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HomeMy WebLinkAbout1996-125E \WPD0CS\0RD\EMI AMID ORDINANCE NO qjP-10? AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH RESOURCE MANAGEMENT INTERNATIONAL ("RMI") BY ADDING A TASK ORDER AND AUTHORIZING ADDITIONAL COMPENSATION, AND PROVIDING AN EFFECTIVE DATE SECTION I That the City Manager is hereby authorized to execute an amendment to the contract with Resource Management International ("RMI") in substantially the form of Task Order No 96-02, which is attached to and made a part of this ordinance for all purposes, by adding additional tasks and an additional amount not to exceed $30,000 for the additional services to be performed by RMI SECTION II That the expenditure of funds as set forth in the attached Task Order No 96-02 is hereby authorized SECTION III That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the ,52L day of 1996 JAC MILLER, MAYOR ir ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CIT ATTORNEY f BY i u AAA03W, STATE OF TEXAS COUNTY OF DENTON PROFESSIONAL SERVICES AGREEMENT This Agreement is entered into this 1st day of December 1995, by and between Resource 5 Management International, Inc ("RMI"), a California corporation, and City of Denton, Texas ("City"), a Texas municipal corporation with its principle office at 215 East McKinney Street, Denton, Texas, 76201, for professional and related services to be provided to City, both parties acting by and through their duly authorized representatives SCOPE OF SERVICES RMI shall provide to City the services set forth in individual Task Orders made attachments to this Agreement, including without limitation, Task Order No 95-01 "Regulatory Support Services" which is made a part of this Agreement for all purposes II FEES FOR SERVICES For services provided by RMI to City pursuant to this Agreement, 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 $5,000 unless the City agrees by an amendment to this Agreement to increase the maximum fee for services III BELLING 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 subject to a late payment charge equal to the lesser of one and one-half (lih) 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 determined 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 PAGE 1 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 INDEPENDENT CONTRACTOR RMI shall provide services to City as an independent contractor, not as an employee of City RMI shall not have or claim any right ansing 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 AGREEMENT (a) Unless otherwise terminated as provided herein, this Agreement shall become effective upon execution by the parties and shall terminate when (1) 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 accordance 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 Aggr�eement may be terminated in whole or in part in the event of either party substantiallyfail�n€o 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 terminating 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 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 PAGE 2 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 may be requested in writing by City, the cost of which will be reimbursed by City (c) PM 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 9 � (a) RMI shall indemnify and hold harmless City, its directors, facers, partners, agents, and employees from and against any and all liability, claims, demai4s, damages, losses, and expenses, including but not limited to attorney's fees, for which RM resulting from negligent acts, errors, or omissions by RMI, its directors, officers, agents, and effiployees 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 P 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 (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 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, ansing 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 PAGE 3 VIII tS 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 AMENDMENT All changes or modifications to this Agreement shall be in writing and signed by both parties 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 PAGE 4 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, avid agreements which may have been made in connection with the subject matter hereof XV SEVERABH,ITY 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 enforceable 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 To RMI- Resource Management International, Inc P 0 Box 15516 Sacramento, CA 95852-1516 Copy to, Resource Management International, Inc 8310 Capital of Texas Hwy North, Suite 385 Austin, Texas 78731 To City Executive Director, Department of Utilities City of Denton, Texas 715 E McKinney Street Denton, Texas 76201 (b) All notices shall be deemed effective upon receipt by the party to whom such notice is given PAGE 5 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 responsibility 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 Resource Management International, Inc , WMAVV5. M�'OJR�;( Approved As To Form By i Herbert L Prouty City Attorney PAGE 6 ATTACHMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN RESOURCE MANAGEMENT INTERNATIONAL, INC AND THE CITY OF DENTON, TEXAS DATED DECEMBER 1, 1995 TASK ORDER NO 95-01 REGULATORY SUPPORT SERVICES Services provided under this Task Order will provide assistance to the City of Denton, Texas (City) in their efforts to be informed on activities under way at the Public Utility Commission of Texas (PUC) related to restructuring in the electric industry The scope of services will involve a range of potential activities Task A includes services to be provided on an as needed basis to assist the City in various activities corresponding to projects under way at the PUC Tasks B and C relate to activities providing information on current activities at the PUC Task A Provide additional activities as requested which may include 1 Assistance in preparing remarks to the Commission 2 Assistance in interpreting rules, particularly those which have changed as a result of Senate Bill 373 and the related changes to the Public Utility Regulatory Act 3 Arrange for meetings with PUC staff for the City to discuss issues of interest 4 Miscellaneous regulatory services as requested Task B Provide the City information of scheduled activities at the PUC relating to the following projects relating to restructuring of the Texas utility market • Project 14045 - Transmission Access and Pricing • Project 14400 - Integrated Resource Planning Rule • Project 15000 - Electric Industry Restructuring • Project 15001 - Stranded Costs • Project 15002 - Scope of Competition PAGE 7 Task C Provide copies to the City of information from these projects for the C►ty's review The information to be provided will include that received by RMI as a party to these proceedings and other documents as they are identified Charges for these services will not exceed $5,000 for time and expenses under this Task Order authorization This Task Order is authorized and made an attachment to the above identified Professional Services Agreement through the signatures below Authorized by City of Denton, Texas WE NAMOUldomm. I ;d1d Accepted by Resource Management International, Inc PAGE 8 EXHIBIT A FEES FOR SERVICES 1995 Professional and support services, except for testimony, shall be billed at the following rates Managing Executive Consultant $152 per hour Principal Executive Consultant $137 per hour Executive Consultant $131 per hour Principal Consultant $121 per hour Supervising Consultant $108 per hour Senior Consultant $ 98 per hour Associate Professional $ 85 per hour Analyst $ 75 per hour Research Assistant $ 57 per hour Technician $ 49 per hour Office Services $ 45 per hour The above rates shall be adjusted each year, commencing January 1,1996, to reflect the change in rates officially established by the RMI Board of Directors Testimony shall be billed at not less than eight (8) hours per day Reproduction, 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 cost Automobile mileage shall be billed at $0 25 per mile City shall reimburse RMl for any applicable sales tax imposed on services rendered by RMI to City A-1 ATTACHMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN RESOURCE MANAGEMENT INTERNATIONAL, INC AND THE CITY OF DENTON, TEXAS DATED JANUARY 26, 1996 TASK ORDER NO 96-01 REGULATORY SUPPORT SERVICES PROJECTS 15000, 15001, 15002 Services provided under this Task Order will provide assistance to the City of Denton, Texas (City) in the following Projects currently under way at the Public Utility Commission of Texas (PUC) • Project 14045 - Transmission Access and Pricing • Project 14400 - Integrated Resource Planning Rule • Project 15000 - Electric Industry Restructuring • Project 15001 - Stranded Costs • Project 15002 - Scope of Competition The scope of services includes five docketed projects because of the interrelated nature of these proceedings Primary focus will be on Project 15001 Stranded Costs The purpose of RMI's assistance will be to keep the City informed of the various activities under way at the PUC and assist the City in evaluating the various issues being addressed by the PUC in response to changes in the Public Utility Regulatory Act (PURA 95) The work in association with the stranded cost docket will focus on attending and participating in ongoing PUC hearings and workshops and assisting the City in developing and defending positions which benefit the City The extent of work in other dockets will be at the direction of the City SCOPE OF SERVICES Task A Evaluation of City's position with regard to stranded cost RMI will review the City's potential exposure to stranded costs to assist in developing the City's position on this issue The review will include consideration of the City's position with respect to its obligations in TMPA Potential exposure to both wholesale and retail stranded costs will be reviewed Wholesale will be considered both from the perspective of a seller and purchaser of wholesale power Retail will look at exposure of generation and distribution costs RMI proposes a half day meeting of interested TMPA cities to discuss stranded costs and how it could affect TMPA as well as the individual cities RMI will use spreadsheet models using the Lost Revenues Approach and the ECOM Approach being proposed by PUC and other parries to calculate stranded cost exposure Task B Keep City updated regarding activities at the PUC 1 Keep City informed of dates and times of activities in these proceedings 2 Attend open meetings and stranded cost workshops and technical committee meetings to stay informed on stranded cost issues in order to provide guidance to City on these issues 3 RMI will brief City representatives on those meetings which they do not personally attend and will be available to meet with the utility board to update them on activities at the PUC and discuss the City's exposure and positions 4 Review, on a limited basis, parallel proceedings at the Federal Energy Regulatory Commission (FERC) and the California Public Utility Commission on issues as they affect this states investigation into stranded costs and determine where there are positions being taken that may affect the City if adopted in Texas 5 Maintain knowledge of positions being taken by sirrularly situated parties in Texas and in the nation 6 Review technical papers on subject as needed to stay informed and help develop strategy for City's position 7 Work with other parties as necessary to understand stranded cost proposals and positions of those parties 8 Form alliances with parties whose positions are aligned with the City's position in order to gam acceptance at the PUC 9 Keep City's representatives informed on issues, discuss strategies and assist as needed to provide full representation at PUC in these proceedings Task C Provide assistance in evaluation of positions of other parties and presenting City's position to PUC FM will review comments of other parties to stranded cost proceeding and discuss positions with City's representatives Comments will be filed at PUC in response to the PUC's Request For Comments, as issued from time to time RMI will work with City in preparing those comments RMI will be available to respond to staff and Commissioner's questions both informally and through workshops The spreadsheet models being proposed will be evaluated and changes will be proposed to the PUC through comments and workshops where appropriate Task D Copies of documents from these projects (when not provided directly) and other sources as requested by City will be provided The information to be provided will include documents that are received by RMI as a party to these various proceedings and other documents as they are identified BUDGET Charges for these services is estimated to be $50,000 for time and expenses Because of the evolving nature of these proceedings, the actual costs may vary depending on the extent of additional hearings, comments and workshops This budget is established as an initial budget, and may be evaluated at anytime by RMI or the City It is understood that this budget is a total for these services and the actual costs paid by the City will be its prorata share of the total billing The prorata share will be determined by equally dividing the costs among the four Texas Municipal Power Agency (TMPA) cities RMI will bill monthly and will not exceed the $50,000 initial budget without approval from the City and other participating cities This Task Order is authorized and made an attachment to the above identified Professional Services Agreement through the signatures below Authorized by Accepted by City of Denton, Texas By *v¢. Dated Resource Management International, Inc ATTACHMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN RESOURCE MANAGEMENT INTERNATIONAL, INC AND THE CITY OF DENTON, TEXAS TASK ORDER NO 96-02 ECOM FILING PROJECT 15001 Services provided under this Task Order will provide assistance to the City of Denton, Texas (City) by preparing the filing for stranded cost to be filed June 17, 1996 at the Public Utility Commission of Texas (PUC) The scope of services includes time for work with PUC staff discussing issues specific to the TMPA Cities, discussions with Denton and other TMPA member cities and TMPA staff as necessary to gather and prepare information for the filing The information from this work will be used for the stranded cost filing and also to provide a basis for Denton's competitive assessment strategic planning process SCOPE OF SERVICES Task A Gathering of Data For Filing Model RMI will perform a detailed review of the Excess Cost Over Market (ECOM) model and filing requirements RMI will meet with PUC staff to discuss issues related to the filing specific to the operation of the Texas Municipal Power Pool (TMPP) Through these discussions it will be determined whether Denton's stranded costs should be calculated using TMPP units and dispatch or Denton's own resources 3 Operational and cost data will be gathered on generation units owned by Denton and TMPA for the filing This data will be supplied by Denton and TMPA 4 Denton's existing load forecast will be used for sales input to the ECOM model 5 Denton's and TMPA fuel supply contracts will be reviewed to gather information on future fuel costs Fuel projections for each unit will be made To extent fuel projections are available for Denton and TMPA units, those fuel projection will be reviewed and used for the filing 6 RMI will use a production cost model or spreadsheet model to develop generation costs Whether the production cost model or a spreadsheet model is used will depend on PUC criteria and availability of data within time frame Task B Preparation of ECOM Filing Package RMI will input all generation, load and cost data to the model RMI will produce the 54 runs required for the filing This includes printed results for the six scenarios using three efficiency assumptions and three market price assumptions for a combined 54 runs The filing package will be completed and the results discussed with Denton staff The model, printed results and necessary documentation will be filed with the PUC BUDGET RMI will perform these services on a time and expense basis All work will be billed on a monthly basis in accordance with the Professional Services Agreement and the hourly rate schedule for the current year Charges for these services are projected to be $30,000 for time and expenses This projection of costs is based on RMI's assumptions regarding availability of data from TMPA and the City Should the scope of this project be changed due to availability of data or changes in requirements from PUC as a result of their on -going review process, RMI will notify the City of any need to adjust the budget RMI will bill monthly and will not exceed this budget without approval from the City This Task Order is authorized and made an attachment to the above identified Professional Services Agreement through the signatures below Authorized by City of Denton, Texas By Dated Accepted by Resource Management International, Inc