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2003-252ORDINANCE NO. 2003- AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH R. J. COVINGTON CONSULTING, LLC FOR CONSULTING SERVICES RELATING TO TASK ORDER NO. 03-H, REGARDING THE MARKET DESIGN ISSUE OF MOVING THE ELECTRIC RELIABILITY COUNCIL OF TEXAS TO A NODAL TRANSMISSION PRICING SYSTEM, RELATING TO DENTON MUNICIPAL ELECTRIC; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council deems it in the public interest to engage the firm of R. J. Covington Consulting, LLC of Austin, Texas ("Covington"), to provide professional consulting services to the City relating to Task Order No. 03-H; which includes, without limitation, continuing participation in Public Utility Commission of Texas ("PUC") Project No. 26736 as well as spin-off projects; participation at the Electric Reliability Council of Texas ("ERCOT") committees and task fomes; developing rules for implementing a nodal system; developing materials for lobbying the Texas Legislature to counter the PUC's efforts to implement a nodal market design, and related work; and WHEREAS, the City staff has reported to the City Council that there is a substantial need for the above-described specialized professional services, and that limited City staff cannot adequately perform the services and tasks with its own personnel; 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; and WHEREAS, Covington has represented DME continuously and ably over the past seven years, and has proven to be a valuable, affordable, competent, dependable professional resource that has expertise in and is well acquainted with the electric financial and regulatory framework of Denton Municipal Electric ("DME"). Covington and his staff are familiar with the characteristics and operations of DME; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the professional services, as set forth in the Professional Services Agreement; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1: That the City Manager is hereby authorized to execute a Professional Services Agreement with R. J. Covington Consulting, LLC of Austin, Texas, for professional consulting services relating to Task Order No. 03-H, to Denton Municipal Electric, in substantially the form of the Professional Services Agreement attached hereto and incorporated herewith by reference as Exhibit "A." SECTION 2: That the award of this Agreement by the City is on the basis of the demonstrated competence, knowledge, and qualifications of Covington and the ability of Covington to perform the professional services needed by the City for a fair and reasonable price. SECTION 3: That the expenditure of funds as provided in the attached Professional Services Agreement is hereby authorized. SECTION 4: That the above and foregoing Professional Services Agreement is hereby ratified, confirmed, and retroactively approved, and shall be effective from and after July 1, 2003. SECTION 5: That except as otherwise provided by Section 4 above, this ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the /~']~ dayof _~%~/J~'- ,2003. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY By: v S:\Our Documents\Ordinances\03~l. J Covington Consulting LLC-DME-Ord Aprv TO-3-H 2003.doc 2 STATE OF TEXAS COUNTY OF DENTON PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES PERTAINING TO DENTON MUNICIPAL ELECTRIC THIS AGREEMENT is made and entered into as of the/~]~ day of August, 2003, by and between the City of Denton, a Texas Municipal Corporation, with its principal office at 215 East McKinney Street, Denton, Texas 76201 ("CITY"); and R. J. COVINGTON CONSULTING, LLC, A Texas Limited Liability Corporation, with its principal office at 13276 Research Blvd., Suite 201, Austin, Texas 78750, hereafter "COVINGTON"; acting herein by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants, promises and agreements herein contained, the CITY and COVINGTON do hereby AGREE as follows: ARTICLE 1 EMPLOYMENT OF CONSULTANT The CITY hereby contracts with COVINGTON, as an independent contractor, and COVINGTON hereby agrees to perform the services herein in connection with the Scope of Services as stated in the Articles to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. ARTICI ,R 1I SCOPE OF SERVICES A. COVINGTON shall provide to the CITY professional consulting services pertaining to CITY'S position on the market design issue of moving the Electric Reliability Council of Texas ("ERCOT") to a nodal transmission pricing system. The scope of services includes continuing participation in Project No. 26736 at the Public Utility Commission of Texas ("PUC") and spin-off projects; participation at ERCOT on committees and task forces; developing rules for implementing a nodal system; developing materials for lobbying the Texas Legislature to counter the PUC'S efforts to implement a nodal market design, and related work. COVINGTON agrees to perform those services and tasks more particularly described in Task Order No. 03-H attached hereto and incorporated herewith by reference. B. To consult with the City Manager, Assistant City Manager/Utilities, the Director of Electric Utilities, the Utility Attorney, and any other designated administrative personnel regarding any and all aspects of the services to be performed pursuant to this Agreement. Page Ar~TCf,I~, ITl PEPdOD OF SERVICE This Agreement shall become retroactively approved, ratified and effective as of July 1, 2003, upon its execution by both the CITY and COVINGTON. The termination date of this Agreement shall be upon the earliest to occur of the following events: completion of the work described herein and in the attached Task Order No. 03-H; or upon the depletion and exhaustion of the $74,500 not to exceed amount provided for herein; or upon fifteen (15) day's written notice to terminate, issued by the Director of Electric Utilities, DME. This Agreement may be sooner terminated in accordance with the provisions hereof. Time is of the essence in this Agreement. COVINGTON shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the CITY, acting through its Director of Electric Utilities. ARTICI .F. IV COMPENSATION A. COMPENSATION TERMS: "Direct Non-Labor Expense" is defined as that expense for any assignment incurred hereunder by COVINGTON for supplies, long-distance telephone, telecopier, reproduction expense, overnight courier, photocopy expense, transportation, travel, communications, subsistence and lodging away from home and similar incidental expenses reasonably incurred in connection with that assignment. B. BILLiNG AND PAYMENT: 1. For and in consideration of the professional services to be performed by COVINGTON herein, the CITY agrees to pay COVINGTON, a total fee, including reimbursement for direct non-labor expense, not to exceed $74,500 for those services described in Task Order No. 03- H. 2. The fee for the services described in this Agreement to be performed by COVINGTON are to be billed the rates as set forth in Exhibit "A" attached hereto and incorporated herewith by reference. Billing shall be reported in minimum one-quarter (1/4) hour increments. 3. Payments to COVINGTON will be made by the CITY on the basis of detailed monthly statements rendered to the CITY through its Director of Electric Utilities. The fee bills as submitted, shall be allowed and approved by the Director of Electric Utilities. However, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. 4. Nothing contained in this Article shall require the CITY to pay for any work which is unsatisfactory as reasonably determined by the City Manager or the Director of Electric Utilities, or which is not submitted in compliance with the terms of this Agreement. The City shall not be required to make any payments to COVINGTON when COVINGTON is in Page 2 default under this Agreement. 5. It is specifically understood and agreed that COVINGTON shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the CITY for any charge, expense or reimbursement above the maximum not-to-exceed fee as stated, without first having obtained written authorization fi.om the CITY. C. PAYMENT If the CITY fails to make payments due COViNGTON for services and expenses within forty (40) days after receipt of COVINGTON'S undisputed statement thereof, the amounts due COViNGTON will be increased by the rate of one pement (1%) per month fi:om the said forty (40th) day, and in addition, COVINGTON may, after giving ten (10) days' written notice to the CITY, suspend services under this Agreement until COVINGTON has been paid in full all amounts due for services, expenses and charges provided. However, nothing heroin shall require the CITY to pay the late charge of one pement (1%) set forth heroin if the CITY reasonably determines that the work of COVINGTON is unsatisfactory, in accordance with this Article IV, Compensation, and the CITY notifies COVINGTON in writing of any such defect. ARTICI,E V OBSERVATION AND REVIEW OF THE WORK COVINGTON will exercise reasonable care and due diligence in discovering and promptly reporting to the CITY any defects or deficiencies in his work or the work of any subconsultants performed hereunder. ARTIC1,1~ VI OWNERSHIP OF DOCUMENTS Ali documents, analyses and other data prepared by COVINGTON under this Agreement ("Work Products") are instnanents of service and are and shall remain the property of CITY. COVINGTON shall have the fight to make and retain copies and use all Work Products; provided, however, the use shall be limited to the intended use for which the services and Work Products are provided under this Agreement. COVINGTON may use and may copyright certain non-sensitive Work Products as property of COVINGTON; provided that prior written approval is obtained fi.om CITY, whose approval shall not be unreasonably withheld, and providing that copywfiting will not restrict CITY'S fight to retain or make copies of the Work Products for its information, reference and use on the Project or services under the Agreement. The Work Products shall not be changed or used for purposes other than those set forth in this Agreement without the prior written approval of COVINGTON. If CITY releases the Work Products to a third party without COVINGTON'S prior written consent, or changes or uses the Work Products other than as intended hereunder, CITY does so at its sole risk and discretion and COVINGTON shall not be liable for any claims or damages resulting fi:om or connected with the release or any third party's use of the Work Products. Page 3 ARTICI.F. VII INDEPENDENT CONTRACTOR COVINGTON shall provide services to the CITY as an independent contractor, not as an employee of the CITY. COVINGTON shall not have or claim any right arising from employee status. ARTICI,E VIII INDEMNITY AGREEMENT COVINGTON shall indemnify and save and hold harmless the CITY 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's fees incurred by the CITY, and including without limitation, damages for bodily and personal injury, death and property damage, and damage for professional malpractice resulting from the negligent acts or omissions of COVINGTON or any subconsultants, in performance of this Agreement. COVINGTON'S liability under this Article VIII is expressly limited to the amount of COVINGTON'S insurance coverage as set forth in Article IX. 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 party's 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 IX INSURANCE During the performance of the Services under this Agreement, COVINGTON 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 Carders of at least an "A~" or above: 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. 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. Professional Liability Insurance with policy limits of not less than $1,000,000 annual aggregate. Page 4 COVINGTON shall furnish insurance certificates or insurance policies at the CITY's request to evidence such coverages. The insurance policies shall name the CITY as an additional insured on all such policies to the extent legally possible, and shall contain a provision that such insurance shall not be canceled or modified without thirty (30) days prior written notice to CITY and COViNGTON. In such event, COVINGTON shall, prior to the effective date of the change or cancellation, deliver substitute policies furnishing the same coverage to the CITY. ARTICI,E X ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties 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 XI LIMITATION OF LIABILITY To the extent permitted by law, the total liability of COVINGTON to CITY for any and all claims arising out of this Agreement, whether caused by negligence, errors, omissions, strict liability, breach of contract or conthbution, or indemnity claims based on third-party claims, shall not exceed one million dollars ($1,000,000). ARTICI ,F, XTI CONSEQUENTIAL DAMAGES In no event and under no circumstances shall COVINGTON be liable to CITY for any interest, loss of anticipated revenues, earnings, profits, or increased expense of operations, or for any consequential, indirect or special damages. ARTICI,F, XIII PROFESSIONAl, STANDARDS COViNGTON will perform services under this Agreement with the degree of skill and diligence normally practiced by professional engineers or consultants performing the same degree of similar services. No other warranty or guarantee, expressed or implied, is made with respect to the services furnished under this Agreement and all implied warranties are disclaimed. ARTICI ,l~ TERMiNATION OF AGREEMENT Notwithstanding any other provision of this Agreement, either party may terminate this Agreement by giving thirty (30) days advance written notice of termination to the other party. Page 5 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 effected unless the other party is given: (1) written notice (delivered by certified mail, tatum receipt requested) of intent to terminate and setting forth the masons specifying the nonperformance, and not less than ten (10) business days in which to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. If this Agreement is terminated prior to completion of the services to be provided hereunder, COVINGTON shall immediately cease all services and shall render a final bill for services to the CITY within 30 days after the date of termination. The CITY shall pay COVINGTON 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 IV, Compensation. Should the CITY subsequently contract with a new consultant for the continuation of services on the Project, COVINGTON shall cooperate in providing information. COVINGTON shall turn over all documents prepared or furnished by COVINGTON pursuant to this Agreement to the CITY on or before the date of termination, but may maintain copies of such documents for its use. ARTICt,~ XV RESPONSIBILITY FOR CLAiMS AND LIABILITIES Approval by the CITY shall not constitute nor be deemed a release of the responsibility and liability of COVINGTON, or any sub-consultants of COVINGTON, for the accuracy and competency of their designs or other work product. ARTICI ,F. XV] 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 at the address shown below, certified mail, retum receipt requested unless otherwise specified herin. Mailed notices shall be sent to the parties at the following addresses: To COVINGTON: To CITY: R.J. Covington Consulting, LLC Atto: Richard J. Covington 13276 Research Blvd., Suite 201 Austin, Texas 78750 City of Denton, Texas Attn: Michael A. Conduff, City Manager 215 East McKinney Street Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given or within three days after the date of mailing. AR TIO, I.E XVII ENTIRE AGREEMENT Page 6 This Agreement consisting of nine (9) pages, and five (5) additional pages consisting of Task Order No. 03-H, constitutes the complete and final expression of the agreement of the parties and is intended as a complete and exclusive statement of the terms o£ their agreements and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications and agreements which may have been made in connection with the subject matter hereof. ARTICI,E XVIII SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenfomeable, it shall be considered severable fi.om the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the party 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. ARTICLI~ X1X COMPLIANCE WITH LAWS COVINGTON shall comply with all federal, state, local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended. ARTICI ,l~ XX DISCRIMINATION PROHIBITED In performing the services required hereunder, COVINGTON shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICI ,E XXI PERSONNEL COVINGTON represents that he has secured, or will secure at his own expense any additional personnel required to perform all the services required under this Agreement. Such personnel shall he subconsultants of COVINGTON, and shall not be employees or officers of, nor have any contractual relations with the CITY. COVINGTON shall inform the CITY of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. All services required hereunder will be performed by COVINGTON or under his supervision. All personnel engaged in work shall be qualified and shall he authorized and permitted under state and local laws to perform such services. ARTICI ,E XXII ASSIGNABILITY COVINGTON shall not assign any interest in this Agreement and shall not transfer any Page 7 interest in this Agreement (whether by assignment, novation or otherwise) without the prior written consent of the CITY. ARTICJ.F, XTXITI MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, 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, duly executed; and, the parties further agree that the provisions of this section will not be waived unless as herein set forth. ARTICI.F. XXIV MISCELLANEOUS COVINGTON agrees that CITY 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 COVINGTON involving transactions relating to this Agreement. COVINGTON agrees that the CITY shall have access during normal working hours to all necessary COVINGTON facilities and shall be provided adequate and appropriate working space in order to conduct audits in compliance with this section. The CITY shall give COVINGTON reasonable advance notice of any intended audits. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be govemed by, and construed in accordance with the laws of the State of Texas. COVINGTON shall commence, carry on, and complete the work required by this engagement with all applicable dispatch, in a sound, economical, efficient manner and in accordance with the provisions hereof. In accomplishing the work, COVINGTON shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carded on by the CITY. The CITY shall assist COVINGTON by placing at COV1NGTON's disposal all available information pertinent to the work required by this engagement, including previous reports, any other data relative to the project and arranging for the access to, and make all provisions for COVINGTON to enter in or upon, public and private property as required for COVINGTON to perform services under this Agreement. 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. IN WITNESS WHEREOF, the City of Denton, Texas has caused this Agreement to be executed in four original counterparts, by its duly authorized City Manager; and R.J. Coyington Consulting, LLC has executed this Agreement by its duly authorized officer on this the/6]~2t~ day of Page 8 August, 2003. ATTEST: JENNIFER WALTERS, CITY SECRETARY By: x~ HERBERT L. PROUTY, CITY ATTORNEY "CITY" CITY OF DENTON, TEXAS A Mun/~/~rporation Michael A. Q~nduff, City ~ger "COVINGTON" R.J. COVINGTON CONSULTING, LLC A Texas Limited Liability Corporation By: S:\Our Documents\Contmcts\03~>. J Covington Consulting LLC-PSA TO 03-H-2003-DME.doc Page 9 ATTACHMENT PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF DENTON AND R.J. COVINGTON CONSULTING, LLC TASK ORDER NO. 03-H Project 26736 - Market Design Work provided for in this Task Order are directed at assisting the City staff (Start) in addressing issues associated with Project 26736 "Rulemaking Proceeding on Wholesale Market Design Issues in the Electric Reliability Council of Texas" at the Texas Legislature, the Public Utility Commission of Texas (PUC) and at the Electric Reliability Council of Texas (ERCOT). RJC will work with Staffto develop and present the City's position on the market design issue of moving ERCOT to a nodal transmission pricing system. The scope of services includes continuing participation at the PUC in Project 26736 and spin-off projects, participation at ERCOT on committees and task forces developing rules for implementing a nodal system, developing materials for lobbying the Legislature to counter the Commission's efforts in implement a nodal market design, and related work. Ail work on this Task Order will be at the direction of the Director of Electric Utilities. This work is being separated from other regulatory work RJC performs for the City because of its importance and the level of effort required. The PUC has stated its intent that ERCOT will implement a nodal system that will charge loads in congested areas of the state the costs of clearing that congestion. Currently those costs are uplifted to all loads in the state. This change in methodology could have a substantial negative impact on ratepayers in the Dallas/Ft. Worth area and other congested areas of the state. The City has determined that implementation of a nodal system without an appropriate cost/benefit analysis and without due consideration of the impact on ratepayers is detrimental to the state in general and to ratepayers of Denton Municipal Utility (DME) in particular. RJC is actively working to build a Coalition of affected parties to contest the Coinmission's agenda to implement a nodal system. As the second largest municipal utility in North Texas, DME will take a lead role in this effort. As in the initial stakeholder process to develop the current market design, this process will require active participation at the PUC, ERCOT and the Legislature, and will involve numerous meetings and hearings. DME will share the costs of this effort with Garland Power and Light and other aligned parties as funding is available. Task Order 03-H Project 26736 - Market Design Because the schedule for implementing a nodal market design extends through 2006, additional work orders may be required to complete this work. RJC will keep the Director of Electric Utilities informed of the status of the budget and work may be stopped at any time by notification by the Director to RJC to cease work. Scope of Services Task A PUC Activities Task A-1 Attending Workshops And Hearings At PUC 1. RJC will stay informed on activities related to Project 26736 at the PUC and will attend workshops and hearings as needed. 2. When appropriate, RJC will participate in workshops and hearings to represent interests of City based on directions of Staff. 3. RJC will work with Staff in developing positions which should be taken and strategies for working with parties involved. Task A-2 Analyze Impact of Nodal Implementation 1. RJC will analyze proposed new roles related to market design, helping to identify areas of concern and preparing positions that represent the interests of the City. 2. RJC will meet with PUC staff and other parties as appropriate to discuss proposed roles, and present the City's concerns regartYmg the impact of the rules on DFW area ratepayers. 3. RJC will work with TMPA consultant Shams Shidiqqi, using the nodal models developed by Dr. Shadiqqi to evaluate the impact on DME customers and on the Texas market in general. Task A-3 Preparation of Comments RJC will prepare or assist in preparing comments to be filed with the PUC representing City's positions on proposed mles, projects and dockets related to nodal market design. 1. These comments will be coordinated through Staff and the City's legal team. Task A-4 Contest PUC Staff Cost/Benefit Analysis 1. Working with Lloyd Gosselink, RJC will develop and file a complaint with the Commission to encourage the Commission to implement a thorough review of the PUC staff's cost/benefit analysis. 2. RJC will participate in the project to review the cost/benefit analysis, or will participate with Lloyd Gosselink in lobbying efforts and/or the filing of lawsuits to force a detailed review of the PUC staff's cost/benefit analysis. 2of5 Task Order 03-H Project 26736 Market Design Task B Assistance With ERCOT Task B-1 Attending Committee and Working Group Meetings At ERCOT 1. RJC will stay informed on activities at the ERCOT Independent System Operator (ISO) and will attend meetings as directed by Staff that are related to implementing the nodal market design. 2. RJC will participate in discussions in meetings, committees and work forces to represent interests of City based on directions of Staff. These will include SHAG and RMS meetings as well as task forces formed to address congestion rights, zonal boundaries, and other related issues. 3. RJC will work with Staff in developing positions which should be taken and strategies for working with other ERCOT stakeholders. Task B-2 Analyze Proposed Policies and Protocols 1. RJC will analyze new market design policies and protocols proposed by the ISO. 2. RJC will review proposed protocols with Staff, to identify areas of concern and prepare responses that represent the position of the City on the issues before the committees. Of particular interest will be consideration of the implementation of grandfathered congestion rights for loads in congested areas. 3. RJC will meet with ERCOT staffand other stakeholders to discuss proposed protocols, and negotiate terms to mitigate impact on DFW loads. Task C Contact Parties To Form Coalition to Contest Nodal Implementation Task C-1 Contact Parties 1. RJC will contact other affected municipalities, organizations, cooperatives, and associations to determine interest in joining DME in contesting the nodal implementation. 2. Meetings will be held with interested parties to discuss strategy and activities by Coalition. 3. Parties will be updated on activities at PUC and ERCOT related to nodal implementation. 4. RJC will coordinate with parties, mayors and attorneys to communicate concerns to PUC and Legislature. 5. RJC will contact industry groups who have opposed nodal pricing in other markets around the country to gain their experience and support. 3 of 5 Task Order 03-H Project 26736 - Market Design Task D Assistance At Legislature And With Media Task D-1 Develop Market Primer and White Paper 1. RJC will develop a Market Primer to assist in educating legislators, media and Coalition members on the current market design and proposed changes. 2. In addition to the Primer, a White Paper will be developed that discusses the issues and potential impacts on loads in the congested areas, as well as the impact on the economy of the DFW area and the Texas economy in general. 3. RJC will participate in meetings with interested persons to present the Primer and White Paper as needed. Task D-2 Work With Lobbyists and Publicists RJC will work with the City's lobbyists to educate legislators on the issues. RIC will work with the City's communication director and other spokespersons to inform the public of the impact on them of the Commission's push to a nodal market design. Task E Assist Attorneys in Commission Sunset Review Task E-1 Evaluate Commission's Record On Meeting Legislative Directives 1. RJC will work with the City's legal specialists to develop testimony on the Commission's actions and adherence to Legislative intent since the last Sunset Review. 2. RJC will present testimony and participate in Legislative hearings as necessary to present concerns regarding shortcomings in the Commission's operations and actions. 3. RJC will develop recommendations to realign the Commission's organization with Legislative intent. Budget RJC recommends a budget of $74,500 for labor and expenses. Because of the uncertainty regarding the level of activity required, this budget is an estimate. Additional work orders may be required to complete this work. This budget will not be exceeded without prior written approval of the City. RJC will bill this Task Order monthly, with supporting documentation of activities performed. The work being performed will be under the supervision of the Electric Utility Director and may be modified at any time upon appropriate notice to RJC. EXECUTED this /~day of August, 2003. 4of5 Task Order 03-H Project 26736 - Market Design AUTHORIZED BY: ACCEPTED BY: CITY OF DENTON, TEXAS ABTe~~~al C or po ration R.J. COVINGTON CONSULTING, LLC Dated: ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY By: Dated:__ S:\Our Documents\Con tracts\03 XR J Covington TO 03-H - 2003-Market Design-DME.doc 5of5