested, of intent to terminate, and not less than thirty (30) calendar days to cure the failure, and (2) an opportunity for consultation with the terminat- ing party prior to termination (d) If the Agreement is terminated prior to completion of the services to be provided hereunder, RMI shall immediately cease all services and shall render a final bill for services to City within thirty (30) days after the date of termination, and City shall pay RMI for all services properly rendered and reimbursable expenses to Professional Services Agreement - Page 2 termination incurred prior to the date of termination in accordance with Section III Should the City subsequently contract with a new consultant for continuation of services on the project, RMI shall cooperate in providing information All documents prepared or furnished by RMI pursuant to this Agreement shall become the property of owner, but RMI may maintain copies of such documents for its use VI INSURANCE (a) RMI shall maintain in effect at its own expense, employer's liability insurance, one million dollars ($1,000,000) aggregate of comprehensive general liability insurance (bodily injury and property damage), five hundred thousand dollars ($500,000) aggregate of comprehensive automobile liability insurance (bodily injury and property damage) with respect to employees and vehicles assigned to the prosecution of work under this Agreement, and one million dollars ($1,000,000) aggregate of professional liability insurance RMI shall also maintain statutory worker's compensation insurance (b) RMI shall obtain and thereafter maintain in effect, if available, such additional insurance as may be requested in writing by City, the cost of which will be reimbursed by City (c) RMI shall furnish insurance certificates to evidence such coverages to City The City shall be named as an additional insured on such policies The certificates shall contain a provision that such insurance shall not be canceled or modified without thirty (30) days prior written notice to City VII LIABILITY (a) RMI shall indemnify and hold harmless City, its directors, officers, partners, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including but not limited to attorney's fees, for which RMI is determined to be legally liable resulting from negligent acts, errors, or omissions by RMI, its directors, officers, agents and employees in performance of services required by this Agreement Liability, claims, demands, damages, losses, or expenses resulting from the negligent acts, errors or omissions, whether active or passive, by City, its directors, officers, partners, agents, employees, are excluded from RMI's obligations pursuant to this paragraph (b) RMI's obligations to indemnify and hold City harmless shall be expressly limited to the proceeds of its applicable insurance coverage Professional Services Agreement - Page 3 (c) In the event that City changes in any way or uses in another project or for other purposes any of the information or materials developed by RMI pursuant to this Agreement, RMI is released from any and all liability relating to their use in that project and to the extent allowed by law, City shall indemnify and hold harmless RMI, its directors, officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including but not limited to attorney's fees, arising out of such changes or use (d) Nothing in this Agreement shall be construed to create a duty to, any Standard of care with reference to , or any liability to any person not a party to this Agreement VIII SUCCESSORS IN INTEREST This Agreement shall be binding on, and inure to the benefit of, each party's successors in interest, including their heirs, legatees, assignees, and legal representatives IX WAIVER Any waiver at any time by either party of its rights with respect to a default under this Agreement, or with respect to any other matters arising in connection with this Agreement, shall not be deemed a waiver with respect to any subsequent default or other matter X SEVERAL OBLIGATIONS Except where specifically stated in this Agreement to be otherwise, the duties, obligations, and liabilities of the parties are intended to be several and not joint or collective Nothing contained in this Agreement shall be construed to create an association, trust, partnership, or joint venture or impose a trust or partnership duty, obligation, or liability on or with regard to either party Each party shall be individually and severally liable for its own obligations under this Agreement XI All changes or modifications to this Agreement shall be in writing and Signed by both parties Professional Services Agreement - Page 4 XII GOVERNING LAW This Agreement shall be construed and interpreted according to, and the rights of the parties shall be governed by, the laws of the State of Texas Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas XIII ATTORNEY'S FEES If either party becomes involved in litigation arising out of this Agreement or the performance thereof, the prevailing party shall be entitled to reasonable attorney's fees, costs and expenses, in addition to any other relief to which that party may be entitled This provision shall be construed as applicable to the entire Agreement XIV ENTIRE AGREEMENT This agreement 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 and contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and unenforceable provision which comes as close as possible to expressing the intention of the stricken provision XVI NOTICES (a) Any notice, demand, information, invoice, report, or item otherwise required, authorized, or provided for in this Agreement, unless otherwise specified herein, shall be deemed properly given if delivered in person or sent by United States Mail, First Class postage prepaid Professional Servioae Agreement - Page 5 To RMI Resource Management International, Inc P 0 Box 15516 Sacramento, CA 95852-1516 Copy to Resource Management International, Inc 8310 Capital of Texas Highway N, Suite 385 Austin, TX 78731-1026 To City Executive Director, Department of Utilities City of Denton, Texas 215 E McKinney Street Denton, TX 76201 (b) All notices shall be deemed effective upon receipt by the party to whom such notice is given XVII RESPONSIBILITY FOR WORK Approval by the City shall not constitute nor be deemed a release of RMI, its employees, associates, agents, and consultants for the accuracy and competency of their designs or other work Nor shall approval be deemed to be an assumption of such responsi- bility by the City for any defect in the work prepared by RMI, its employees, subcontractors, agents, and consultants XVIII CAPTIONS The captions of this Agreement are for informational purposes only and shall not in any way affect the substantive terms or conditions of this Agreement XIX SIGNATURE CLAUSE The signatories hereto represent that they are authorized to enter into this Agreement on behalf of the party for whom they sign City of Denton, Texas i Professional Services Agreement - Page 6 Resource Management International, Inc ATTEST JENNIFER WALTERS, CITY SECRETARY BY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY BY �V'uu� Professional Services Agreement - Page 7 SENT BY RMI Austin , 3- 5-07 , 2 06PM , RMI Austin-8173827823 # 2/ 2 EXHIBIT A FEES FOR SERVICES RESOURCh MANAGEMENT INTERNATIONAL, INC. 1997 Professional and support services, except for testimony, shall be billed at the following rates Managing Executive Consultant $166 per hour Principal Executive Consultant $150 per hour Executive Consultant $142 per hour Pritcipal Consultant $131 per hour Supervising Consultant $116 per hour Senor Consultant $106 per hour Associate Professional $ 92 per hour Analyst Research Assistant $ 81 per hour $ 61 per hour Technician Office Services $ 53 per hour $ 49 per hour The above rates shall be adjusted each year, commencing January 1,1998, to reflect the change in rates officially established by the RMI Board of Directors TeAtimony shall be billed at not less than eight (8) hours per day Repraduchon, printing, Communications, computer services, and other miscellaneous support services shall be billed at rates for such services as determined from time to time and officially established by the RMI Board of Directors plus ten (10) percent All travel, food, lodging, and miscellaneous expenses, except automobile mileage, associated with the provision of services hereunder shall be billed at cosL Automobile mileage shall be billed at $0 30 per mile Client shall reimburse RMI for any applicable sales tax imposed on services rendered by RMI to Client A-1