2008-072ORDINANCE NO. ~OOS^ D7Z
AN ORDINANCE ACCEPTING SEALED PROPOSALS AND A WARDING A CONTRACT FOR
THE SERVICES OF A MANAGEMENT CONSULTANT FOR DENTON MUNICIPAL
ELECTRIC; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND
PROVIDING AN EFFECTIVE DATE (RFSP 3930- MANAGEMENT STUDY OF ELECTRIC
UTILITY AND SUPPORT SERVICES AWARDED TO NAVIGANT CONSULTING, INC. IN
THE AMOUNT OF $259,750).
WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for
the purchase of Insurance Consultant Services in accordance with the procedures of State law and
City ordinances; and
WHEREAS, the City Manager or a designated employee has received and reviewed and
recommended that the herein described proposals are the most advantageous to the City considering
the relative importance of price and the other evaluation factors included in the request for proposals;
and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The items in the following numbered request for proposal for materials,
equipment, supplies or services, shown in the "Request Proposals" on file in the office of the
Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City
considering the relative importance of price and the other evaluation factors included in the request
for proposals.
RFSP
NUMBER CONTRACTOR AMOUNT
3930 Navigant Consulting, Inc. $259,750
SECTION 2. By the acceptance and approval of the above numbered items of the submitted
proposals, the City accepts the offer of the persons submitting the proposals for,such items and
agrees to purchase the materials, equipment, supplies or services in accordance with the terms,
specifications, standards, quantities and for the specified sums contained in the Proposal Invitations,
Proposals, and related documents.
SECTION 3. Should the City and person submitting approved and accepted items and of the
submitted proposals wish to enter into a formal written agreement as a result of the acceptance,
approval, and awarding of the proposals, the City Manager or his designated representative is hereby
authorized to execute the written contract; provided that the written contract is in accordance with
the terms, conditions, specifications, standards, quantities and specified sums contained in the
Proposal and related documents herein approved and accepted.
SECTION 4. By the acceptance and approval of the above enumerated bids, the City
Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with
the approved bids.
SECTION 5. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the ~ 5t day of , 2008.
~,~ . Yn~`12~v
PERRY R. McNEILL, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
BY: /i
4-ORD- ~ 3930
PROFESSIONAL SERVICES AGREEMENT
FOR MANAGEMENT STUDY OF ELECTRIC UTILITY AND SUPPORT SERVICES
RFSP 3930
STATE OF TEXAS §
COUNTY OF DENTON §
THI AGREEMENT is made and entered into as of the ~ ~ day of
20 0,~ , 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 Navigant Consulting, Inc., with its corporate
office at 98 San Jacinto, Suite 900 Austin TX 78701, hereinafter called "CONSULTANT,"
acting herein, by and through their duly authorized representatives.
WITNESSETH, that in consideration of the covenants and agreements herein contained,
the parties hereto do mutually agree as follows:
ARTICLE [
EMPLOYMENT OF CONSULTANT
The OWNER hereby contracts with the CONSULTANT, as an independent contractor,
and the CONSULTANT hereby agrees to perform the services herein in connection with the
Project as stated in the sections to follow, with diligence and in accordance with the highest
professional standards customarily obtained for such services in the State of Texas. The
professional services set out herein are in connection with the following described project:
The Project shall include, without limitation, RFP 3930 Management Study of Electric
Utility and Support Services.
ARTICLE II
SCOPE OF SERVICES
The CONSULTANT shall perform the following services in a professional manner:
A. The CONSULTANT shall perform all those services as necessary and as described in the
OWNER's RFSP 3930, which is on file in the office of the City Secretary and the
Purchasing Agent of the OWNER and made a part hereof as Exhibit "A" as if written
word for word herein.
B. To perform all those services set forth in CONSULTANT'S Proposal dated 12/26/08,
which proposal is on file in the office of the City Secretary and the Purchasing Agent of
the OWNER and made a part hereof as Exhibit "B" as if written word for word herein.
Page 1
S:\prchlContracts Documents13930 Navigant Consulting PSA.doc3930 Navigam Consulting PSA
ARTICLE IV
PERIOD OF SERVICE
This Agreement shall become effective upon execution of this Agreement by the
OWNER and the CONSULTANT and upon issue of a notice to proceed by the OWNER, and
shall remain in force for the period which may reasonably be required for the completion of the
Project, including Additional Services, if any, and any required extensions approved by the
OWNER. This Agreement may be sooner terminated in accordance with the provisions hereof.
Time is of the essence in this Agreement. The CONSULTANT shall make all reasonable efforts
to complete the services set forth herein as expeditiously as possible and to meet the schedule
established by the OWNER, acting through its City Manager or his designee.
ARTICLE V
COMPENSATION
A. COMPENSATION TERMS:
"Subcontract Expense" is defined as expenses incurred by the CONSULTANT in
employment of others in outside firms for services in the nature of N/A
2. "Direct Non-Labor Expense" is defined as that expense for any assignment
incurred by the CONSULTANT for supplies, transportation and equipment,
travel, communications, subsistence, and lodging away from home, and similar
incidental expenses in connection with that assignment.
B. BILLING AND PAYMENT: For and in consideration of the professional services to be
performed by the .CONSULTANT herein, the OWNER agrees to pay a total fee,
including reimbursement for direct non-labor expenses not to exceed $259,750.
Partial payments to the CONSULTANT will be made on the basis of detailed monthly
statements rendered to and approved by the OWNER through its City Manager or his
designee; however, under no circumstances shall any monthly statement for services
exceed the value of the work performed at the time a statement is rendered. The
OWNER may withhold the final five percent (5%) of the contract amount until
completion of the Project.
Nothing contained in this Article shall require the OWNER to pay for any work which is
unsatisfactory, as reasonably determined by the City Manager or his designee, or which is
not submitted in compliance with the terms of this Agreement. The OWNER shall not be
required to make any payments to the CONSULTANT when the CONSULTANT is in
default under this Agreement.
It is specifically understood and agreed that the CONSULTANT shall not be authorized
to undertake any work pursuant to this Agreement which would require additional
payments by the OWNER for any charge, expense, or reimbursement above the
maximum not to exceed fee as stated, without first having obtained written authorization
Page 3
S:\prchlContrac[s Documents\3930 Navigan[ Consulting PSA.doc3930 Navigam Consulting PSA
from the OWNER. The CONSULTANT shall not proceed to perform the services listed
in Article III "Additional Services," without obtaining prior written authorization from
the OWNER.
C. ADDITIONAL SERVICES: For additional services authorized in writing by the
OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of
Charges at an hourly rate shown in Exhibit "B." Payments for additional services shall
be due and payable upon submission by the CONSULTANT, and shall be in accordance
with subsection B hereof. Statements shall not be submitted more frequently than
monthly.
D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for
services and expenses within thirty (30) days after receipt of the CONSULTANT'S
undisputed statement thereof, the amounts due the CONSULTANT will be increased by
the rate of one percent (1%) per month from the said thirtieth (30th) day, and, in addition,
the CONSULTANT may, after giving seven (7) days' written notice to the OWNER,
suspend services under this Agreement until the CONSULTANT has been paid in full all
amounts due for services, expenses, and charges, provided, however, nothing herein shall
require the OWNER to pay the late charge of one percent (I%) set forth herein if the
OWNER reasonably determines that the work is unsatisfactory, in accordance with this
Article V, "Compensation."
ARTICLE VI
OBSERVATION AND REVIEW OF THE WORK
The CONSULTANT will exercise reasonable care and due diligence in discovering and
promptly reporting to the OWNER any defects or deficiencies in the work of the
CONSULTANT or any subcontractors or subconsultants.
ARTICLE VII
OWNERSHIP OF DOCUMENTS
All documents prepared or furnished by the CONSULTANT (and CONSULTANT'S
subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and
shall become the property of the OWNER upon the termination of this Agreement. The
CONSULTANT is entitled to retain copies of all such documents. The documents prepared and
fumished by the CONSULTANT are intended only to be applicable to this Project, and
OWNER'S use of these documents in other projects shall be at OWNER'S sole risk and expense.
In the event the OWNER uses any of the information or materials developed pursuant to this
Agreement in another project or for other purposes than specified herein, CONSULTANT is
released from any and all liability relating to their use in that project.
Page 4
S:\prch\Contracls Documents\3930 Navigant Consulting PSA.doc3930 Navigant Consulting PSA
ARTICLE VIII
INDEPENDENT CONTRACTOR
CONSULTANT shall provide services to OWNER as an independent contractor, not as
an employee of the OWNER. CONSULTANT shall not have or claim any right arising from
employee status.
ARTICLE IX
INDEMNITY AGREEMENT
The CONSULTANT shall indemnify and save and hold harmless the OWNER and its
officers, agents, and employees from and against any and all liability, claims, demands, damages,
losses, and expenses, including, but not limited to court costs and reasonable attorney fees
incurred by the OWNER, and including, without limitation, damages for bodily and personal
injury, death and property damage, resulting from the negligent acts or omissions of the
CONSULTANT or its officers, shareholders, agents, or employees in the execution, operation, or
performance of this Agreement.
Nothing in this Agreement shall be construed to create a liability to any person who is not
a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at
law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this
Agreement, including the defense of governmental immunity, which defenses are hereby
expressly reserved.
ARTICLE X
INSURANCE
During the performance of the services under this Agreement, CONSULTANT shall
maintain the following 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 Carriers of at least an A- or above:
A. Comprehensive General Liability Insurance with bodily injury limits of not less than
$500,000 for each occurrence and not less than $500,000 in 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. Automobile 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. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate.
D. The CONSULTANT shall furnish insurance certificates or insurance policies at the
OWNER's request to evidence such coverages. The insurance policies shall name the
Page 5
S:\prch\Contmcts Documents13930 Navigant Consulting PSA.doc3930 Navigant Consulting PSA
OWNER as an additional insured on all such policies. CONSULTANT shall endeavor to
provide OWNER with any cancellation or modification to its insurance policies.
ARTICLE X[
ARBITRATION AND ALTERNATE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this Agreement by submitting the
dispute to arbitration or other means of alternate dispute resolution, such as mediation. No
arbitration or alternate dispute resolution 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 XII
TERMINATION OF AGREEMENT
A. Notwithstanding any other provision of this Agreement, either party may terminate by
giving thirty (30) days' advance written notice to the other party.
B. This Agreement may be terminated in whole or in part in the event of either party
substantially failing to fulfill its obligations under this Agreement. No such termination
will be affected unless the other party is given (1) written notice (delivered by certified
mail, return receipt requested) of intent to terminate and setting forth the reasons
specifying the non-performance, and not less than thirty (30) calendar days to cure the
failure; and (2) an opportunity for consultation with the terminating party prior to
termination.
C. If the Agreement is terminated prior to completion of the services to be provided
hereunder, CONSULTANT shall immediately cease all services and shall render a final
bill for services to the OWNER within thirty (30) days after the date of termination. The
OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily
performed and for reimbursable expenses to termination incurred prior to the date of
termination, in accordance with Article V "Compensation." Should the OWNER
subsequently contract with a new consultant for the continuation of services on the
Project, CONSULTANT shall cooperate in providing information. The CONSULTANT
shall turn over all documents prepared or furnished by CONSULTANT pursuant to this
Agreement to the OWNER on or before the date of termination, but may maintain copies
of such documents for its use.
ARTICLE XIII
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval by the OWNER shall not constitute, nor be deemed a release of the
responsibility and liability of the CONSULTANT, its employees, associates, agents,
subcontractors, and subconsultants 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
Page 6
S:\prch\CoNrac[s Documents\3930 Navigant Consulting PSA.doc3930 Navigant Consulting PSA
OWNER for any defect in the design or other work prepared by the CONSULTANT, its
employees, subcontractors, agents, and consultants.
ARTICLE XIV
NOTICES
All notices, communications, and reports required or permitted under this Agreement
shall be personally delivered or mailed to the respective parties by depositing same in the United
States mail to the address shown below, certified mail, return receipt requested, unless otherwise
specified herein. Mailed notices shall be deemed communicated as of three (3) days' mailing:
To CONSULTANT:
Navigant Consulting, Inc.
Heather Bailey
98 San Jacinto
Austin, TX 78701
To OWNER:
City of Denton DME
Phil Williams
1701 Spencer Road
Denton, Texas 76209
All notices shall be deemed effective upon receipt by the party to whom such notice is
given, or within three (3) days' mailing.
ARTICLE XV
ENTIRE AGREEMENT
This Agreement, consisting of 13 pages and two exhibits, 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 contemporaneous offers,
promises, representations, negotiations, discussions, communications, and agreements which
may have been made in connection with [he subject matter hereof.
ARTICLE XVI
SEVERABILITY
If any provision of this Agreement is found or deemed by a court of competent
jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of
this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event,
the parties shall reform this Agreement to replace such stricken provision with a valid and
enforceable provision which comes as close as possible to expressing the intention of the stricken
provision.
ARTICLE XVII
COMPLIANCE WITH LAWS
The CONSULTANT shall comply with all federal, state, and local laws, rules,
regulations, and ordinances applicable to the work covered hereunder as they may now read or
hereinafter be amended.
Page 7
S:\prch\Contracts Documents\3930 Navigant Consulting PSA.doc3930 Navigant Consulting PSA
ARTICLE XVIII
DISCRIMINATION PROHIBITED
In performing the services required hereunder, the CONSULTANT shall not discriminate
against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or
physical handicap.
ARTICLE XIX
PERSONNEL
A. The CONSULTANT represents that it has or will secure, at its own expense, all
personnel required to perform all the services required under this Agreement. Such
personnel shall not be employees or officers of, or have any contractual relations with the
OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or
potential conflict of interest that may arise during the term of this Agreement.
B. All services required hereunder will be performed by the CONSULTANT or under its
supervision. All personnel engaged in work shall be qualified, and shall be authorized
and permitted under state and local laws to perform such services.
ARTICLE XX
ASSIGNABILITY
The CONSULTANT shall not assign any interest in this Agreement, and shall not
transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without
the prior written consent of the OWNER.
ARTICLE XXI
MODIFICATION
No waiver or modification of this Agreement or of any covenant, condition, or limitation
herein contained shall be valid unless in writing and duly executed by the party to be charged
therewith, and no evidence of any waiver or modification shall be offered or received in evidence
in any proceeding arising between the parties hereto out of or affecting this Agreement, or the
rights or obligations of the parties hereunder, and unless such waiver or modification is in
writing and duly executed; and the parties further agree that the provisions of this section will not
be waived unless as set forth herein.
ARTICLE XXII
MISCELLANEOUS
A. The following exhibits, on file in the office of the City Secretary and the Purchasing
Agent of the OWNER, are made a part of this Agreement:
Exhibit A - RFP 3930, Management Study of Electric Utility and Support Services
Exhibit B - Navigant Consulting, Inc proposal
Page 8
S:\prch\Contracts Documents\3930 Vavigant Consulting PSA.doc3930 Vavigant Consuhing PSA
B. CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after
the final payment under this Agreement, have access to and the right to examine any
directly pertinent books, documents, papers, and records of the CONSULTANT
involving payments relating to this Agreement. CONSULTANT agrees that OWNER
shall have access during normal working hours to all necessary CONSULTANT facilities
and shall be provided adequate and appropriate working space in order to conduct audits
in compliance with this section. OWNER shall give CONSULTANT reasonable advance
notice of intended audits.
C. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton
County, Texas. This Agreement shall be construed in accordance with the laws of the
State of Texas.
D. For the purpose of this Agreement, the key persons who will perform most of the work
hereunder shall be Heather Bailey and Team Members listed in Exhibit B. However,
nothing herein shall limit CONSULTANT from using other qualified and competent
members of its firm to perform the services required herein.
E. CONSULTANT shall commence, carry on, and complete any and all projects with all
applicable dispatch, in a sound, economical, and efficient manner and in accordance with
the provisions hereof. In accomplishing the projects, CONSULTANT shall take such
steps as are appropriate to ensure that the work involved is properly coordinated with
related work being carried on by the OWNER.
F. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT'S
disposal all available information pertinent to the Project, including previous reports, any
other data relative to the Project, and arranging for the access thereto, and make all
provisions far the CONSULTANT to enter in or upon public and private property as
required for the CONSULTANT to perform services under this Agreement.
G. 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.
Page 9
S:\prch\Contracts Documents8930 Vavigant Consulting PSA.doc3930 Navigant Consuhing PSA
IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be
executed by its duly authorized City Manager, and CONSULTAi~j-T has executed this A reement
through its duly authorized undersigned officer on this the~~ day of ,
20~.
CITY OF DENTON, TEXAS
~~
GEORGE C. CAMPBELL, CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: CL.CiII~t~./
APPR VEDA O LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
BY:~~~~c_'~~6~
CONSULT,PNT ~~~~.~~.~ ~~tte~~o~
WITNESS:
BY:
Page 10
S:\prch\Contracts Documcnts\3930 ~lavigant Consulting PSA.doc3930 Vavigant Consulting PSA
THIS PAGE INTENTIONALLY LEFT BLANK
1
Page 11
S:\prch\Commcts Documentsl7930 Navigant Consulting PSA.doc3930 Navigant Consulting PSA
i
CONFLICT OF INTEREST O ~ ESTIONNAIRE FORM CIQ
For vendor or other person doing btisiness with local governmental entity
This questionnaire is being fled in accordance with chapter 176 of the Local Government Code
by a person doing business with the governmental entity. OFFICE USE ONLY
By law this questionnaire must be filed with th records administrator of the local government not Date Receives
later than the 7th business day after the date the person becomes aware of facts that require the
statement to be filed. See Section 176.006, Local Government Code.
i
i
A person commits an offense if the person violates Section 176.006, Local Government Code. An
offense under this section is a Class C misdemeanor.
I
1 Name of person doing business with local governmental entity.
z ~
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you fle an updated completed questionnaire with the appropriate filing authority not later than
September 1 of the year for which an activity described in Section 176.006(a), Local Government Code, is pending and
not later than the 7th business day after the date the originally filed questionnaire becomes incomplete or inaccurate.)
I
I
3 Describe each affiliation or business relatio nship with an employee or contractor of the local governmental entity who
makes recommendations to a local govern ment officer of the local governmental entity with respect to expenditure of
money.
~O~\~L. ~
I
I
4 Describe each affiliation or business relatio nship with a person who is a local government officer and who appoints or
employs a local government officer of the l ocal governmental entity that is the subject of this questionnaire.
` \~ ~--
AmenCeE 01 /1 312 0 0 6
Page l2
S:\prchlContmcts Documentsli930 Navigam Consulting PSA.doc3930 Navigant Consulting PSA
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor or other person doing business with local governmental entity Page 2
5 Name of local government officer with whom filer has affiliation or business relationship. (Complete this section only
if the Answer to A, B, or C is YES.)
This section, item 5 including subparts A, B, C 8 D, must be completed for each officer with whom the flier has affliction or
business relationship. Attach additional pages to this Form CIQ as necessary.
A. Is the local government offcer named in this section receiving or likely to receive taxable income from the fler of the
questionnaire?
0 Yes ~ No
B. Is the filer of the questionnaire receiving or likely to receive taxable income from or at the direction of the local
government offcer named in this se~clti~o~,n IAND the taxable income is not from the local governmental entity?
0 Yes I v i No
C. Is the filer of this questionnaire affiliated with a corporation or other business entity that the local government officer
serves as an officer or director, or holds an ownership of 10 percent or more?
Yes ~ No
D. Describe each affiliation or business relationship.
B Desc`ri~b~e\any other aifiliation or business relationship that might cause a conFlict of interest.
~~~
7
\~~ T
3~20~ o~
Signature of person doing business with the governmental entity Date
aoe~eea ovi3naos
Page 13
S:\prch\Contracts DocumentsU930 Navigan[ Consulting PSA.doc3930 Navigan[ Consulting PSA