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1999-279 NOTE. First Amendment - Ordinance No. 99-470 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO ENTER INTO SEPARATE PROFESSIONAL SERVICES AGREEMENTS WITH DIVERSIFIED UTILITY CONSULTANTS, INC TO PERFORM AUDITS AND FRANCHISE REVIEWS OF TXU ELECTRIC AND GAS AND COSERV GAS COMPANY, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Manager, after review by the Asmstant C~ty Manager for Fiscal & Mumclpal Services, has determined that it would be ~n the best interests of the City to rewew the current year franchise fee calculation and the past franchme fee calculation of TXU Electne and Gas ("TXU") due to the fact that the recent audit by D~vermfied Utthty Consultants, Inc indicated that TXU may owe the C~ty delinquent franchise fees, and the need to venfy the 1999 franchme fee payment under TXU's current franctuse, and WHEREAS, under Senate Bill 7, the C~ty must commence an audit of an electnc company's franchise pnor to September 1, 1999 on past franchme payments or ~t wall lose the opportunity to audit such franchise payments, and WHEREAS, CoServ Gas Company has made an initial revenue fihng which ~t would be ~n the pubhc ~nterest to review, NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1 That the City Manager is hereby authorized to enter into two separate Professional Services Agreements with Dlvermfied Utility Consultants, Inc, substantially m the form of the Professional Services Agreements attached, to perform audits and franchise reviews of TXU Electric and Gas and to review the proposed tanff and revenue requirements of CoServ Gas Company ~ That the City Manager ~s hereby authonzed to make the expenditures and take the actions set forth m the attached Agreements ~ That this ordmance shall become effective ~mmedlately upon its passage and approval AND APPROVED this the ~/~ day of ~,~__,~, 1999 PASSED JAILER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY HERBERT L PROUTY, CITY ATTORNEY Page 2 PROFESSIONAL SERVICES AGREEMENT FOR PROFESSIONAL SERVICES REGARDING COSERV GAS COMPANY'S PROPOSED TARIFF AND REVENUE REQUIREMENT STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT is made and entered into as of the day of , 1999, by and between the City of Denton, Texas, a Texas municipal corlJorai'lon, with its pnnclpal office at 215 East Mcganney Street, Denton, Denton County, Texas 76201, hereinafter called "OWNER" and Diversified Utility Consultants, Inc, with its corporate office at 12113 Roxle Drive, State ll0, Austin, Texas 78729, hereinafter called "CONSULTANT," acting herein, by and through their duly authorized representatives WITNESSETH, that m consideration of the covenants and agreements herein contmned, the panics hereto do mutually agree as follows EMPLOYMENT OF CONSULTANT The OWNER hereby contracts w~th the CONSULTANT, as an independent contractor, and the CONSULTANT hereby agrees to perform the services herein in connection with the ProJect as stated m the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services m the State of Texas The professional services set out herein are m connection with the following descnbed project The Project shall include, without limitation, investigation and analysis of CoServ Gas Company's ("CoServ") proposed tariff and revenue requirement to make a determination of the reasonableness of the lmtlal rates, based on analysis of that rate base, expenses, investment, and rate of return of CoServ, along with any other factors which would bear on the reasonableness of CoServ's rate request SCOPE OF SERVICES The CONSULTANT shall perform the following services in a professional manner A The CONSULTANT shall perform all those services as necessary and as described in the CONSULTANT's proposal to review CoServ's proposed tariff and revenue requirement dated August 19, 1999, with CONSULTANT's cost proposal, which is attached hereto as Exhibit "A" B CONSULTANT shall perform all those services set forth an an&vadual task orders, af any, which shall be attached to tbas Agreement and made a part hereof for all purposes as separate agreements C CONSULTANT wall meet w~th and submit status reports to the Assxstant City Manager for F~scal & Mummpal Servaces, Caty Attorney, and thear staffs, wall be avmlable for at least two C~ty Council meetings, and shall prowde a final report lndlcat~ng its recommendations as set forth an Exhibit "A" D If there ~s any conflmt between the terms of this Agreement and the exhibits attached to this Agreement, the terms and condltaons of this Agreement wall control over the terms and condatxons of the attached extnb~ts or task orders ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, ~f authorized by the OWNER, whmh are not ancluded m the above-described Basic Services, are described as follows A Appeanng before regulatory agencaes or courts as an expert watness an any htlgatlon, including, without hmltatlon, testimony m rate proceedings before the Texas Railroad Commission, the Public Uttht~es Commission, or other state and federal agencies B Any other additional services specffically requested by the OWNER not included w~thm the scope of this Agreement and xts exhibits ARTICLE 4 PERIOD OF SERVICE Thas Agreement shall become effective upon execution of thas Agreement by the OWNER and the CONSULTANT and upon issue of a notme to proceed by the OWNER, and shall remmn m force for the period which may reasonably be reqmred for the completaon of the Project, mchidlng Addxt~onal Serwces, ff any, and any reqmred extensxons approved by the OWNER, promded however, the ProJect shall be completed wathm 180 days of the date of the notxce to proceed, unless an extension of ttme is granted by the OWNER This Agreement may be sooner terminated an accordance w~th the provlsxons hereof Txme is of the essence an thru Agreement The CONSULTANT shall make all reasonable efforts to complete the servmes set forth hereto as expechttously as possible and to meet the schedule estabhshed by the OWNER m Exhlbat "A", actang through its Caty Manager or hxs desagnee Page 2 ARTICLE 5 COMPENSATION A COMPENSATION TERMS 1 "Subcontract Expense" xs defined as expenses incurred by the CONSULTANT m employment of others m outsade firms for servaces 2 "Dareet Non-Labor Expense" ~s defined as that expense for any assignment mcurred by the CONSULTANT for supphes, transportation and eqmpment, travel, eommumcatlons, subsastence, and lodging away from home, and s~mflar incidental expenses m connectton wath that assignment B BILLING AND PAYMENT For and in consaderataon of the professional servaces to be performed by the CONSULTANT hereto, the OWNER agrees to pay, based on the cost estamate detail at an hourly rate shown m Exhibit "B", July 30, 1999 letter from CONSULTANT to OWNER and attached manpower and cost reqmrements to provade revaew of CoServ's tariff and apphcable revenue requirement on behalf of OWNER, a total fee, mcluchng reambursement for direct non-labor expenses not to exceed $17,000 00 Partial payments to the CONSULTANT wall be made on the basis of detmled monthly statements rendered to and approved by the OWNER through its Assastant Caty Manager for Faseal & Mumcapal Servaees and its City Attorney or his designee, however, under no c~reumstanees shall any monthly statement for services exceed the value of the work performed at the tame a statement as rendered The OWNER may withhold the final five percent (5%) of the contract amount until completaon of the Project Notbang contained m thas Artaele shall requare the OWNER to pay for any work whaeh ~s unsatisfactory, as reasonably determmed by the City Manager or has desagnee, or whaeh is not submitted m eomphance w~th the terms ofthas Agreement The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT as an default under th~s Agreement It as speeafically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would reqmre additional payments by the OWNER for any charge, expense, or reambursement above the maxamum not to exceed fee as stated, wathout first havang obttuned written authonzataon from the OWNER The CONSULTANT shall not proceed to perform the services lasted in Article 3 "Additional Servaees," wathout obtaanmg prior written authorization from the OWNER C ADDITIONAL SERVICES For adthtaonal services authorized in wntang by the OWNER in Article 3, the CONSULTANT shall be paad based on the Schedule of Charges at an hourly rate shown an Exhtbtt "A" Payments for addatlonal services shall Page 3 be due and payable upon submission by the CONSULTANT, and shall be in accordance with subsection B hereof Statements shall not be submitted more frequently than monthly D PAYMENT If the OWNER fmls to make payments due the CONSULTANT for servmes and expenses within 60 days after receipt of the CONSULTANT's undisputed statement thereof, the amounts due the CONSULTANT will be ~nereased by the rate of one percent (1%) per month from the said sixtieth (60th) day, and, in addmon, the CONSULTANT may, after gavmg seven days' written notice to the OWNER, suspend services under tins Agreement until the CONSULTANT has been prod m full all amounts due for servaees, expenses, and charges, provided, however, nothmg here~n shall require the OWNER to pay the late charge of one percent (1%) set forth herein if the OWNER reasonably determmes that the work is unsatisfactory, in accordance w~th ttus Artacle 5, "Compensation" OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exerease reasonable care and due dlhgence m dlscovenng and promptly reportang to the OWNER any defects or defic~encles in the work of the CONSULTANT or any subcontractors or subconsultants OWNERSHIP OF DOCUMENTS All documents prepared or furmshed by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to thas Agreement are instruments of service, and shall become the property of the OWNER upon the tennlnataon of thas Agreement The CONSULTANT m entatled to ret~un cop~es of all such documents The documents prepared and furnished by the CONSULTANT are intended only to be apphcable to thru 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 any of the information or materials developed pursuant to this Agreement m another project or for other purposes than spemfied here~n, CONSULTANT ~s released from any and all habflity relatmg to their use ~n that project ARTICLE 8 INDEPENDENT CONTRACTOR CONSULTANT shall provide servaces to OWNER as an ~ndependent contractor, not as an employee of the OWNER CONSULTANT shall not have or chum any right arising from employee status Page 4 ARTICLE 9 INDEMNITY AGREEMENT The CONSULTANT shall indemnify and save and hold harmless the OWNER and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the OWNER, and including, without limitation, damages for bo&ly and personal injury, death and property damage, resulting from the negligent acts or omissions of the CONSULTANT or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement Nothing in this Agreement shall be construed to create a liability to any person who is not a party to flus Agreement, and nothing herein shall waive any of the parties' defenses, both at law or eqtuty, to any claim, eanse of action, or litigation filed by anyone not a party to this Agreement, mcludmg the defense of governmental lmmumty, which defenses are hereby expressly reserved ARTICLE 10 INSURANCE Dunng the performance of the services under this Agreement, CONSULTANT shall maintain the following msurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above A Comprehensive General Llablhty Insurance with bodily injury hmlts of not less than $500,000 for each occurrence and not less than $500,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate B At~tomoblle Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident C Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Llablhty Insurance with limits of not less than $100,000 for each accident D Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate E The CONSULTANT shall furnish insurance certificates or insurance policies at the OWNER's request to evidence such coverages The insurance policies shall name the OWNER as an additional ansured on all such policies, and shall contain a provision that such insurance shall not be canceled or modified without 30 days' prior written notice to OWNER and CONSULTANT In such event, the CONSULTANT shall, prior to the Page 5 effective date of the change or cancellatxon, serve substitute pohc~es furmshmg the same coverage ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The part, es may agree to settle any dmputes under this Agreement by submxttmg the dxspute to arb~tratxon or other means of alternate dispute resolution, such as medlatxon No arb~tratxon or alternate dispute resolution ansxng out of or relating to th~s Agreement, ~nvolwng one party's d~sagreement, may include the other party to the disagreement wxthout the other's approval TERMINATION OF AGREEMENT A Notw~thstandmg any other provision of thxs Agreement, exther party may terminate by g~wng 30 days' advance written notice to the other party B Tlus Agreement may be tennmated in whole or ~n part xn the event of e~ther party substantmlly falhng to fulfill ~ts obhgatxons under th~s Agreement No such termxnat~on will be affected unless the other party is gxven (1) written not, ce (dehvered by certxfied mtul, return reeexpt requested) of xntent to termmate and settmg forth the reasons specifying the non-performance, and not less than 30 calendar days to cure the failure, and (2) an opportumty for consultation w~th the terminating party prior to tennmatxon C If the Agreement is termmated prior to completxon of the services to be prowded hereunder, CONSULTANT shall xmmedmtely cease all services and shall render a final bill for services to the OWNER w~thln 30 days after the date of termination The OWNER shall pay CONSULTANT for all servmes properly rendered and satisfactorily performed and for reimbursable expenses to term~natxon incurred prior to the date of termmatton, m accordance w~th Artxcle 5 "Compensatxon" Should the OWNER subsequently contract wxth a new consultant for the contmuat~on of services on the ProJect, CONSULTANT shall cooperate m provldmg mformatxon The CONSULTANT shall turn over all documents prepared or fumxshed by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termmatxon, but may mmntmn cop~es of such documents for ~ts use ARTICLE 13 RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the respons~blhty and liability of the CONSULTANT, ~ts employees, assocmtes, agents, subcontractors, and subconsultants for the accuracy and competency of their desxgns or other work, nor shall such approval be deemed to be an assumption of such responslbflxty by the Page 6 OWNER for any defect in the desl~ll or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants NOTICES All hermes, communications, and reports reqmred or permitted under this Agreement shall be personally dehvered or totaled to the respective part,es by depositing same m the Umted States mml to the address shown below, certified marl, return receipt requested, unless otherwise specified hercm Mailed notices shall be deemed communicated as of three days' mmhng To CONSULTANT To OWNER Jack Pous City of Denton Diversified Utthty Consultants, Inc Herbert L Prouty, City Attorney 12113 Roxle Dnve, Suite 110 215 East McK~nney Austin, Texas 78729 Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such noUce ~s g~ven, or w~thm three days' mathng ARTICLE 15 ENTIRE AGREEMENT Tlus Agreement, consisting of ten pages and two exhibits, constitutes the complete and final expression of the agreement of the partxes, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotmtions, d~scusslons, communications, and agreements wluch may have been made in connection wxth the subject matter hereof SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent junsdmt~on to be invalid or unenforceable, it shall be considered severable from the remainder of th~s Agreement and shall not cause the remmnder to be ~nvahd or unenforceable In such event, the parties shall reform thas Agreement to replace such stricken provision with a valid and enforceable prows~on which comes as close as possible to expressing the retention of the stricken provimon, Page 7 ARTICLE 17 COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended ARTICLE 18 DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discnmmate against any person on the basis of race, color, rehgaon, sex, national origin or ancestry, age, or physical handicap ARTICLE 19 PERSONNEL A The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER CONSULTANT shall inform the OWNER of any conflict of mterest or potential conflict of interest that may arise dunng the term of this Agreement B All services required hereunder will be performed by the CONSULTANT or under its supervision All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services ARTICLE 20 ASSIGNABILITY The CONSULTANT shall not assign any interest in this Agreement, and shall not transfer may interest in flus Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER ARTICLE 21 MODIFICATION No waver or modification of flus Agreement or of any covenant, condition, or hmltatlon hereto contaned shall be valid unless m writing and duly executed by the party to be charged therew~th~ and no evidence of any waver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or, obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed, and the parties further agree that the provisions of this section will not be waived unless as set forth herein P~e8 ARTICLE 22 MISCELLANEOUS A The following exhxblts are attached to and made a part of this Agreement A - Letter of August 19, 1999, wxth CONSULTANT's cost proposal, B - July 30, 1999 letter from CONSULTANT to OWNER B CONSULTANT agrees that OWNER shall, untd the expiration of three years after the final payment under tlus Agreement, have access to and the right to examine any directly pertinent books, documents, papers, and records of the CONSULTANT involving transactions relating to this Agreement CONSULTANT agrees that OWNER shall have access dunng normal working hours to all necessary CONSULTANT facilities and shall be provided adequate and appropriate working space ~n order to conduct audits in compliance wxth tins section OWNER shall g~ve CONSULTANT reasonable advance notice of ~ntended audits C Venue of any stat or cause of action under this Agreement shall lie exclusively in Denton County, Texas This Agreement shall be construed xn accordance with the laws of the State of Texas D For the purpose of this Agreement, the key persons who wall perform most of the work hereunder shall be Jack Pous, Dan Lawton, Ruth Runyon Wenzel, and Sara Coleman However, notlung herexn shall hmxt CONSULTANT from using other qualified and competent members of ~ts firm to perform the services mqmred herein E CONSULTANT shall commence, carry on, and complete any and all projects w~th all applicable chspatch, ~n a sound, economical, and effiment manner and in accordance w~th the provisions hereof In accomphshmg the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved ~s properly coordinated with related work being earned on by the OWNER F The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's disposal all avmlable information pertinent to the ProJect, including prewous reports, any other data relative to the ProJect, and arranging for the access thereto, and make all prowsions for the CONSULTANT to enter ~n or upon pubhc and private property as required for the CONSULTANT to perform servmes under this Agreement G The captions of thru Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of thts Agreement 1N WITNESS HEREOF, the C~ty of Denton, Texas has caused this Agreement to be executed by ~ts duly authorized C~ty Manager, and CONSULTANT has execute~;~th~s A ~p~reement thro}I~.gh its duly anthonzed undersigned officer on this the r-~t9~ day of ~//~/~t~ , 19j~Z__ Page 9 ATTEST JENNIFER WALTERS, CITY SECRETARY DIVERSIFIED UTILITY CONSULTANTS, INC WITNESS Page 10 EXHIBIT "A" C OI~ISITLTAI~I~ S, II~. August 19, 1999 Herbe~ L Prouty ~0~ 2 0 ~ C~ty Attorney C~ty of Denton Cl~ O~ D~N~ON 215 East McK~ey kgSAk DEPT Denton, Texas 76201 De~ Mr Prouty D~versffied Unhty Consult~ts, Inc ("DUCI") appreciates the C~ty of Denton's ("C~ty") request to have DUCI rewew CoSe~ Gas Comp~y's ("CoSec") tmff ~d requested rates CoSe~ ~s a new gas comply whmh presented a tariff to the City based on its estimate of costs over 30 ye~s DUCI ~s a Texas Co.oration located in Austin, Texas, w~th a local as well as mtemanonal chent b~e DUCI's perso~el have extensive, c~ent ~d relev~t Texas g~ ~d electric unhty rate regulation experience necessaw to rewew the ~ssues ~n CoServ's tariff fihng Another major reason DUCI xs quahfied to perfo~ a thorough analyms of CoSe~'s t~ff ~s our recent experience conducting ~ ~alysm of TXU-G's proposed rate increase m the C~ty As such, DUCI h~ experience working w~th the C~ty staff ~d working w~thm the t~me constraints set by the Cay As a new comply, CoSe~ has made m~y ass~pUons ~n developing ~ts rates W~th DUCI's extenmve ratem~mg background it will be able to ~alyze the assumptions for reasonableness, precedence ~d comphance with the Railroad Comm~ssmn of Texas ("RCT") Subst~txve Rules DUCI ~s proposmg to perfo~ the followmg general gmdehnes in the analys~s of CoSe~'s tariff COSERV'~R~O~TARIFF AND~VENUE ~QUl~MENT · Complete analyms of the Comp~y's documented revenue reqmrements · Data request ~d dlscusmons with the Company to dete~me its actual revenue requirements · Rewew the Comp~y's expenses, revenue calculation, rate base and deprematlon ~ounts requested Herbert L Prouty Page 2 August 19, 1999 · Review each of CoServ's assumptions for reasonableness and comphance to RCT Rules · Verify allocation of costs between electric and gas and ensure they are properly separated · Verify that gas customers are charged for only their fmr share of costs · Determine whether CoServ's rates are d~scnm~natory to TXU-G's · Prepare a revenue reqmrement that ~s ~n compliance w~th the RCT roles · Develop rates based on data received · Prepare report to the City of DUCI's find,ngs These are only meant to prowde a general outline ofDUCI's analys~s DUCI will perform additional analysis on CoServ, as needed Another factor that will affect our analysis ~s the cooperation that we receive from the Company's I hope tins has prowded a general understandtng of the approach DUCI ~ntends on pursmng If you have any questions, please do not hesitate to contact us We look forward to working with you Smcerely, 07/30/1~99 10:54 51225722~3 DUCI EXHIBIT "B" CONSUlTerS. n c. ~y 30, 1999 Herbert L Pfouty C~ty A~tom~y C~ty of Denton Denton~ Tex~s 76201 De. Mr Prout~ ("LSGC") ~se fee c~a~o~ ~r ~ ~t ye~, LSGC's ~sc fe~s pard m ~e p~t to ~mrcm~m ~ ~ ~te ~ ~c ~ ofLS~'s c~t y~ ~c fee c~c~uon ts b~ on of~ ~ to ~vel ~ D~ton, ~e cost ~ay be clos~ to $4,000, The cost es~c m ~ LS~'s p~t ~m~se f~ r~mres ~sc~ ~d some co~ ~m ~e Compmy DU~ will m~e ~ effo~ to v~ whether LS~ h~ prod the p~p~ ~c~se fee ~ ~e Ci~ ~e ~ price ~pos~ relat~ ~ DUC~s ~ew of Cos~ G~ Comp~y's propos~ P~ o~ p~,na~ r~l~ of Cos~'s ~uest, it ~pe~s ~e md ~phc~le ~u~ ~m~t ~s m not p~d ~ Ducrs op~, to ~pt mt~ b~ ~ ~ es~at~ costs of Cosc~ LS~ LS~ ~d cl~ m~ ~e ~mma~ ~e ~os~ ~hmp~tcs w~g closely ~ Cos~ ~d d~el~g r~es ~t ~ ~ md f~o~ble b~ on ~o~ ~d m~lc cos~ to sub~t ~s ~pos~ We ~ prep~ We would l~c to ~ you for ~lo~ DUCI completc ~c p~]~t m to ~ce work ~ ~s ~ect ~la~ly upon sel~ton, ~d wo~d a ~m~ly ~ e~c~t ~, Shoed ~ ~ve ~y qu~o~ wl~ ~$~ to t~s proposM or o~er ma~, pl~e feel ~e to ~n~t Dm La. on at (512)257-2500 07/30/i999 i0 54 5i2257224~ 9UCI PAGE 05 PRICE PROPOSAL MANPOWER AND COST REQUIREMENTS TO PROVIDE REVIEW OF COSERV GA8 COMPANY'S TARIFF AND APPLICABLE REVENUE REQUIREMENT ON BEHALF OF THE CITY OF DENTON CHARGE HOURLY CHARGES TOTAL ~ .ouRs ~ I l PRINCIPAL Dan Lawton 20 $125 $2,500 Jack Pous 30 $125 $3,750 SR cONSULTANT 8ara Coleman go $100 $9,00D TOTAL LABOR 140 '~ REQUIREMENT CHARGE CHARGE~I TOTAL Printing $0 10 Per Copy $325 00 Computer QI0 per Hour SS00 00 Postage Estimated $125 00 Phone E.~tlmated $126 00 Air Travel 2 T~ps to Denton ~400 00 Transportation ~/'5 00 Hotel & Meals Estimated $200 O0 TOTAL EXPENSE JJ~,,EJL~Q GRAND TOTAL ~ PROFESSIONAL SERVICES AGREEMENT FOR PROFESSIONAL SERVICES REGARDING TXU ELECTRIC AND GAS CURRENT YEAR AND PREVIOUS YEAR FRANCHISE FEE CALCULATIONS STATE OF TEXAS § CO T¥ OFD ON THIS AGREEMENT is made and entered into as of the ~ day of ~~, 1999, by and between the City of Denton, Texas, a Texas mumclpal corporatlo~, with its pnnclpal office at 215 East McKmney Street, Denton, Denton County, Texas 76201, hereinafter called "OWNER" and Diversified Utthty Consultants, Inc, w~th ~ts corporate office at 12113 Roxle Drive, State 110, Austin, Texas 78729, hereinafter called "CONSULTANT," acting herein, by and through their duly authorized representatives WITNESSETH, that m consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows ARTICLE 1 EMPLOYMENT OF CONSULTANT The OWNER hereby contracts with the CONSULTANT, as an independent contractor, and the CONSULTANT hereby agrees to perform the services here~n in connection with the ProJect as stated in the sections to follow, with diligence and in accordance w~th the highest professional standards customarily obtmned for such services in the State of Texas The professional services set out herein are m connection with the following described project The ProJect shall include, without hm~tatlon, investigation and analysis of TXU Elecmc and Gas' ("TXU") current franchise fee calculations under the current franchise with OWNER, TXU's past franchise fee calculations, and to perform an audit on TXU's franchise with the OWNER m accordance with Senate Bill 7, along with any other services which would be necessary to perform such audits and francluse fee calculations ARTICLE 2 SCOPE OF SERVICES The CONSULTANT shall perform the following services m a professional manner A The CONSULTANT shall perform all those servmes as necessary and as described in the CONSULTANT's letter proposal dated August 19, 1999, with CONSULTANT's cost proposal, which is attached hereto as Exhibit "A", to rewew the various TXU current and delinquent franchase fee calculations and TXU audit as set forth ~n Senate Bill 7 B CONSULTANT shall perform all those services set forth in Individual task orders, if any, wluch shall be attached to tlus Agreement and made a part hereof for all purposes as separate agreements C CONSULTANT will meet wtth and submit status reports to the Assistant Ctty Manager for Fiscal & Munmlpal Services, City Attorney, and thetr staffs, will be avmlable for at least two City Council meetings, and shall promde a final report lndmatlng its recommendations as set forth in the scope of work of Exhibit "A" D If there is any conflict between the terms of this Agreement and the exhibits attached to tlus Agreement, the terms and conditions of flus Agreement will control over the terms and conditions of the attached extublts or task orders ARTICLE 3 ADDITIONAL SERVICES Adrhtlonal servmes to be performed by the CONSULTANT, ~f authorized by the OWNER, which are not included in the above-described Bastc Services, are described as follows A Appeanng before regulatory agencies or courts as an expert witness tn any litigation, mcludmg, without hmltatton, testimony m rate proceedangs before the Texas Rmlroad Commission, the Public Utilities Commlsston, or other state and federal agencies B Any other adchtlonal services specifically requested by the OWNER not included wtthln the scope of this Agreement and its exhtblts ARTICLE 4 PERIOD OF SERVICE This Agreement shall become effective upon execution of thts Agreement by the OWNER and the CONSULTANT and upon issue of a notice to proceed by the OWNER, and shall remain tn force for the period which may reasonably be reqmred for the completion of the ProJect, including Addatlonal Services, tf any, and any reqmred extensions approved by the OWNER, provtded however, the Project shall be completed wtthln 120 days of the date of the notice to proceed, unless an extension of ttme is granted by the OWNER This Agreement may be sooner terminated m accordance with the provisions hereof T~me is of the essence m this Agreement The CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the OWNER in Exhtblt "A", acting through its Ctty Manager or his designee Page 2 ARTICLE 5 COMPENSATION A COMPENSATION TERMS 1 "Subcontract Expense" is defined as expenses ancurred by the CONSULTANT an employment of others m outside firms for services 2 "Direct Non-Labor Expense" is defined as that expense for any ass~gmnent incurred by the CONSULTANT for supplies, transportataon and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses an connectaon with that assignment B BILLING AND PAYMENT For and in consaderatlon of the professional services to be performed by the CONSULTANT herem, the OWNER agrees to pay, based on the cost estunate detml at an hourly rate shown in Exhibit "B", July 30, 1999 letter from CONSULTANT to OWNER and attached manpower and cost reqmrements, a total fee, including reimbursement for direct non-labor expenses not to exceed $13,500 00 Partml payments to the CONSULTANT wall be made on the basas of detmled monthly statements rendered to and approved by the OWNER through ats Assastant Caty Manager for Fiscal & Municipal Services and its City Attorney or has designee, however, under no c~rcumstanees shall any monthly statement for services exceed the value of the work performed at the t~me a statement as rendered The OWNER may withhold the final five percent (5%) of the contract mount until completaon of the Project Nothing contmned m thru Amcle shall reqmre the OWNER to pay for any work winch as unsatisfactory, as reasonably determmed by the City Manager or has designee, or which as not submitted m compliance w~th the terms of thas Agreement The OWNER shall not be reqmred to make any payments to the CONSULTANT when the CONSULTANT is in default under th~s Agreement It ,is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would reqmre addmonal payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, wathout first having obtained written authonzataon from the OWNER The CONSULTANT shall not proceed to perform the servaces listed in Article 3 "Additional Serwces,' wathout obtaining prior written authorization from the OWNER C ADDITIONAL SERVICES For addataonal services authorized m writing by the OWNER in Artmle 3, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown m Exhibit "B" Payments for addataonal services shall be due and payable upon submission by the CONSULTANT, and shall be in accordance Page 3 w~th subsection B hereof Statements shall not be submitted more frequently than monthly D PAYMENT If the OWNER fmls to make payments due the CONSULTANT for services and expenses w~tlun 60 days after receipt of the CONSULTANT's undisputed statement thereof, the mounts due the CONSULTANT will be ~ncreased by the rate of one percent (1%) per month from the smd sixtieth (60th) day, and, m addition, the CONSULTANT may, after giving seven days' written not,ce to the OWNER, suspend services under th~s Agreement until the CONSULTANT has been ptud in full all mounts due for servmes, expenses, and charges, prowded, however, nothmg here~n shall reqmre the OWNER to pay the late charge of one percent (1%) set forth here~n if the OWNER reasonably determmes that the work ~s unsatisfactory, in accordance w~th th~s Article 5, "Compensation" ARTICLE 6 OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercme reasonable care and due dthgence in dlscovenng and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants ARTICLE 7 OWNERSHIP OF DOCUMENTS All documents prepared or furmshed by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to this Agreement are ~nstmments of servme, and shall become the property of the OWNER upon the termlnat~on of th~s Agreement The CONSULTANT ~s ant~tled to retmn cop~es of all such documents The documents prepared and furmshed by the CONSULTANT are ~ntended only to be apphcable 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 any of the information or materials developed pursuant to th~s Agreement m another project or for other purposes than specffied herein, CONSULTANT ~s released from any and all habfl~ty relating to their use m that project .a~ItTICLE 8 INDEPENDENT CONTRACTOR CONSULTANT shall prowde 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 Page 4 ARTICLE 9 INDEMNITY AGREEMENT The CONSULTANT shall mdemmfy and save and hold harmless the OWNER and ~ts officers, agents, and employees from and against any and all habthty, claims, demands, damages, losses, and expenses, lneludmg, but not hm~ted to court costs and reasonable attorney fees recurred by the OWNER, and ~nclud~ng, w~thout hm~tat~on, damages for bodily and personal injury, death and property damage, resulting from the neghgent acts or ommsmns of the CONSULTANT or ~ts officers, shareholders, agents, or employees ~n the execution, operatmn, or performance of th~s Agreement Nothing m this Agreement shall be construed to create a habfl~ty to any person who ~s not a party to tlus Agreement, and nothing here~n shall waive any of the part~es' defenses, both at law or eqmty, to any clmm, cause of action, or ht~gat~on filed by anyone not a party to th~s Agreement, ~ncludmg the defense of governmental ~mmumty, whmh defenses are hereby expressly reserved INSURANCE Dunng the performance of the services under th~s Agreement, CONSULTANT shall malntmn the following insurance w~th an msurance company hcensed to do bus~ness ~n the State of Texas by the State Insurance Commission or any successor agency that has a rating w~th Best Rate Carriers 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 hm~ts of not less than $100,000 for each occurrence and not less than $100,000 m the aggregate B Automobile Lmbthty Insurance w~th boddy ~njury hm~ts of not less than $500,000 for each person and not less than $500,000 for each acmdant, and w~th property damage hm~ts of not less than $100,000 for each accident C Worker's Compensation Insurance ~n accordance w~th statutory reqmrements, and Employers' Lmbthty Insurance w~th hm~ts of not less than $100,000 for each accident D Professional L~abthty Insurance w~th hunts of not less than $1,000,000 annual aggregate E The CONSULTANT shall furnish ~nsurance certfficates or insurance pohcles at the OWNER's request to ewdance such coverages The insurance pohcles shall name the OWNER as an additional msured on all such pohcles, and shall contain a provision that such ~nsurance shall not be canceled or modified w~thout 30 days' prior written not,ce to OWNER and CONSULTANT In such event, the CONSULTANT shall, prior to the Page 5 effective date of the change or cancellation, serve substitute pohc~es fum~sNng the same coverage ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any d~sputes under this Agreement by submitting the dmpute to arbltrat~on or other means of alternate d~spute resolution, such as med~ation No arb~trat~un or altemato d~spute resolution arising out of or relating to this Agreement, ~nvolving one party's disagreement, may include the other party to the (hsagreement w~thout the other's approval ARTICLE 12 TERMINATION OF AGREEMENT A Notwithstanding any other provision of th~s Agreement, e~ther party may terminate by giving 30 days' advance written notice to the other party B This Agreement may be ternunated ~n whole or ~n part ~n the event of e~ther party substantially fmlmg to fulfill ~ts obhgat~ons under thru Agreement No such termination will be affected unless the other party ~s g~ven (1) written notice (dehvered by certffied marl, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than 30 calendar days to cure the failure, and (2) an opportunity for consultation with the terminating party prior to tenmnatlon C If the Agreement ~s terminated prior to completion of the servmes to be provided hereunder, CONSULTANT shall ~mmed~ately cease all servmes and shall render a final bill for servmes to the OWNER w~thm 30 days after the date of termination The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termmatton incurred prior to the date of termination, m accordance with Article 5 "Compensation" Should the OWNER subsequently contract with a new consultant for the continuation of servmes on the ProJect, CONSULTANT shall cooperate ~n providing ~nformation The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to th~s Agreement to the OWNER on or before the date of termination, but may mmntam cop~es of Inch documents for its use ARTICLE 13 RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not conmtute, nor be deemed a release of the responsibility and habfl~ty of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work, nor shall such approval be deemed to be an assumption of such respons~blhty by the Page 6 OWNER for any defect ~n the design or other work prepared by the CONSULTANT, ~ts employees, subcontractors, agents, and consultants NOTICES All notices, commumcat~ons, and reports reqmred or permitted under this Agreement shall be p0rsonally dehvered or mmled to the respective parties by depositing same m the Umted States mml to the address shown below, certified mall, return receipt requested, unless otherwise spemfied hereto Mtuled notices shall be deemed communmated as of three days' mmhng To CONSULTANT To OWNER Jack Pous C~ty of Denton D~verslfied Utility Consultants, Inc Herbert L Prouty, City Attorney 12113 Rox~e Drive, Suite 110 215 East McKanney Austin, Texas 78729 Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such not,ce is given, or w~thm three days' mmllng ARTICLE 15 ENTIRE AGREEMENT This Agreement, consmtlng of ten pages and two exhibits, constitutes the complete and final expression of the agreement of the parhes, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotmt~ons, dmcuss~ons, communications, and agreements whmh may have been made in connection w~th the subject matter hereof ARTICLE 16 SEVERABILITY If any proms~on of thxs Agreement ~s found or deemed by a court of competent junsrhctmn to be ~nvahd or unenforceable, it shall be considered severable from the remmnder of th~s Agreement and shall not cause the remainder to be mvahd or unenforceable In such event, the part, es shall reform th~s Agreement to replace such stricken provision w~th a valid and enforceable prows~on which comes as close as possible to expressing the intention of the stricken provlslOn~ Page 7 ARTICLE 17 COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordmances apphcable to the work covered hereunder as they may now read or hereinafter be amended ARTICLE 18 DISCRIMINATION PROHIBITED In performing the services reqmred hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, rehglon, sex, national ong~n or ancestry, age, or physical handmap ARTICLE 19 PERSONNEL A The CONSULTANT represents that ~t has or will secure, at its own expense, all personnel reqmred to perform all the services reqmred under th~s Agreement Such personnel shall not be employees or officers of, or have any contractual relatmns w~th the OWNER CONSULTANT shall reform the OWNER of any conflict of ~nterest or potentml conflmt of ~nterest that may ar~se dunng the term of thru Agreement B All services required hereunder will be performed by the CONSULTANT or under ~ts supervm~on All personnel engaged in work shall be quahfied, and shall be authorized and permitted under state and local laws to perform such servmes ARTICLE 20 ASSIGNABILITY The CONSULTANT shall not assign any interest ~n this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER ARTICLE 21 MODIFICATION No wmver or modification of this Agreement or of any covenant, condition, or hm~tatlon here~n contained shall be vahd unless m writing and duly executed by the party to be charged therewith, and no ewdence of any wmver or modfficatmn shall be offered or received ~n ewdence in any proceeding arising between the part, es hereto out of or affecting th~s Agreement, or the rights or obhgat~ons of the part, es hereunder, and unless such wmver or modfficatmn ~s in writing and duly executed, and the parties fiarther agree that the prowmons of flus section will not be wmved unless as set forth hereto P~e8 ARTICLE 22 MISCELLANEOUS A The following exh~bats are attached to and made a part of this Agreement A - Letter of August 19, 1999, w~th CONSULTANT's cost proposal, B - July 30, 1999 letter from CONSULTANT to OWNER B CONSULTANT agrees that OWNER shall, until the explrataon of three years after the final payment under thas Agreement, have access to and the right to examine any darectly pertanent books, documents, papers, and records of the CONSULTANT anvolmng transactions relating to flus Agreement CONSULTANT agrees that OWNER shall have access dunng normal working hours to all necessary CONSULTANT facilities and shall be provaded adequate and appropriate working space in order to conduct andats m comphance with thts section OWNER shall give CONSULTANT reasonable advance not,ce of antended audits C Venue of any stat or cause of actaon under th~s Agreement shall he exclusavely an Denton County, Texas Thas Agreement shall be construed ~n accordance w~th the laws of the State of Texas D For the purpose of th~s Agreement, the key persons who will perform most of the work hereunder shall be Jack Pous, Dan Lawton, Ruth Runyon Wenzel, and Sara Coleman However, notlung hereto shall hm~t CONSULTANT l~om using other qualified and competent members of ats firm to perform the services required herean E CONSULTANT shall commence, carry on, and complete any and all projects with all apphcable chspatoh, in a sound, economical, and effiment manner and m accordance w~th the pmv~s~ons hereof In aceomphshmg the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work anvolved as properly coordinated w~th related work being earned on by the OWNER F The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's d~sposal all avmlable mformat~on pertinent to the ProJect, ancludmg premous reports, any other data relative to the Project, and arrangang for the access thereto, and make all prows~ons for the CONSULTANT to enter in or upon pubhc and private property as reqmred for the CONSULTANT to perform servmes under this Agreement G The captions of th~s Agreement are for mformataonal purposes only, and shall not an any way affect the substantave terms or condataons of this Agreement IN WITNESS HEREOF, the C~ty of Denton, Texas has caused thas Agreement to be executed by ~ts duly authorized C~ty Manager, and CONSULTANT has executecl th~s Agreement throl~gh ars duly anthonzed undersagned officer on thru the c~9t9 tS' day of ~'~7~.~[7-- , Page 9 CITY OF DENTON, TEXASJ ~V~ CI~d~L~' ~ MANAGER ATTEST JENNIFER WALTERS, CITY SECRETARY APPRO'~D AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY DIVERSIFIED UTILITY CONSULTANTS, INC WITNESS Page 10 EXHIBIT "A" D U C I DIVERSII IED CONSULTANTS, INC. August 19, 1999 Herbert L Prouty C~ty Attorney C~ty of Denton 215 East Mc~ey Denton, Texas 76201 LEGAL DEPT Dear Mr Prouty D~versffied Utdl~ Consultants, Inc ("DUCI") appreciates the C~ty of Denton's ("C~ty") request to have DUCI ~mst ~n the rewew of TXU Gas Company's ("TXU-G") fr~ch~se payments to the City In addmon, you would also hke DUCI to perfo~ an ~mt~al analyms on TXU-Electnc fr~ch~se calculatmn as set fo~h ~n Senate Bill 7 ("SB-7") DUCI ~s a Tex~ Co~orat~on located ~n Austin, Texas, w~th a local as well as ~nternat~onal chent base DUCI's perso~el have extenmve, c~ent ~d relev~t Texas gas and electric utility rate regulaUon experience necess~ to rewew the ~ssues ~n both the analys~s of TXU-G and TXU- Electric fr~ch~se fee calculation ~other major reason DUCI ~s quahfied to perfo~ a thorough ~alyms of TXU Comp~y's franchise payment ~s o~ recent experience conducting an ~alyms of TXU-G's proposed rate ~ncre~e ~n ~e C~ty As such, DUCI h~ experience wm~ng w~ the C~ty staff ~d working within the time cons~mnts set by the C~ty ~o~er factor that quahfies DUCI to analyze T~ Comp~y's fr~chlse fees ~s that we have recently completed m~ ~alyms of fr~chlse fees for several c~t~es ~n the Rio Grade Valley of South Texas DUCI ~s proposing to perfom the followang general gmdehnes ~n the ~alyms of TXU-G's franchise calculation ~d TXU-Electnc audit per SB-7 TXU-17gS CIIRRENT YEAR FRANCHISE FEE CALCULATION · Remew the Company's actual franchise fee calculation performed · Rewew Company workpapers, RCT reports, and documentatmn determ~mng the proper amounts to be included in the calculation · Review weather normahzahon clause, and apphcable workpapers Herbert L Prouty Page 2 August 19, 1999 · Data requests to TXU-G's regarding input in calculation and other data · Recalculate franchise fee due to the City · Prepare report to the City of DUCI's findings TXU-G~S PAST FRANCHISE FEE CALCULATION · Review Company's past franchise fee paid to the City and components that are part of the Company's calculation · Analyze the franchise fee agreement(s) · Review prior franchise fee reports from the Company · Calculate past franchise fee due to the City and compare to amounts prod · Prepare report to the City of DUCI's findings TXU--ELECTRICAUDIT AS SET FORTH IN SB-7 · Perform an audit ofTXU-Electnc's francbase calculation, as set forth in SB-7 · Similar analysis will be performed as discussed in the TXU-G statements above · DUCI will also report to the Ctty its audit findings of TXU~Electnc These are only meant to provide a general outline of DUCI's analysis DUCI will perform additional analysis on both TXU-G and TXU-Electnc, as needed Another factor that will affect our analysis is the cooperation that we receive from the Company's I hope this has provided a general understanding of the approach DUC1 intends on pursuing Herbert L Prouty Page 3 August 19, 1999 If you have any questions, please do not hesitate to contact us We look forward to working w~th you S~ncerety, D~vers~fie~l Utility Consultants, Inc 07/30/1999 10:54 51225722=3 DUCI EXHIBIT "B" Harbe~t L Prouty City Attorney City of Denton 215 East McKnmey Denton, Texas 76201 Dear Mr Pwuty Per your request, I am subnuttm~ to you cost estimates to review Lone Star Gas Company's ("LSGC") franchise fee calculations for the enrrent year, LSGC's franctuse fees paid m the past to the City of Denton ("City") and a ~eview of Coserv Gas Company's tariffs and requested revenue reqmremerRs. The cost estimate for the rcauew of LSOC's current year fzanchmc fee calculation is based on mmunal assistance v~th LSGC. If the Company cooperates end sends reformation to DUCI mstoad of requn'ml~ us to t~aval to Denton, the cost may be closer to $4,000. The cost estimate to review LSGC's past francinse fee reqmres research and some cooperation from the Company DUCI vail make every effort to verify whether LSC_,C has paid the proper franchise fee to the City The final puce proposal relates to DUC~s review of Coserv Gas Company's proposed tariff par ottr prehulmary review of Cosarv's request, ti appea~s the and apphe~ble rev~ue requtrement. Tiros m not permitted In Company has mcluded a forecasted rate base m its revenue requirement Ducrs oph-n~m, to adopt rates based on future esinnated costs of Cosetw vail create problems with LSOC LSGC could clann rate are discriminatorY The proposal anhcipates worlang closely vath Coserv and developmg rates that are fatr and reasonable based on known and measurable costs We would like to thank you for allowu~ DUCI to submit tins Proposal We ate prepared to commence work on this lxojeot nnmcdiately upon selection, end would complete the project m a timely ami efficient manner. Should you have any questions with re/iud to tins proposal or other matters, please feel flee to contact Dm Lawton at (512)257-2600 Sin ely, / Sara Coleman 87/38/1999 18 54 51225722aq DUCI PAGE 83 PRICE PROPOSAl. MANPOWER AND COST REQUIREMENT8 TO PROVIDE REVIEW OF LONE STAR GAS COMPAN~S CURRENT YEAR FRANCHISE FEE CALCULATION ON BEHALF OF THE CITY OF DENTON CHARGE HOURLY CHARGES TOTAL PRINCIPAL Dan Lawton 24 $126 $3,000 SR CONSULTANT Sara Coleman 17 $100 $1,700 TOTAL LABOR 41 $4700 EXPI;H~IB REOUIRFMI;;NT CHARGE CHARGE8 TOTAL Printing SC) 10 Per Copy $75 00 )Jr Travel 1 Trip to Denton $200 00 PoMage, Phone $25 00 TOTAL EXPENSE ~ GRAND TOTAL ~ 87/38/1999 18:54 51225722a3 DUCI ~u= ~- PRICE PROPOSAL MANPOWER AND COST REQUIREMENTS TO PROVIDE REVIEW OF LONE STAR GAS COMPANY'S PA~T FRANCHISE FEE CALCULATION ON BEHALF OF THE CITY OF DENTON CHARGE HOURLY CHARGES TOTAL pRINCIPAL D~n l-~,'ton 40 $125 $5,000 SR CONSULTANT 8at1 Coleman 28 $100 $2,800 TOTAL LABOR EXRINaE R;;OLIIRI=MENT CHARGE CHARGES TOTAL Pd~ng, Copying $O 10 Per (~OPY $125 00 Nr Travel 2 Trips to Denton $400 00 poetage, Phone $176 00 TOTAl. EXPENSE ~ GRAND TOTAL ~ AN ORDINANCE AUTHORIZING THE CITY MANAGER TO ENTER INTO A FIRST AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH DIVERSIFIED UTILITY CONSULTANTS, INC TO PERFORM AN AUDIT AND A FRANCHISE REVIEW OF TXU ELECTRIC AND GAS, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE WHEREAS, by Orchnance No 99-279, passed by the City Council on August 24, 1999, the City Council authorized the City Manager to enter into a Professional Services Agreement with Diversified Utility Consultants, Inc to perform an audit and a franchise review of TXU Electric and Gas ("TXU"), and WHEREAS, due to TXU's fmlure to respond to requests for information completely and in a timely fasbaon, it is necessary to extend this Professional Services Agreement for an additional 30 days in order for Diversified Utility Consultants, Inc to complete the audit of these franchise fee payments, and WHEREAS, the City Council deems it in the public interest to enter into tins First Amendment, NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1 That the City Manager is hereby authorized to enter into a First Amendment to that Professional Services Agreement with Diversified Utility Consultants, Inc, substantially in the form of the First Amendment attached and made a part of this ordinance for all purposes to extend the term of the audit and ffancbase review of TXU Electric and Gas for an additional 30 days SECTION 2 That the City Manager is hereby authorized to make the expenditures and take the actions set forth in the attached Agreement SECTION 3 That this ordinance shall become effective immediately upon its passage and approval ,/~ PASSED AND APPROVED tl~s the //Tl~ -- day of ~tT)~/~'~fl,1999 JACK~ ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT FOR PROFESSIONAL SERVICES REGARDING TXU ELECTRIC AND GAS CURRENT YEAR AND PREVIOUS YEAR FRANCHISE FEE CALCULATIONS STATE OF TEXAS § COUNTY OF DENTON § Tins First Amendment to that certmn Agreement made and entered into as of the 24th day of August, 1999, by and between the City of Denton, Texas, a Texas mumclpal corporanon, with ~ts pnnmpal office at 215 East McKmney Street, Denton, Denton County, Texas 76201, hereinafter called "OWNER" and Dlversffied Utthty Consultants, Inc, with ~ts corporate office at 12113 Roxte Drive, State 110, Austin, Texas 78729, heromalter called "CONSULTANT," acting heroin, by and through their duly authorized representatives, heromafter referred to as "Base Agreement" WHEREAS, OWNER entered rote the Base Agreement with CONSULTANT to perform audits of TXU Electric and Gas' ("TXU") current year and previous year francinse fee calculations, and WHEREAS, due to the failure of TXU to answer requests for ~nformatton tn a t~mely and complete manner, there m a need to extend the contract term for an additional 30 days, NOW, THEREFORE, WlTNESSETH, that tn consideration of the covenants and agreements here~n contamed, the parties hereto do mutually agree as follows SECTION 1 That Amcle 4 "Period of Service" of the Base Agreement m hereby amended to extend the Base Agreement for an adthtlonal 30 days so that the same shall read as follows ARTICLE 4 PERIOD OF SERVICE Tins Agreement shall become effective upon execution of tins Agreement by the OWNER and the CONSULTANT and upon issue of a notme to proceed by the OWNER, and shall remmn m force for the period winch may reasonably be reqmred for the complenon of the ProJect, including Additional Sermeas, ff any, and any reqmred extanmons approved by the OWNER, prowded however, the Project shall be completed within 150 days of the date of the not,ce to proceed, unless an extension of t~me ts granted by the OWNER Tins Agreement may be sooner terminated tn accordance w~th the prowmons hereof Time ts of the essence m this Agreement The CONSULTANT shall make all reasonable efforts to complete the servtcas set forth hereto as expedmously as possthle and to meet the schedule estabhshed by the OWNER m Exinbtt "A", acting through ~ts Cxty Manager or bas demgnee SECTION 2 That save and except as amended hereby all the onganal sections, subsections, paragraphs, sentences, and clauses of the Base Agreement shall remain m full force and effect IN WITNESS HEREOF, the Cxty of Denton, Texas has caused flus Agreement to be executed by gs duly authorized City Manager, and CONSULTANT has executed flus Agreement through ~ts duly authorized undermgned officer on tbas the ~ ~' day of ~,~ 19a~ CITY OF DENTON, TEXAS '~M~C~L W ~, C~Y MANAOER ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM DIVERSIFIED UTILITY CONSULTANTS, INC JP~K POUS, PRINCIPAL WITNESS