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1996-125 ORDINANCE NO AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH RESOURCE MANAGEMENT INTERNATIONAL ("RMI") BY ADDING A TASK ORDER AND AUTHORIZING ADDITIONAL COMPENSATION, AND PROVIDING AN EFFECTIVE DATE ~ That the City Manager is hereby authorized to execute an amendment to the contract with Resource Management International ("RMI") in substantially the form of Task Order No 96-02, which is attached to and made a part of this ordinance for all purposes, by adding additional tasks and an additional amount not to exceed $30,000 for the additional services to be performed by RMI SECT~ That the expenditure of funds as set forth in the attached Task Order No 96-02 is hereby authorized SECTION III That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the&~/~day of ~_/~__, 1996 JAC~ ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CIT~ ATTORNEY STATE OF TEXAS § COUNTY OF DENTON § PROFESSIONAL SERVICES AGREEMENT Tlus Agreement is entered into this 1st day of December 1995, by and between Resource 5 Management InternaUonal, Inc ("RMI'), a Cahfornm corporation, and City of Denton, Texas ("City"), a Texas mumc~pal corporataon with its pnnclple office at 215 East MclQnney Street, Denton, Texas, 76201, for professional and related services to be prowded to City, both parses acting by and through their duly authorized representauves I SCOPE OF SERVICES RMI shall provide to C~ty the services set forth ~n individual Task Orders made attachments to this Agreement, including without hm~taUon, Task Order No 95-01 "Regulatory Support Services' which is made a part of this Agreement for all purposes H FEES FOR SERVICES For services prowded by RMI to City pursuant to this Agreement, City shall pay RMI in accordance w~th the rates and charges set forth in Exhibit A, "Fees for Sennces,' attached hereto and made a part of this Agreement for all purposes prowded however, such charges and rates shall not exceed $5,000 unless the City agrees by an amendment to tMs Agreement to increase the mayamum fee for services HI BILLING AND PAYMENT RMI shall submit a monthly statement to City setting forth the amount due for services and itemizing amounts due for expenses City shall pay the full amount of such statement within thirty (30) days after recexpt Any sums billed, not disputed in written form setting forth specific exgeptlons 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 (lt/:) percent or the maximum rate perrmtted by law, for each month or fraction thereof past due Nothing contmned m this article shall require the C~ty to pay for any work which is unsaUsfactory as reasonably determined by the ExeCuttve Director of Ut~ht~es for the City or which is not submitted m comphance w~th the terms of th~s contract Nor shall any late charge apply to any such PAGE 1 unsaUsfactory or disputed work The City shall not be required to make any payments to RMI when RMI is in default under this Agreement INDEPENDENT CONTRACTOR RMI shall provide services to City as an independent contractor, not as an employee of City RM1 shall not have or clmm any right arising from employee status RMI agrees to perform the servtces hereunder m connectton with the project as stated in the secttons to follow with dthgence and m accordance with the highest professional standards obtmned for such servtces in the State of Texas V TERM AND TERMINATION OF AGREEMENT (a) Unless otherwise terminated as provided herein, th~s Agreement shall become effecttve upon exeeuUon by the pames and shall terminate when (O the services provided for herein have been fully and completely performed or (iQ December 31, 1998, whmhever occurs first This Agreement may be sooner terminated in accordance with the provisions hereof Time is of the essence in th~s Agreement RMI will make all reasonable efforts to complete the servmes set forth hereto as expedit~ously 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 substanttallyfa£~-~-n~o fulfill its obh§attons under the Agreement No such termination will be affected, unless the breaching party is given (1) written noUce, delivered by cerUfied marl, return receipt requested, of ~ntent to terminate, and not less than thirty (30) calendar days to cure the fmlure, and (2) an opportunity for consultatmn with the terminating party prior to terminat~on (d) If the Agreement is terminated prior to completion of the services to be provided hereunder, RMI shall immediately cease all services and shall render a final bill for services to City within thirty 00) days after the date of termlnatton, and City shall pay RMI for all servtces properly rendered and reimbursable expenses to termlnatton incurred prior to the date of termmatton m accordance with Sectton III Should the City subsequently contract with a new consultant for continuation of servmes on the project, RMI shall cooperate in providing mformatton All documents prepared or furnished by RMI pursuant to th~s Agreement shall become the property of owner but RMI may mmntmn copies of such documents for its use PAGE2 VI INSURANCE (a) RMI ahall mamtmn ~n effect at ~ts own expense, employer's hab~hty insurance, one m~lhon dollars ($1,000,000) aggregate of comprehensive general hab~hty msuranee 0~d~ly injury and property damage), five hundred thousand dollars ($500,000) aggregate of comprehensive automobile hab~hty insurance (bo&ly ~njury and property damage) w~th respect to employees and vehicles assigned to the prosecution of work under th~s Agreement, and one- mflhon dollars ($1,000,000) aggregate of professional hab~hty ~nsurance RMI shall also mamtmn statutory worker's compensataon ~nsurance (b) RMI shall obtmn and thereafter ma~ntmn m effect, ~f available, such addmonal insurance may be requested m writing by CRy, the cost of which w~ll be reimbursed by City (e) RMI shall furmsh msuranee certtficates to evidence such coverages to CRy The C~ty shall be named as an add~ttonal insured on such pohc~es The cerlaficates shall contain a prows~on that such ~nsurance shall not be canceled or modified w~thout thirty (30) days prior written not, ce to C~ty VII LIABILITY Ga) RMI shall ~ndemmfy and hold harmless C~ty, its d~rector~--"s,~, ricers, partners, agents, and employees from and agamst any and all habihty, clmms, clematiss, damages, losses, and expenses, including but not hnuted to attorney's fees, for which RMl~esultmg from neghgent acts, errors, or omissions by RMI,, ~ts al:rectors, officers, agents, and ehiployees m performance of services reqmred by th~s Agreement L~abll~ty, cta~ms, demands, damages, losses, or expenses resulting from the neghgent acts, errors or omissions, whether active or passive, by C~ty, ~ts directors, officers, partners, agents, employees, are excluded from RMI's obhgataons pursuant to th~s paragraph 0a) RMI's obhgations to mdemmfy and hold City harmless shall be expressly hm~ted to the proceeds of ~ts apphcable insurance coverage (c) In the event that C~ty changes m any way or uses m another project or for other purposes any of the mformatton or materials developed by pursuant to th~s Agreement, RMI is released from any and all hab~hty relating to their use m that project and to the extent allowed by law CRy shall mdemmfy and hold harmless RMI, ~ts directors, officers, agents, and employees from and against any and all hab~hty, clatms, demands, damages, losses, and expenses, including but not hm~ted to attorney's fees, arising out of such changes or use (d) Nothing ~n th~s Agreement shall be construed to create a duty to, any standard of care w~th reference to, or any hab~hty to any person not a party to this Agreement PAGE 3 vm 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 WAIVER Any waiver at any tame by either party of its rights with respect to a default under tlus Agreement, or with respect to any other matters arising in connectaon 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 m this Agreement to be otherwise, the duUes, obhgaUons, and llablhttes of the part~es are intended to be several and not joint or collecUve Nothing contmned in tlus Agreement shall be construed to create an associauon, trust, partnership, or joint venture or impose a trust or partnership duty, obhgaUon, or hablhty on or with regard to either party Each party shall be individually and severally liable for its own obhgataons under this Agreement Xl All changes or modifications to this Agreement shall be in wnUng and signed by both XII GOVERNING LAW This Agreement shall be construed and interpreted according to, and the rights of the pames shall be governed by, the laws of the State of Texas Venue of any suit or cause of actaon under this Agreement shall lie exclusively in Denton County, Texas xm ATTORNEY'S FEES If either party becomes involved in litigation arising out of this Agreement or the performance thereof, the prevmhng party shall be entitled to reasonable attorney's fees, costs and expenses, in addition to any other relief to which that party may be entitled This provision shall be construed as applicable to the entire Agreement PAGE 4 XIV ENTIRE AGREEMENT This Agreement constitutes the complete and final expression of the agreement of the part~es and is intended as a complete and exclustve statement of the terms of theur agreements and supersedes all prior and contemporaneous offers, promises, representauons, negoUaUons, discussions, commumcattons, and agreements which may have been made ~n connecUon with the subject matter hereof XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent juns&ct~on to be mvahd or unenforceable, it shall be constdered severable from the remainder of tim Agreement and shall not cause the remmnder to be invalid or unenforceable In such event, the pames shall reform this Agreement to replace such stricken provision with a vahd and enforceable provision which comes as close as possible to expressing the intention of the stricken provision NOTICES (a) Any not~ce, demand, information, invoice, report, or ~tem otherwise requu~d, anthonzed, or provided for in this Agreement, unless otherwise specified herein, shall be deemed properly given If dehvered in person or sent by United States Mml, Fntst Class postage prepaid To RMI' Resource Management International, Inc P 0 Box 15516 Sacramento, CA 95852-1516 Copy to. Resource Management International, Inc 8310 Capital of Texas Hwy North, Suite 385 Austin, Texas 78731 TO City Executive Director, Department of Ut~ht~es City of Denton, Texas 715 E Mcl(anney Street Denton, Texas 76201 Co) All notices shall be deemed effective upon receipt by the party to whom such not~ce is given PAGE 5 XVH RESPONSIBILITY FOR WORK Approval by the Ctty shall not constitute nor be deemed a release of RMI, ~ts 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 responstbfl~ty by the C~ty for any defect m the work prepared by RMI, ~ts employees, subcontractors, agents, and consultants xvm CAPTIONS The capUons of th~s Agreement are for mtormaUonal purposes only and shall not m any way affect the substantive terms or condmons of th~s Agreement XlX SIGNATURE CLAUSE The s~gnatones hereto represent that they are authorized to enter into this Agreement on behalf of the party for whom they s~gn City of Denton, Texas a/\~ Resource Management International, Inc , By Its~ts Approved As To Form Herbert L Prouty CRy Attorney PAGE6 ATTACHMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN RESOURCE MANAGEMENT INTERNATIONAL, INC AND THE CITY OF DENTON, TEXAS DATED DECEMBER 1, 1995 TASK ORDER NO 95-01 REGULATORY SUPPORT SERVICES Serv:ces provided under th:s Task Order will provide assistance to the C~ty of Denton, Texas (City) m tbetr efforts to be reformed on aeUvmes under way at the Pubhc UUhty Comm~mon of Tex~ (PUC) related to restructunng m the elecmc industry The scope of services will revolve a range of potenUal acUwUes Task A includes services to be provided on an as needed bas~s to assist the City m various acuvmes correspenthng to projects under way at the PUC Tasks B and C relate to activittes prowdmg reformation on current acUwttes at the PUC SCOPE OF SERVICES Task A Provide addmonal activities as requested which may include 1 Assistance m prepermg remarks to the Commission 2 Assistance m interpreting rules, parttcularly those whxch have changed as a result of Senate Bill 373 and the related changes to the Pubhc Utd~ty Regulatory Act 3 Arrange for meeUngs w~th PUC staff for the Ctty to d~scuss ~ssues of interest 4 Miscellaneous regulatory services as requested Task B Provide the City reformation of scheduled act~wUes at the PUC relating to the following projects relating to restruetunng of the Texas utility market ® Project 14045 - Transmission Access and Pricing Project 14400 - Integrated Resource Planning Rule · Project 15000 - Electric Industry Restruetunng · Project 15001 - Stranded Costs · Project 15002 - Scope of Competition PAGE7 Task C Provtde copxes to the City of reformation from these projects for the City's review The mformat~on to be provtded will include that received by RMI as a party to these proceedings and other documents as they are identified BUDGET Charges for these services will not exceed $5,000 for Ume and expenses under this Task Order authorization This Task Order is authorized and made an attachment to the above ldenufied Professional Services Agreement through the signatures below Authorized by Accepted by City of Denton, Texas ~ Resource Management International, Inc PAGE 8 EXHIBIT A FEES FOR SERVICES 1995 Professional and support services, except for testimony, shall be billed at the following rotes Manag, ng Executive Consultant $152 per hour Principal F, xecuUve Consultant $137 per hour Executtve Consultant $131 per hour Pnn¢ipal Consultant $121 per hour Supervism$ Consultant $108 per hour Semor Consultant $ 98 per hour Assocmte Professional $ 85 per hour Analyst $ 75 per hour R~h Assistant $ 57 per hour Techmc~an $ 49 per hour Office Services $ 45 per hour The above ram shall be adjusted each year, commencing January 1,1996, to reflect the change in rates officially established by the RMI Board of D~rectors TesUmony shall be billed at not less than eight (8) hours per day ReproducUon, pnnUng, communicaUons, computer services, and other miscellaneous support servtces shall be btlled at ram for such services as determined from time to Ume and officially established by the RMI Board of Directors plus ten (10) percent All travel, food, lodging, and miscellaneous expenses, except automobile mileage, associated with the provision of servtces hereunder shall be balled at cost Automobile mileage shall be balled at $0 25 per mile City shall retmburse RMI for any apphcable sales tax ~mposed on services rendered by RMI to City ATTACHMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN RESOURCE MANAGEMENT INTERNATIONAL, INC AND THE CITY OF DENTON, TEXAS DATED JANUARY 26, 1996 TASK ORDER NO 96-01 REGULATORY SUPPORT SERVICES PROJECTS 15000f 15001, 15002 Services provided under this Task Order w~ll provide assrstance to the City of Denton, Texas (City) m the following ProJects currently under way at the Public Utility Comrmsslon of Texas (PUC) · Project 14045 - Transn'usslon Access and Pricing · Project 14400 - Integrated Resource Planning Rule · Project 15000 - Electric Industry Restructuring · Project 15001 - Stranded Costs · Project 15002 - Scope of Compet~hon The scope of services ~ncludes five docketed projects because of the interrelated nature of these proceedings Primary focus will be on Project 15001 Stranded Costs The purpose of RMI's assistance will be to keep the City mformed of the various activlhes under way at the PUC and assist the C~ty m evaluating the various ~ssues being addressed by the PUC m response to changes In the Public Ut~hty Regulatory Act (PUPA 95) The work m association with the stranded cost docket will focus on attending and participating m ongoing PUC heanngs and workshops and assisting the City m developing and defending positions which benefit the City The extent of work in other dockets will be at the dlrechon of the City SCOPE OF SERVICES Task A Evaluation of City's posit~on with regard to stranded cost 1 RMI wdl review the City's potential exposure to stranded costs to assist m developing the City's position on this issue The review will include consideration of the City's position with respect to its obligations in TMPA 2 Potential exposure to both wholesale and retail stranded costs will be reviewed Wholesale will be considered both from the perspective of a seller and purchaser of wholesale power Retail will look at exposure of generation and distribution costs 3 RMI proposes a half day meehng of interested TMPA cihes to discuss stranded costs and how it could affect TMPA as well as the individual cihes 4 RMI will use spreadsheet models using the Lost Revenues Approach and the ECOM Approach being proposed By PUC and other part~es to calculate stranded cost exposure Task B Keep City updated regarding activities at the PUC 1 Keep City informed of dates and times of activit~es in these proceedings 2 Attend open meetings and stranded cost workshops and techrucal comrmttee meetings to stay reformed on stranded cost issues in order to provide guidance to City on these Issues 3 RMI wall brief City representatives on those meetings w~ch they do not personally attend and vail be avmlable to meet with the utihty board to update them on act~vlhes at the PUC and discuss the C~ty's exposure and posmons 4 Review, on a hrmted basis, parallel proceedmgs at the Federal Energy Regulatory Commission (FERC) and the Cahforma Public Utihty Comrmsslon on issues as they affect tins states investigation into stranded costs and determine where there are positions being taken that may affect the City if adopted in Texas 5 Maintain knowledge of positions being taken by slrealarly situated parties in Texas and m the nation 6 Rewew techmcal papers on sublect as needed to stay reformed and help develop strategy for C~ty's position 7 Work w~th other parties as necessary to understand stranded cost proposals and posit~ons of those parties 8 Form alhances with parties whose positions are aligned w~th the City's position m order to gain acceptance at the PUC 9 Keep C~ty's representatives reformed on zssues, discuss strategies and assmt as needed to prowde full representation at PUC m these proceedings Task C Prowde assmtance m evaluation of positions of other part~es and presenting City's position to PUC 1 RMI will review comments of other parties to stranded cost proceeding and dmcuss positions with City's representatives 2 Comments wril be fried at PUC in response to the PUC's Request For Comments, as issued from time to time P_MI w~ll work with City m prepanng those comments 3 R_MI wril be available to respond to staff and Comrmssloner's queshons both informally and through workshops 4 The spreadsheet models bemg proposed wril be evaluated and changes will be proposed to the PUC through comments and workshops where appropriate Task D Copies of documents from these projects (when not provided d~rectly) and other sources as requested by City will be provided The information to be provided will include documents that are received by RMI as a party to these various proceedings and other documents as they are identified BUDGET Charges for these serwces is estmaated to be $50,000 for tame and expenses Because of the evolving nature of these proceedings, the actual costs may vary depending on the extent of addltaonal hearings, comments and workshops This budget is established as an ~ruhal budget, and may be evaluated at anytime by R_MI or the City It is understood that this budget is a total for these services and the actual costs paid by the City will be its prorata share of the total bllhng The prorata share w~ll be deterrmned by equally dividing the costs among the four Texas Mumopal Power Agency (TMPA) crees RMI will bill monthly and will not exceed the $50,000 mltaal budget without approval from the City and other parhclpatmg cities This Task Order is authorized and made an attachment to the above ldentafled Professional Services Agreement through the signatures below Authorized by Accepted by City of Denton, Texas Resource Management International, Inc ATTACHMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN RESOURCE MANAGEMENT INTERNATIONAL, INC AND THE CITY OF DENTON, TEXAS TASK ORDER NO 96-02 ECOM FILING PROJECT 15001 Services provided under flus Task Order will provide assistance to the City of Denton, Texas (City) by preparing the filing for stranded cost to be filed June 17, 1996 at the Public Ut~hty Comnussion of Texas (PUC) The scope of services includes time for work with PUC staff discussing issues specific to the TMPA Cities, discussions with Denton and other TMPA member citaes and TMPA staff as necessary to gather and prepare information for the filing The information from this work will be used for the stranded cost f~hng and also to provide a basis for Denton's competitive assessment strategic planning process SCOPE OF SERVICES Task A Gathering of Data For Filing Model 1 RMI will perform a detailed review of the Excess Cost Over Market (ECOM) model and fflmg requarements 2 RMI w~ll meet with PUC staff to discuss msues related to the filing specxfic to the operation of the Texas Mttmclpal Power Pool (TMPP) Through these discussions it w~ll be determined whether Denton's stranded costs should be calculated using TMPP umts and dispatch or Denton's own resources 3 Operational and cost data will be gathered on generation umts owned by Denton and TMPA for the filing TI'us data will be supplied by Denton and TMPA 4 Denton's erast~ng load forecast will be used for sales input to the ECOM model 5 Denton's and TMPA fuel supply contracts will be reviewed to gather information on future fuel costs Fuel prolectaons for each unit will be made To extent fuel prolechons are available for Denton and TM-PA units, those fuel projection will be reviewed and used for the filing 6 RMI will use a production cost model or spreadsheet model to develop generation costs Whether the productaon cost model or a spreadsheet model is used will depend on PUC criteria and avallablhty of data within time frame Task B Preparation of ECOM Filing Package 1 RMI will input all generation, load and cost data to the model 2 RM! will produce the 54 runs reqrured for the filing This includes printed results for the six scenarios using three efficiency assumptions and three market price assumptmns for a combined 54 runs 3 The filing package will be completed and the results discussed with Denton staff The model, printed results and necessary documentahon will be filed with the PUC BUDGET RMI will perform these services on a t~me and expense basis All work will be billed on a monthly basis in accordance with the Professional Services Agreement and the hourly rate schedule for the current year Charges for these services are projected to be $30,000 for fume and expenses Tlus project~on of costs is based on RMI's assumptions regarding avallablht3, of data from TMPA and the City Should the scope of ttus prolect be changed due to availability of data or changes m requirements from PUC as a result of their on-gomg review process, RMI will notify the City of any need to adjust the budget RMI will bill monthly and will not exceed ttus budget without approval from the City This Task Order is authorized and made an attachment to the above identified Professional Services Agreement through the signatures below Authorized by Accepted by City of Denton, Texas Resource Management International, Inc By By Dated