2010-187ORDINANCE NO. 2010-187
AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY
MANAGER TO EXECUTE A FIRST AMENDMENT TO PROFESSIONAL AND
PERSONAL SERVICES AGREEMENT WITH KEMA, INC., A CORPORATION FOR
EXAMINING FOR THE THE AND NERC REGULATORY COMPLIANCE OF THE
DENTON MUNICIPAL ELECTRIC SYSTEM; AUTHORIZING THE EXPENDITURE OF
FUNDS THEREFOR IN THE FURTHER AMOUNT NOT-TO-EXCEED AN ADDITIONAL
$86,360; AND PROVIDING AN EFFECTIVE DATE (FILE NO. 4412 - AGGREGATING
NOT-TO-EXCEED $255,940).
WHEREAS, the City Council deems that it is in the public interest to continue to engage
KEMA, Inc., a Corporation ("KEMA"), to provide personal and professional services pertaining
to the compliance of Denton Municipal Electric ("DME") with the standards set by state and
federal regulatory agencies THE and NERC. KEMA is a global engineering firm, systems
integrations firm, as well as a global management firm who in this continued engagement will
assess compliance to the national standards as well as identifying areas for improvement in these
processes; and
WHEREAS, these services are necessary to be performed by an outside specialty firm to
gauge and audit compliance with the industry standards; and City Staff has selected this firm
because of their high reputation in the electric industry, as several other Texas cities have. City
Staff has determined that the firm is competent and the fees under the Agreement are fair and
reasonable, and are consistent with and not higher than the recommended practices and fees
published by the applicable associations applicable to KEMA's profession, and that such fees do
not exceed the maximum provided by law: and
WHEREAS, DME is presently registered with NERC as a DP (Distribution Provider) and
presently there are fourteen (14) actively monitored NERC Standards. However, with the
connection of the R. D. Wells Substation and the 138 KV line built by DME to energize the
station, the Compliance Registration for DME will be upgraded to three new additional
registration functions. These are the LSE (load serving entity), the TO (transmission owner) and
the TP (transmission planner). These additional registrations will impose upon DME ninety-
seven (97) newly monitored standards. If there is regulatory noncompliance then the City can
possibly be subject to fines and sanctions levied by both the THE and the NERC; and
WHEREAS, DME will be required to register with both the THE and NERC as an LSE,
TO and TP prior to adding any additional load to the R.D. Wells Substation and the completion
of the new tie line from the R.D. Wells substation to the Hickory Substation, which is expected
soon; and
WHEREAS, the City Council has determined that there is a "critical business need," as
previously determined in Ordinance No. 2009-189, approved on September 1, 2009; in that the
services described hereinabove are to be used on electric production, transmission, distribution
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and station systems, and the requested services are a procurement for personal services or highly
technical services and are additionally a procurement necessary to protect the competitive
position of Denton Municipal Electric; and
WHEREAS, the City staff has reported to the City Council that there is a substantial need
for the above-referenced personal and professional services, and that limited City staff cannot
adequately perform the highly specialized services and tasks with respect to NERC/TRE
compliance with its own personnel, as outside personnel are necessary to determine compliance;
and
WHEREAS, after a recommendation of approval by the Public Utility Board, the City
Council adopted Ordinance No. 2009-255 at its meeting of October 6, 2009 which pertained to
the "Professional and Personal Services Agreement for TRE/NERC Compliance Consultant"
which approved the retention of KEMA for the services referenced hereinabove in the original
not-to-exceed amount of $169,580; and
WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional
Services Procurement Act." generally provides that a City may not select a provider of
professional services on the basis of competitive bids, but must select the provider on the basis of
demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price;
NOW THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1: The preamble to this ordinance is incorporated herewith for all purposes.
SECTION 2: The City Manager is hereby authorized to execute a "First Amendment to
Professional and Personal Services Agreement for KEMA, Inc." (the "First Amended
Agreement") with KEMA, Inc., a Corporation, in an amount not-to-exceed an additional $86,360
(aggregating $255,940) for continued professional and personal services, pertaining to the
TRE/NERC compliance of Denton Municipal Electric; in substantially the form of the First
Amended Agreement attached hereto as Exhibit "A" which is incorporated herewith by
reference.
SECTION 3: The award of this Agreement by the City is on the basis of the
demonstrated competence, knowledge, and qualifications of KEMA and the demonstrated ability
of KEMA to continue to perform the services needed by the City for a fair and reasonable price.
SECTION 4: The expenditure of funds as provided in the attached First Amended
Agreement is hereby authorized.
SECTION 5: This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of , 2010.
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ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By: kil'A' ~ ~ ~ OL'a2 -
APPR ED A40 LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
By:
STATE OF TEXAS
COUNTY OF DENTON
FIRST AMENDMENT TO
PROFESSIONAL AND PERSONAL SERVICES AGREEMENT WITH KEMA INC.
(FILE #4412)
THIS FIRST AMENDMENT TO PROFESSIONAL AND PERSONAL SERVICES
AGREEMENT WITH KEMA INC. for highly technical services, is in compliance with City of
Denton, Texas Ordinance No. 2009-189, and is made and entered into as of the 2nd day of
August, 2010, by and between the City of Denton, Texas, a Texas municipal corporation, with its
principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter
called "OWNER;" and KEMA Inc., a Corporation, with its corporate office at 4377 County Line
Road, Chalfont, Pennsylvania, hereinafter called "CONSULTANT;" each acting herein, by and
through their duly authorized officials, officers and representatives.
WITNESSETH, that in consideration of the covenants and agreements herein contained,
the parties hereto do mutually agree to amend the terms of the original Professional and Personal
Agreement for TRE/NERC Compliance Consultant" for the first time (the "Agreement") as
follows:
ARTICLE I
EMPLOYMENT OF CONSULTANT
Delete the 2nd paragraph of Article I of the Agreement entitled "Employment of
Consultant" and substitute the following:
"The Project shall now include, without limitation, highly technical services to advise the
City of Denton/Denton Municipal Electric regarding conformance to the TRE/NERC reliability
standards as outlined more specifically in Proposal No. 10-2475."
ARTICLE II
SCOPE OF SERVICES
In Article H of the Agreement, delete the words "CONSULTANT'S Proposal No. 009-
1851" and instead substitute "CONSULTANT'S Proposal No. 10-2475." This Proposal is
attached hereto as Exhibit "A" and is incorporated herewith by reference.
ARTICLE III
COMPENSATION
In Paragraph 3, line 5 of Article V. of the Agreement delete the amount of "$169,580"
and instead substitute the following language: "not to exceed an additional sum of $86,360,
aggregating the sum of $255,940."
ARTICLE IV
NOTICES
The provisions of Article XIV of the Agreement are amended to add the following two
persons regarding the sending of notices as regards the OWNER:
To OWNER:
City of Denton, Texas
George C. Campbell, City Manager
215 East McKinney Street
Denton, Texas 76201
City of Denton, Texas
Phil Williams, General Manager
1659 Spencer Road
Denton, Texas 76205
Phone: 940 349-8487
ARTICLE V
EFFECT OF THIS FIRST AMENDMENT
CONSULTANT AND OWNER hereto agree, that except as specifically provided for by
this First Amendment, that all of the terms, covenants, conditions, agreements, rights,
responsibilities, and obligations of the Parties, set forth in both the Agreement and the First
Amendment, shall be and will remain in full force and effect.
IN WITNESS HEREOF, the City of Denton, Texas has executed this Agreement to be
executed by its duly authorized City Manager; and CONSULTAN has execute this Agre ment
through its duly authorized undersigned officer on this the day of ,
2010.
"OWNER"
THE CITY OF DENTON, TEXAS
A Texas Municipal Corporation
By:
GEORG . CAMPBELL, CI Y MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By:
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APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
By:
"CONSULTANT"
KEMA, INC.
A Corporation
By: 6 -
ATTEST:
By:
APPROVED AS TO LEGAL FORM:
By:
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