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1997-264C \DOCS\ORD\RMI2ND ORD AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A SECOND AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH RESOURCE MANAGEMENT INTERNATIONAL, INC.; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: ~ That the city Manager is hereby authorized to execute the second amendment to the professional services agreement with Resource Management International, Inc ("RMI"), a copy of which is attached hereto and incorporated herein, along with any task orders and other documents necessary to the performance of the second amendment. ~ That the expenditure of funds as provided in the attached agreement is hereby authorized. ~ That this ordinance shall become effective immediately upon 1ts passage and apprpval. PASSED AND APPROVED this the~® day of ~, 1997 ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY STATE OF TEXAS COUNTY OF DENTON SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is the second amendment to the Professional Services Agreement entered into by and between Resource Management International, Inc , a California Corporation (,'RMI") and the City of Denton, Texas, a Texas Municipal Corporation ("CITY"), on the 17th day of September, 1996, for professional and related services provided by RMI to the CITY, hereinafter referred to as the "Base Agreement", this second amendment further amends the First Amendment to Professional Services Agreement entered into by and between RMI and the CITY on the 3rd day of December 1996, which is hereinafter referred to as the "First Amended Agreement" In consideration of the terms and conditions set forth herein, and the mutual promises of the parties, the parties do hereby AGREE I That Section II "Fees For Services" of the Base Agreement and Section II of the First Amended Agreement are hereby amended to ~nclude the following provisions For services provided by RMI to the CITY pursuant to the parties' agreement respecting completion of the work in Phase I of the Evaluation Of Power Supply Alternatives RFP Project, pursuant to Task Order No 96B, the CITY shall pay RMI the total sum of $77,702 69, said sum representlng the payment of an addlt~onal $22,702 69 in professional fees to RMI II That Section I "Scope Of Services" of the Base Agreement is hereby amended to add the following prov~slons RMI shall further provide to the CITY the services pertaining to the Evaluation Of Power Supply Alternatives-Phase II project as set forth in ~ndlvldual task orders made as attachments to th~s Agreement lncludlng, wlthout limitation, Task Order No 97A, a copy of which Task Order ~s attached hereto as Exhibit "A" and incorporated herewith by reference III That Section II "Fees For Services" of the Base Agreement and Section II of the First Amended Agreement are hereby amended to add the following provisions Services to be provided by RMI to the CITY pursuant to the parties' agreement respecting completion of the Evaluation of Power Supply Alternatives-Phase II project, the CITY shall pay RMI in accordance with the rates and charges contained in the "Fees For Services" provisions of Exhibit "A" attached hereto CITY shall accordingly pay to RMI, pursuant to the terms of Task Order No 97A, professional fees and expenses in an amount not to exceed $97,000 00 IV That save and except as expressly amended by this Second Amendment to Professional Services Agreement, all the terms, conditions, and covenants of the Base Agreement and the First Amended Agreement shall remain in full force and effect IN WITNESS WHEREOF, the CITY has caused this Second Amendment To Professional Services Agreement to be executed by and through its duly authorized City Manager, and Resource Management Interna- tional, Inc has caused this Second Amendment To Professional Services Agreement to be executed by and thr_.Qug~ its. duly autho- ~ ~ day of ~/]~g/~f-- rlzed officer on this the , 1997 CITY OF DENTON, TEXAS Ted'Benavldes, City Manager ATTEST JENNIFER WALTERS, CITY SECRETARY Page 2 APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY RESOURCE MANAGEMENT INTERNATIONAL, INC A California Corporation ATTEST C \DOCS\K\RMI2ND K Page 3 ATI'ACHMENT TO PROFESSIONAL SERVICES AGREEMENT Biff WEEN RESOURCE MANAGEMENT INTERNATIONAL, INC AND THE CITY OF DENTON DATED September 17,1996 TASK ORDER NO 97-A EVALUATION OF POWER SUPPLY ALTERNATIVES - PHASE II Tlus Task Order defmes a Scope of Services and Budget for work by Resource Management International, Inc (RMI) for the City of Denton, Texas (C~ty) The act~wties m thru Task Order continue the work performed under Task Order 96-B, Evaluation of Power Supply Alternatives (Phase I) Phase I included the development of a Request For Proposals for Power Supply (RFP) and the screening of proposals received m response to the RFP Phase II refocuses the RFP process to mcorporate mformatmn learned m Phase I Phase II w,ll include ~dentffymg partias mterested m the purchase of the Caty's TMPA assets and sohc~tmg proposals for the best use of the Cxty's generation Phase II wall also include nagotmt~ons w~th those mterasted part~es to armve at an agreement for the sale of certain assets and the repowermg or other use of other assets Power supply contracts to replace power previously owned or operated by TMPA and/or the Caty will also be a part of Phase II activities SCOPE OF SERVICES The followmg outlines representative aci~vities to be completed under flus Task Order · RMI will mterview major national energy compamas to dascmbe the mtent of Denton and Garland (Cxtias) w~th respect to TMPA and the City's owned local generation assets These meetings wdl provide a status report on the Denton RFSP 2035 and explain how the process wdl proceed Letters of mterest m partiopatmg m the process will be sohc~ted from each company · Oo. ce the letters of interest are returned (wuthm one week of the meetings), RMI and Denton wdl ~dentffy the compames w~th whom negotiatmns wdl proceed RMI will asmst the Cxty m providing data to companies, arranging plant tours, coorchnatmg and part~opatmg m meetings, and xdentffymg and researching questions related to the use or sale of assets The C~ty will retain the necessary legal and bond counsel to provide legal opinions as necessary · RMI anticipates extenmve negotiations wxth 2 to 4 part~es These negotmt~ons be related to the sale of the Caty's share of TMPA, and vamous proposals for the best use of the Cxty's other generation assets · RMI w, ll evaluate the econonuc terms of the proposals and calculate the net present value of the different proposals m order to assmt m determining the best offer 97A - 1 Exhibit "A" In the evaluahon, RMI wR1 run, as needed, the PROSYM produchon cost program to model alternative generation and purchased power configurations to evaluate the economucs associated with chfferent options under d~fferent scenarios · RMI will work with the City and the compames to address questions related to the prowslon of ancillary serwces and transnusslon These factors will be addressed m negotmt~ons and mcluded m the econonuc analysis · As part of negohatmns, RMI will work with the C~ty to ~dentffy and evaluate the comparues ab~hty to assume rink assoc,ated with varmt~ons m costs related to fuel, transmmslon, and other factors · RMI will prowde presentations to staff, the Utthty Board, and members of Council as requested A final report will be provided comparing alternative proposals should there not be a clear winner · RIVE will perform services as necessary to support tins process to secure power supply for the future, as d~rected by C~ty staff BUDGET Budget for work performed under flus Task Order m difficult to estunate due to the variables revolved, such as the number of part~es to be included m the negotmt~on process The estunated budget for flus Task Order m $97,000 Tins assumes that the Cat)' of Garland approves a lrke amount Should Garland not approve a hke budget, RMI w.ll subnut a new Task Order and Budget All work will be billed on a monthly bas~s Ttus Task Order ~s authorized and made an attachment to the above identified Professional Services Agreement through the signatures below Authorized by Accepted/~y~ Caty of Denton, Texas Res~ur~. e ~an~ger~nt International, Inc 97A - 2 FEES FOR SERVICES RESOURCE MANAGEMENT INTERNATIONAL, INC 1997 Professaonal and support servaces, except for testamony, shall be balled at the followmg ra~es Managing Executave Consultant $166 per hour Pnncapal Executtve Consultant $150 per hour Executave Consultant $142 per hour Prmcapal Consultant $131 per hour Supervasmg Consultant $116 per hour Seruor Consultant $106 per hour Assocaate Professaonal $ 92 per hour Analyst $ 81 per hour Research Assastant $ 61 per hour Techmcaan $ 53 per hour Office Servaces $ 49 per hour The above rates shall be adjusted each year, commencang January 1, 1998, to reflect the change an rates officaally estabhshed by the RMI Board of Darectors Testamony shall be balled at not less than eaght (8) hours per day Reproductaon, print~ng, commumcat~ons, computer servaces, and other n~scellaneous support servaces shall be balled at rates for such servaces as detemuned from t~me to t~me and officially estabhshed by the RMI Board of Darectors plus ten (10) percent All travel, food, lodgmg, and rmscellaneous expenses, except automobale mileage, associated wath the provmlon of servaces hereunder shall be balled at cost Automobale mileage shall be balled at $0 30 per rrule Chent shall reamburse R.MI for any apphcable sales tax ~mposed on servaces rendered by RMI to Chent