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1998-060 NOTE' Amended by Ordinance No. 98-230. O A CENO AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH REED CONSULTING GROUP PROVIDING FOR CONSULTING SERVICES RELATED TO ELECTRIC RESTRUCTURING, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING FOR AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I. That the City Manager ~s hereby authorized to execute a Profesmonal Servmes Agreement prowdmg for profesmonal consulting services related to electric restructuring w~th Reed Consultmg Group, a copy of whmh agreement is attached hereto and incorporated herein SECTION II That the expenditure of funds as prowded in the attached Agreement ~s hereby authorized SECTION III. That th~s ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED tlus the,ff~dayof ~~ ,1998 JACK~L~R, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY APPR~)~VED ASk~TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY S \Our Doeuraenta\Ordlnanees\98~Reed Consulting Ord doc STATE OF TEXAS § COUNTY OF DENTON § PROFESSIONAL SERVICES AGREEMENT Thls Agreement as entered into this ,fl~-'~ day of March, 1998, by and between Reed Consulting Group ("REED"), a Massachusetts corporaUon, w~th ~ts pnnc~pal office at 200 Wheeler Road, Burhngton, Massachusetts, 01803, and the C~ty of Denton, Texas ("CITY"), a Texas mume~pal corporation, with ~ts pnnelpal office at 215 East McKanney Street, Denton, Texas, 76201, for professional and related consulting services to be prowded to C~ty, both partaes aetang by and through their duly authorized representatives WHEREAS, that m consideration of the covenants and agreements hereto contained, REED and the CITY do hereby mutually AGREE as follows ARTICLE I SCOPE OF SERVICES The CITY hereby engages REED, and REED hereby agrees to prowde to C~ty the services set forth an the individual Task Order made an attachment to flus Agreement The Task Order generally prowdes for a prehnunary evaluation of alternatives available to the CITY at tins point m ~me related to the stranded costs assocmted wath Texas Mumc~pal Power Agency ("~g?^") ARTICLE II FEES FOR SERVICES For serwces prowded by REED to CITY pursuant to th~s Agreement, CITY shall pay REED m accordance w~th the rates and charges set forth m Exhth~t "A", "Fees for Services" attached hereto and made a part of th~s Agreement for all purposes, provided however such charges and rates shall not exceed $75,000 00 unless the CITY agrees by an amendment to th~s Agreement to increase the maximum fee for services for tins engagement ARTICLE III BILLING AND PAYMENT REED shall submit a monthly statement to CITY settang forth the amount due for servmes and ~temlzmg amounts due for expenses CITY shall pay the full amount of such statement w~thm thirty (30) days at~er receipt Any sums billed, not dasputed m written form setUng forth speaific exceptions and unpaid after thirty (30) days from the date of receapt, shall be subject to a late payment charge equal to one (1) percent for each month or fraction thereof past due Nottung contamed m th~s article shall reqmre the CITY to pay for any work which as unsatmfaetory as reasonably determined by the Assistant Caty Manager/Utilities for the CITY, or whmh as not subm~ttad in eomphance w~th the terms of thas Agreement No late charge shall apply to may such unsatisfactory or chsputed work The CITY shall not be required to make any payments to REED when REED is in default under this Agreement ARTICLE 1V INDEPENDENT CONTRACTOR REED shall pmmde services to CITY as an ~ndependent contractor, not as an employee of CITY REED shall not have or clmm any right ansang from employee status REED agrees to perform the servaces hereunder m connection wath the project as stated in thas Agreement w~th due dlhgence, and m accordance wath the highest professional standards obtmned for such services m the State of Texas ARTICLE V TERM AND TERMINATION OF AGREEMENT A Unless otherwise termmated as provided herein, th~s Agreement shall become effectave upon execution by the parties and shall termanate when (1) the servmes provided for herem have been fully and completely performed, or (2) July 1, 1998, whichever event shall occur first Tfus Agreement may be sooner terminated m accordance with the provaslons hereof T~me ~s of the essence m thas Agreement REED wall make all reasonable efforts to complete the services set forth hereto as expedat~ously as possible to meet the schedule estabhshed by the CITY B N0tWlthstanrhng any other pmvaslon of this Agreement, either party may terminate this Agreement by gavmg tharty (30) days advance written notice to the other party C Th~s Agreement may be terminated m whole or an part an the event of eather party substantmlly fathng to fulfill ~ts obhgatlons under the Agreement No such termmataon will be affected, unless the breacbang party is gaven (1) written notice, delivered by certffied marl, return receipt requested, of intent to terminate, and not less than tharty (30) calendar days to cure the failure, and (2) an opportumty for consultataon with the terminating party prior to termanataon D If the Agreement as terminated prior to completaon of the services to be provided hereunder, REED shall ammedaately cease all servmes and shall render a final bill for services to CITY wl~hm tturty (30) days after the date of termanatlon, and CITY shall pay REED for all services properly rendered and reimbursable expenses to termanatlon incurred prior to the date of termanatlon in accordance w~th Artaale III hereof Should the CITY subsequently contract wath a new conslaltant for contmuataon of servaces on the project as defined ~n the attached Task Order, REED shall fully cooperate an provadmg mformataon All documents prepared or furnished by REED pursuant to thas Agreement shall become the property of the CITY but REED may mmntaln copies of such documents for ats use Professaonal Services Agreement Reed Consulting Group - Page 2 ARTICLE VI INSURANCE Dunng the performance of the services under this Agreement, REED shall mmntam the followmg insurance 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 Camers of at least an "A-" or above A Comprehensive General Liability Insurance with bodily injury hm~ts of not less than $1,000,000 for each occurrence and not less than $1,000,000 m 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 Automobtle 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' Liability 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 REED shall furmsh insurance certificates or insurance policies at the CITY's request to evidence such coverages The insurance policies shall name the CITY as an additional insured on all such policies to the extent lawfully possible and shall contmn a prowslon that such insurance shall not be canceled or modified without thirty (30) days prior written notice to CITY and REED In such event, REED shall, prior to the effective date of the change or cancellation, promptly deliver to CITY substitute policies or certificates providing or evidencing the same coverage ARTICLE VII LIABILITY A REED shall indemnify and hold harmless the CITY, its officials, employees, attorneys and agents, from and agmnst any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to, court costs and reasonable attorney's fees incurred by CITY, for winch REED is determmed to be legally liable resulting from negligent acts, errors, or omissions by REED, its chrectors, officers, agents, and employees in performance of services required iby tins Agreement Liability, clmms, demands, damages, losses, or expenses resultmg from the negligent acts, errors or omissions, whether active or passive, by CITY, its officials, employees, attorneys, and agents are excluded from REED's obligations pursuant to this paragraph Professional Services Agreement Reed Consulting Group - Page 3 B REED's indemmfication of the CITY, as provided m Article VII A above, as to any act or omission constituting professional malpractice, shall be expressly limited to the amount of fees payable to REED as set forth in Article II of this Agreement C REED's mdemmficatlon of the CITY, as provided in Article VII A above, resulting from any negligent acts, errors, or omissions of REED, other than professional malpractice, shall be expressly hmlted to the proceeds of Its apphcable insurance coverage, as identified in Article VI A, B & C of this Agreement D Notlung m this Agreement shall be construed to create a liability to any person who is not a party to this Agreement and notlung hereto shall waive any of either party's defenses, both at law or eqtuty, to any clmm, cause of action or litigation filed by anyone not a party to this Agreement, lneluchng the defense of governmental immunity, wlueh defenses are hereby expressly reserved ARTICLE VIII OBSERVATION AND REVIEW OF THE WORK REED shall exercise reasonable care and due diligence in dlscovenng and promptly reporting to the CITY any defects or deficiencies in the work of REED or of any contractors, subcontractors, or subconsultants working on the project ARTICLE IX RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the CITY shall not constitute nor be deemed a release of the responsibility and liability of REED, its employees, associates, agents and consultants for the accuracy and competency of their designs or other work Nor shall such approval be deemed to be an assumption of such responsibility by the CITY for any defect in the work prepared by REED, its employees, associates, agents and consultants ARTICLE X ATTORNEY'S FEES If either party hereto shall become involved in htlgatlon arising out of this Agreement or the performance thereof, the prevailing party shall be entitled to reasonable attorney's fees, costs and expenses This provision shall be construed as applicable to the entire Agreement ARTICLE XI NOTICES A Any notice, demand, information, invoice, report, or item otherwise required, authonzed, or provided for m this Agreement, unless otherwise specified herein, shall be deemed properly given If delivered m person or sent by United States Mall, First Class Postage prepaid Professional Serwees Agreement Reed Consulting Group - Page 4 CITY REED Howard Martin, Assistant City Manager/Utlht~es Reed Consulting Group, Inc City of Denton, Texas Janaes Coyne, Vice President 215 E McKmney Street 200 Wheeler Road Denton, TX 76201 Burlington, MA 91803 B All notices mmled shall be deemed effective upon receipt by the party to whom such notice is given ARTICLE XII ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submittang the dispute to arbitration or other means of alternate dispute resolution such as mediation No arbxtrat~on or alternate dispute resolutaon arising out of or relating to, this Agreement involving one party's disagreement may include the other party to the disagreement without the other's approval ARTICLE XIII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by REED (and REED's subcontractors or subconsultants) pursuant to this Agreement are ~nstmments of service and shall become the property of the CITY upon the termination of this Agreement REED is entitled to retain copies of all such documents The documents prepared and furmshed by REED are intended only to be applicable to thxs project and the CITY's use of these documents in any other project shall be at the CITY's sole risk and expense In the event the CITY uses the documents in another project or for other purposes than specified hereto any of the reformation or materials developed pursuant to this Agreement, REED is released from any and all liability relating to their use m that project ARTICLE XIV ACCESS TO RECORDS OF REED BY CITY REED agrees that the CITY shall, until the expiration of three (3) years after the final payment under fins Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of REED ~nvolvlng transactions relating to this Agreement REED agrees that the CITY shall have access dunng normal working hours to all necessary REED facilities and shall be provided adequate and appropriate working space in order to conduct audits in compliance with fins section The CITY shall give REED reasonable advance notxee of Intended audits Professional Serwces Agreement Reed Consulting Group - Page 5 ARTICLE XV PERSONNEL A REED represents that tt has or will secure at its own expense all personnel reqmred to perform all the servtees reqmred under thts Agreement Such personnel shall not be employees or officers of, or have any contractual relatmns wtth the CITY REED shall inform the CITY of any conflaet of interest or potential confltct of interest that may arise dunng the term of thts Agreement B All services required hereunder will be performed by REED or under its supervtston All personnel engaged tn work shall be quahfied and shall be authorized and permttted under state and local laws to perform such sermces ARTICLE XVI DISCRIMINATION PROHIBITED In performmg the servtces reqmred hereunder, REED shall not dtscnmtnate against any person on the basts of race, color, rehglon, sex, national ongtn or ancestry, age, or physteal handtcap. ARTICLE XVII COMPLIANCE WITH LAWS REED shall comply w~th all federal, state, local laws, roles, regulations, and ordinances apphcable to the work covered hereunder as they may now read or hereinafter amended ARTICLE XVIII COORDINATION OF WORK ON THE ENGAGEMENT A REED shall commence, carry on, and complete flus engagement w~th all apphcable dtspatch,, tn a sound, economical, efficient manner, and, ~n accordance wtth the promstons hereof In accomphshmg the project, REED shall take such steps as are appropriate to ensure that the work revolved ~s properly coordinated wtth related work being earned on by the CITY B The CITY shall asstst REED by placmg at REED's dtsposal all avmlable tnformat~on perttnen~ to the project, mcludmg prevtous reports, any other data relative to the project and arranging for access to, and make all provtstons for REED to enter m or upon, pubhc and private property as required for REED to perform services under this Agreement C REED agrees to cooperate fully wtth Resource Management Intemat~onal, Inc ("RMI"), R J Covmgton Consulting ("Covmgton") and Ctty staff, together w~th the CITY's outside attorneys and consultants tn acluevmg an effective, effictent evaluatton REED agrees to work m close coordmatton wtth RMI, Covington, Ctty staff, as well as wtth the CITY'S outstde attorneys and consultants m order to max~nnze the effimency and qualtty of the project Professional Services Agreement Reed Consulting Group - Page 6 dehverables to the CITY cons~denng the aggressive schedule of tlus project The CITY ~s relying upon REED to mamtmn open hnes of commumcat~on w~th RMI and Covington at all t~mes m order to coordinate the work and to avmd any conflmt or any unnecessary dupheat~on of effort Dunng the course oftlus project the CITY expects, and REED agrees to refrmn from, any actxon agmnst any consultant lured by the CITY on tlus project wluch m~ght d~smpt or ~mpmr the course of work being performed for the CITY on th~s project ARTICLE XIX SEVERAL OBLIGATIONS Except where specffically stated ~n tlus Agreement to be otherwise, the dutms, obhgat~ons and habfl~t~es of the partms are ~ntended to be several and not jmnt or collective Nothing contmned m thru Agreement shall be construed to create an assomat~on, trust, partnerslup, or joint venture or ~mpose a trust or parmerslup duty, obhgat~on, or habfl~ty on or w~th regard to e~ther party Each party shall be ~nd~vldually and severally hable for ~ts own obhgat~ons under tlus Agreement ARTICLE XX MODIFICATION No wmver or modfficaUon of this Agreement or of any covenant, cond~Uon, hm~taUon herein contained shall be vahd unless in writing and duly executed by the party to be charged therewith and no credence of any wmver or modfficat~on shall be offered or received ~n evidence m any proceeding arising between the part~es hereto out of or affecting this Agreement, or the rights or obhgat~ons of the part,es hereunder, and unless such waiver or modffication ~s ~n writing, and duly executed The parties further agree that the provisions of tlus Article will not be waived unless as hereto prowded ARTICLE XXI ASSIGNABILITY REED shall not assign any ~nterest m this Agreement and shall not transfer any ~nterest m tlus Agreement (whether by assignment, novation or otherwise) w~thout the prior written consent 0fthe CITY ARTICLE XXII SUCCESSORS IN INTEREST This Agrement shall be binding on, and inure to the benefit of, each party's successors and assigns Professional Services Agreement Reed Consultmg Group - Page 7 ARTICLE XXIII 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, commumcatlons, and agreements which may have been made in connection with the subject matter hereof ARTICLE XXIV SEVERABILITY If any prowslon of th~s Agreement is found or deemed by a court of competent jtmsdlctlon to be mvahd or unenfomeable, ~t shall be considered severable from the remmnder of this Agreement and shall not cause the remmnder to be invalid or unenfomeable In such event, the party shall reform this Agreement to replace such stricken provision with a valid and enfomeable prowslon which comes as close as possible to expressing the intention of the stricken provision ARTICLE XXV GOVERNING LAW Thas 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 ARTICLE XXVI WAIVER Any wmver at any time by either party of its rights with respect to a default under this Agreemont, or with respect to any other matters arising ~n connection with this Agreement, shall not be deemed a waaver with respect to any subsequent default or other matter ARTICLE XXVII CAPTIONS The capttons of this Agreement are for ~nformatlonal purposes only and shall not in any way affect the substantive terms or conditions of th~s Agreement 1N WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager and RI~}D has executed this Agreement through its duly anthonzed undersigned officer on th~s the.~~'g~ day of March, 1998 Professional Servtces Agreement Reed Consulting Group - Page 8 "CITY" CITY OF DENTON, TEXAS A Texas Mumc~pal Corporation Ted Benawdes, C~ty Manager ATTEST JENNIFER WALTERS, CITY SECRETARY By~ ~ k~ ~ "REED" REED CONSULTING GROUP A Massachusetts Corporataon Its ~.'£~' ' WITNESS By \\CH-LGL\VOL 1 Xsharedkle'pt\LOL\Our Documents\Contr aets\98h't, eed Consulhng Group2 doc Professional Services Agreement Reed Cons¢ltmg Group - Page 9 EXHIBIT A FEES FOR SERVICES Professional and support services, except for testimony, shall be billed at the following rates President $300 per hour Executive Vice President $240 per hour Semor Vice President $230 per hour Vice President $230 per hour Assistant Vice President $190 per hour Semor Economist $170 per hour Semor Project Manager $170 per hour ProJect Manager $160 per hour Semor Consultant $145 per hour Staff Consultant $130 per hour Semor Techmcal Consultant $110 per hour Consultant $110 per hour Assistant Consultant $ 90 per hour Research Librarian $ 75 per hour Admlmstrat~ve Assistant $ 45 per hour The above rates shall be adjusted each year, commencing July 1, 1998, to reflect the change in rates officmlly established by REED Testimony shall be billed at one and one-half (1 ½) times the above stated hourly rates Reproduction, pnntmg, commumcatlons, computer services, and other miscellaneous support services shall be billed at rates for such services as determined fi.om time to tune and officially established by REED All travel, food, lodging, and miscellaneous expenses, except automobile mileage, assocmted with the prowslon of services hereunder shall be billed at cost Automobile mileage shall be billed at $0 32 per mile CITY shall reimburse REED for any applicable sales tax imposed on services rendered by REED to CITY ATTACHMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN REED CONSULTING GROUP THE CITY OF DENTON DATED February 24, 1998 Financial Adwsory Services - Options Assessment This Task Order defines a Scope of Services and Budget for work by Reed Consulting Group (REED) for the City of Denton, Texas (City) The acUvitles in this Task Order are designed to study and present alternatives to the City for resolution of its Investment and related financial obligations primarily associated with the Texas Municipal Power Agency (TMPA)/Glbbons Creek Power Plant Other generation assets owned by the Cities may also be considered, particularly those with debt obligations This work ~s intended to serve as a precursor to the financial advisory role previously discussed Prior to proceeding w~th a d~vest~ture plan, the City reqmres an evaluation of the alternatives for its existing generation ownership which satisfactorily addresses the C~ty's potentml stranded costs and bond obhgatlons in the deregulating electric environment sCOpE OF SERVICES Task A - Identify the Alternatives 1 REED wall first examine the City's ownership in electric generation assets (and contracts for output) to fully understand the current s~tuatlon related to generating assets The focus of this task will be to determine · Ownership structure · Contractual obligations · Financial obhgatwns 2 Review the status of electric restructuring in Texas ·Legislative status · Pubhc Utd~t~es Commission reqmrements and proposals IOU and municipal precedents in the state on generation ownership and stranded cost resolution ~ssues 3 Review municipal precedent m comparable situations · Financial restructuring · Asset sales · Stranded cost recovery mechanisms 4 Based on REED's experience ~n generatxon asset dtvestlture and electric unbundhng, REED wxll work with the C~ty and its adwsor(s) to develop alternatxves for its exxst~ng generatxon asset related obhgatlons These alternatives may include · Proceed w~th divestiture a) alone b) with Garland c) w~th Garland, Greenville and Bryan · Mmntatn status quo · Conduct an asset appraisal and approach the legislature for stranded cost assistance · Securitization · Release the assets to unregulated memhant plant status · Others to be identified Task B - Evaluate the Alternatives 1 Provxde a bas~s for financml evaluation of the alternatives · Examine the financial models constructed for this purpose and build on and complete evaluations already begun · To the extent possible, complete this model to allow for financial scenario evaluation · If the cresting model ~s not capable, create a new model to capture the essenttal financial lmphcat~ons of alternative scenarios · Develop basehne market assumptions with assistance from the City, pubhc sources, and REED market knowledge 2 Quant~tatively (where possible) and qualitatively evaluate the alternatives Stranded cost exposure · Cash flows available for debt · Impacts on customer rates, and taxpayers · Bond covenants Task C - Present and D~scuss Findings, Conclusions and Recommendations 1 Summarize results of Tasks A and B m summary presentation form 2 Review w~th the City Manager, Utdlty Board management, and other Advisors 3 Present the findings, conclusions, and recommendations to the C~ty Council PROJECT TEAM 2 REED will provide a highly quahfied project team The team wall draw on the firm's extensive experience in finance and electric asset rat~onahzatlon Consulting staff, whmh will effectively leverage the experience of semor staff to manage overall project costs, will support senior staff The following project team ~s proposed Hourly Name T~tle Rate Area of Responsibility John J Reed President $300 ProJect Adwsor Malcolm R Ketchum Executive Vice President $240 Project Adwsor Mark C Pocmo Sr Vice PresIdent $230 Ftnancml Advisor James,M Coyne Vice President $230 Project Manager Frederick J Nemergut Vice President $210 Electric Mummpal/Finance Prescott C Hartshorne Sr ProJect Manager $170 Finance/Bond Covenants Saj~d Mahk Staff Consultant $130 Consulting Support Natalie D Cameron Consultant $110 Consulting Support In addtt~on to the core project team, REED will rely upon other members of ~ts staff for specffic areas of project expertise and consulting support BUDGET and TIMING Budget for work performed under thts Task Order ~s difficult to estimate w~th certmnty due to some unknowns concerning the financml modehng status, the number of altemattves evaluated and the depth of analys~s the C~ty will reqmre The estimated budget for thts Task Order ~s $75,000 All work w~ll be billed on a monthly bas~s w~th supporting documentation of act~vtt~es performed The estimated ttme reqmred to complete th~s assignment ~s apprommately 6 weeks once work commences This Task Order is authorized and made an attachment to the aboveqdentlfied Professional Services Agreement through the signatures below Authorized by Accepted by City of Denton, Texas Reed Consulting Group By~ By~/~~4~ j]~ W\00l\MRK\Profess~onalScrv~cesAgreement\ProfServ~ceAgreement Denton Fmancml AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH REED CONSULTING GROUP FOR CONSULTING SERVICES RELATED TO ELECTRIC RESTRUCTURING BY ADDING A TASK ORDER AND AUTHORIZING THE PAYMENT OF ADDITIONAL COMPENSATION, AND PROVIDING FOR AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the City Manager is hereby authorized to execute an amendment to the Professional Services Agreement ("Agreement") between Reed Consulting Group ("REED") and the City, heretofore entered into by the parties on March 3, 1998 for professional services with regard to the City's investment and related financial obhgatlons primarily associated with the Texas Municipal Power Agency/Gibbons Creek Power Plant, which amendment is in substantially the form of Task Order No 98-A, a copy of which task order is attached hereto and made a part of this ordinance for all purposes, which Agreement is amended by adding additional professional services to be rendered by Reed and providing for an additional amount of fees and expenses not to exceed $100,000 00 for the additional professional services to be performed by Reed SECTION II That the expenditure of funds as provided for in the attached Task Order No 98-A is hereby authorized SECTION III That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the '-l' day of~, 1998 J~.,~MILLER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY BY ~tff.~ ~ HERBERT L PROUTY, CITY ATTORNEY \~Svc utd~VOL 1 ~shared\dept~Legal\MlkeCopeland's Work,Reed Amended Ord doe ATTACHMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN REED CONSULTING GROUP AND THE CITY OF DENTON TASK ORDER NO. 98-A Financial Advisory Services - Options Assessment - Phase II This Agreement amends the Professional Services Agreement (the "Agreement") entered into by the parties hereto on March 3, 1998, and defines a Scope of Services and Budget for addltmonal professiOnal services to be performed by Reed Consulting Group ("REED") for the City of Denton, Texas ("CITY") The activities m this Task Order are designed to complete the evaluation of alternatives for the City with regard to ~ts investment and related financial obligations primarily associated with the Texas Municipal Power Agency ("TMPA")/Glbbons Creek Power Plant SCOPEIOF SERVICES Task A - Refine the Analysis 1 Revisit analysis of Denton's cost of generation 2 Run additional scenarios 3 Compare/contrast with Garland 4 Revise Base Case as needed Task B - Support the City m Discussions with other Parties 1 Other TMPA Cities 2 First Southwest Company 3 Legal Advisors of City Task C - Present and Discuss Findings, Conclusions and Recommendations 1 Rewew with the City Manager, Public Utility Board members, City Utility Management, and other City Advisors 2 Present the findings, conclusions, and recommendations to the City Council PROJECT TEAM REED wall provide a continuation of its existing project team Hourly Name Title Rate Area of Resnonslbditv John J Reed President $300 ProJect Advisor James M Coyne Vice Presidem $230 ProJect Manager Prescott,C Hartshome Sr ProJect Manager $170 Financial Analysis In addition to the core project team spectfied ~n the March 3, 1998 Professional Semces Agreement between the parties, REED will rely upon other members of its staff for specffic areas of project expertise and consulting support as the project reasonably dictates BUDGET AND TIMING REED shall perform the professional services prowded for in this Task Order on a time and expense basis in accordance with the provisions of the Professional Services Agreement between Reed and the City, dated March 3, 1998 The budget for work to be performed under flus Task Order is highly dependent upon the steps required to reach successful negotiations with other TMPA c~tles and the depth of additional analysis which the City may require The estimated budget for this Task Order is not to exceed $100,000 for professional services and expenses All work will be billed on a monthly basis w~th itemized documentation of activities performed clearly set forth In each billing invoice Reed and the City AGREE, that except as amended by this Task Order No 98-A, all the terms, conditions, covenants and provisions of the Professional Services Agreement between themselves, dated March 3, 1998, shall mmmn in full fome and effect This Task Order No 98-A is APPROVED and AGREED TO, and is made an attachment to, and is incorporated by reference to the above-identified Professional Services Agreement as evidenced by the signatures of the parties' duly-authorized signatonas set forth herelnbelow Authorized by Accepted by CITY OF DENTON, TEXAS REED CONSULTING GROUP Dated ~/~t//~ ~ TI ~, ATTEST JENNIFER WALTERS, CITY SECRETARY \\Sv¢ utfl\VOL l\shared\dopt\Legal~IVhkeCopoland's Work\Reed Amended Task Order doe