1997-088J \gPOOCS\ORD\RMIDAILY ORD
ORDINANCE NO. q 7 -- 0,~;~
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL
SERVICES AGREEMENT (FOR DAILY SERVICES) WITH RESOURCE MANAGEMENT
INTERNATIONAL ("RMI") PROVIDING FOR CONSULTING SERVICES RELATED TO
ELECTRIC RESTRUCTURING; AUTHORIZING THE EXPENDITURE OF FUNDS
THEREFOR; AND PROVIDINGAN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
~ That the City Manager is hereby authorized to
execute a professional services agreement providing for daily
services for consulting services related to electric restructuring
with Resource Management International ("RMI"), a copy of which
agreement is attached hereto and incorporated herein.
~_~ That the expenditure of funds as provided in the
attached agreement is hereby authorized.
~ That this ordinance shall become effective
immediately upon its passage and approval.
PASSED AND APPROVED this the/~ day of~ , 1997.
ATTEST .'
JENNIFER WALTERS, CITY SECRETARY
APPR D AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
STATE OF TEXAS §
COUNTY OF DENTON §
PROFESSIONAL SERVICES AGREEMENT
EMENT ls entered into this /~ day of
, 1997 by and between Resource Management
International, Inc ("RMI"), a California corporation, and the City
of Denton, Texas ("City"), a Texas municipal corporation with its
principal office at 215 East McKlnney Street, Denton, Texas, 76201,
for professional and related service to be provided to City, both
parties acting by and through their duly authorized representa-
tives
I
SCOPE OF SERVICES
RMI shall provide to City professional consulting services
pertaining to electric utility restructuring RMI and the City
agree that, because of the unpredictability and urgency of Public
Utility Commission ("PUC") and Texas legislative events impacting
upon the City's electric utility requiring immediate attention by
City staff, RMI shall provide such professional services and
technical support, upon City's request, which shall relate to PUC
and Texas legislative activities relating to electric restructuring
as well as other ~ssues evolving therefrom and related thereto,
including without limitation, power marketing issues, stranded cost
issues, pricing issues, and TMPA issues
ii
FEES FOR SERVICES
For services provided by RMI to City pursuant to this Agree-
ment, City shall pay RMI in accordance w~th the rates and charges
set forth in Exhibit A, "Fees for Services", attached hereto and
made a part of this Agreement for all purposes, provided however
such charges and rates shall not exceed $1,000 per day, and ~n the
aggregate, shall not exceed $25,000, unless the City agrees by an
amendment to this Agreement to increase the maximum fee for
services
III
BILLING AND PAYMENT
RMI shall submit a monthly statement to City setting forth the
amount due for services and itemizing amounts due for expenses
C~ty 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 (1-1/2) percent or the
maximum rate permitted by law, for each month or fraction thereof
past due Nothing contained in this article shall require the C~ty
to pay for any work which is unsatisfactory as reasonably deter-
mined by the Executive D~rector of Utilities for the City or whzch
is not submitted in compliance with the terms of this contract
Nor shall any late charge apply to any such unsatisfactory or
dlsputed work The City shall not be required to make any payments
to RMI when RMI is in default under th~s Agreement
IV
INDEPENDENT CONTRACTOR
RMI shall provide services to C~ty as an independent contrac-
tor, not as an employee of City RMI shall not have or claim any
r~ght arising from employee status RMI agrees to perform the
services hereunder ~n connection with the project as stated in the
sections to follow with dzllgence 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 here~n, th~s
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 (il) December 31, 1998, whichever
occurs f~rst This Agreement may be sooner terminated in accor-
dance with the provls~ons hereof Time is of the essence ~n this
Agreement RMI w~ll 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 th~s Agreement by giving thirty (30)
days advance written not~ce to the other party
(c) This Agreement may be terminated in whole or in part in the
event of either party substantially falling to fulfill ~ts
obligations under the Agreement No such termination will be
affected, unless the breaching party is given (1) written notice,
delivered by certified ma~l, 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 w~th the terminat-
ing party prior to termznatlon
(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 w~thln
thirty (30) days after the date of termination, and City shall pay
RMI for all services properly rendered and reimbursable expenses to
Professional Services Agreement - Page 2
termmnatlon mncurred prior to the date of termmnatmon mn accordance
wmth Section III Should the Cmty subsequently contract wmth a new
consultant for contlnuatmon of servmces on the project, RMI shall
cooperate in prov~dmng ~nformat~on All documents prepared or
furnmshed by RMI pursuant to th~s Agreement shall become the
property of owner, but RMI may mamntamn copmes of such documents
for mts use
VI
INSURANCE
(a) RMI shall mamntaln in effect at its own expense, employer's
lmabmlzty insurance, one million dollars ($1,000,000) aggregate of
comprehenszve general lmabllzty insurance (bodily injury and
property damage), five hundred thousand dollars ($500,000}
aggregate of comprehensmve automobmle lmabmlmty mnsurance (bodmly
ln]ury and property damage) wmth respect to employees and vehicles
assigned to the prosecution of work under thms Agreement, and one
mmllmon dollars ($1,000,000) aggregate of professmonal lmabllmty
mnsurance RMI shall also malntamn statutory worker's compensation
insurance
(b) RMI shall obtamn and thereafter mamntamn mn effect, mf
avamlable, such addmtlonal mnsurance as may be requested in wrmtlng
by Cmty, the cost of whzch wmll be rezmbursed by Cmty
(c) RMI shall furnish mnsurance certlfmcates to evidence such
coverages to City The City shall be named as an addmtmonal
mnsured on such policies The certmfmcates shall contamn a
provmsmon that such insurance shall not be canceled or modlfmed
without thmrty (30) days prior wrmtten notmce to Cmty
VII
LIABILITY
(a) RMI shall lndemnmfy and hold harmless City, mts directors,
officers, partners, agents, and employees from and agamnst any and
all liability, claims, demands, damages, losses, and expenses,
including but not llmmted to attorney's fees, for which RMI ms
determmned to be legally liable resulting from negligent acts,
errors, or ommssmons by RMI, mrs directors, offmcers, agents and
employees mn performance of servmces requmred by thms Agreement
Lmabmllty, clamms, demands, damages, losses, or expenses resulting
from the neglmgent acts, errors or ommssmons, whether active or
passzve, by City, mrs dmrectors, officers, partners, agents,
employees, are excluded from RMI's oblmgatmons pursuant to thms
paragraph
(b) RMI's oblmgatlons to mndemnmfy and hold Cmty harmless shall
be expressly lmmmted to the proceeds of its applmcable mnsurance
coverage
Professional Services Agreement - Page 3
(c) In the event that City changes in any way or uses in
another project or for other purposes any of the information or
materials developed by RMI pursuant to this Agreement, RMI is
released from any and all liability relating to their use in that
pro3ect and to the extent allowed by law, City shall indemnify and
hold harmless RMI, Its directors, officers, agents, and employees
from and against any and all liability, claims, demands, damages,
losses, and expenses, including but not limited to attorney's fees,
arising out of such changes or use
(d) Nothing in this Agreement shall be construed to create a
duty to, any standard of care with reference to , or any liability
to any person not a party to this Agreement
VIII
SUCCESSORS IN INTEREST
This Agreement shall be binding on, and Inure to the benefit
of, each party's successors in interest, including their heirs,
legatees, assignees, and legal representatives
iX
WAIVER
Any waiver at any time by either party of its rights with
respect to a default under this Agreement, or with respect to any
other matters arising in connection with this Agreement, shall not
be deemed a waiver with respect to any subsequent default or other
matter
X
SEVERAL OBLIGATIONS
Except where specifically stated in this Agreement to be
otherwise, the duties, obligations, and liabilities of the parties
are Intended to be several and not ]olnt 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 1ts own obligations under this Agreement
XI
AMENDMENT
Ail changes or modifications to this Agreement shall be in
writing and signed by both parties
Professional Services Agreement - Page 4
XII
GOVERNING LAW
ThlsAgreement shall be construed and interpreted according to,
and the r~ghts of the part~es 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 e~ther party becomes ~nvolved in l~tlgat~on arising out of
th~s Agreement or the performance thereof, the prevailing party
shall be entitled to reasonable attorney's fees, costs and
expenses, in addition to any other relief to which that party may
be entitled This provision shall be construed as applicable to
the entire Agreement
XIV
ENTIRE AGREEMENT
Th~s agreement constitutes the complete and final expression of
the agreement of the part~es and is ~ntended as a complete and
exclusive statement of the terms of their agreements and supersedes
all prior and contemporaneous offers, promises, representations,
negotiations, d~scuss~ons, communications, and agreements which may
have been made in connection with the subject matter hereof
XV
SEVERABILITY
If any provision of this Agreement ~s found or deemed by a
court of competent ~ur~sd~ction to be ~nvalld or unenforceable, ~t
shall be considered severable from the remainder of this Agreement
and shall not cause the remaznder to be invalid or unenforceable
In such event, the parties shall reform this Agreement to replace
such stricken provision with a valid and unenforceable provision
which comes as close as posszble to expresszng the lntentzon of the
stricken provzslon
XVI
NOTICES
(a) Any notice, demand, information, invoice, report, or item
otherwise required, authorized, or provided for in th~s Agreement,
unless otherwise specified herein, shall be deemed properly given
if delivered in person or sent by United States Mall, First Class
postage prepaid
Professional Services A~reement - Page
To RMI Resource Management International, Inc
P 0 Box 15516
Sacramento, CA 95852-1516
Copy to Resource Management International, Inc
8310 Capital of Texas Highway N, Suite 385
Austin, TX 78731-1026
To City Executive Director, Department of utilities
City of Denton, Texas
215 E McKlnney Street
Denton, TX 76201
(b) All notices shall be deemed effective upon receipt by the
party to whom such notice is given
XVII
RESPONSIBILITY FOR WORK
Approval by the City shall not constitute nor be deemed a
release of RMI, its employees, associates, agents, and consultants
for the accuracy and competency of their designs or other work
Nor shall approval be deemed to be an assumption of such responsi-
bility by the City for any defect in the work prepared by RMI, 1ts
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
Professional Services Agreement - Page 6
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
professional Se~ices Agreement - Page 7
SENT BY 1~I Austin , 3- 5-97 , 2 06P~ , P~I Austin-8173827923 ,# 2/ 2
EXHIBIT A
FliES FOR SERVICES
RESOURCE MANAGEMENT INTERNATIONAL, INC.
1997
Professxonal and support servaces, except for testtmony, shall be billed at the following
rates
Managing tLxecutavc Consultant $166 per hour
Princzpal Executive Consultant $150 per hour
F, xecutave Consultant $142 per hour
Prlm'ipal Consultant $131 per hour
Supervising Consultant $116 per hottr
· %mot Consultant $106 per hour
Associate Professmnal $ 92 per hour
Analyst $ 81 per hour
Rmearch Assistant $ 6[ per hour
Techniaan $ 53 per hour
Office Services $ 49 per hour
2~e above rates shall be adjusted each year, conuramang January 1,1998, to reflec~ the
chaJnge m rates officially estabhshed by the RM] Board of Directors
Testimony shall be billed at not le~a than eight (8) hours per day
Reproduct~oi~, prmtlng, commmucattons, compu tot mrvmes, and other miscellaneous
support sennces shall be bdled at rates for such services as determined from trine to
t/me and officially estabhshed by the RMI Boa~d of Ehrectors plus ten (10) percent
All travel, food, lodging, and nu~callaneous expenses, except automobde nuleage,
mmoeiah.xt with the provmxon of services hereunder shall be bdled at cost Automob:le
mdeage shall be bdled at $0 30 per mile
Chent shall reimburse RMI for any apphcable sales tax unposud on services rendered
by ILMI to Cheer