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HomeMy WebLinkAboutReso 95-005 - Approve & Authorize CM to sign Professional Serv Agreement No. 1294 Between COR & Henwood Energy Services, Inc Relating to WAPA/PG&E Support RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING APPROVING AND AUTHORIZING THE CITY MANAGER TO SIGN THE PROFESSIONAL SERVICES AGREEMENT NO. 1294 BETWEEN THE CITY OF REDDING AND HENWOOD ENERGY SERVICES, INC. RELATING TO WAPA/PG&E SUPPORT. BE IT RESOLVED by the City Council of the City of Redding as follows: 1. That the City Council of the City of Redding hereby approves the attached Professional Services Agreement (hereinafter "Agreement" ) with Henwood Energy Services, Inc. to provide support for the City of Redding' s negotiations with Western Area Power Administration and the Pacific Gas & Electric Company; and 2. That the City Manager of the City of Redding is hereby authorized and directed to sign said Agreement on behalf of the City of Redding, and the City Clerk is hereby authorized and directed to attest the signature of the City Manager and to impress the official seal of the City of Redding on the aforesaid Agreement, when appropriate. 3 . The Council hereby waives its Policy No. 1501 pertaining to the selection of technical consultants inasmuch as time is critical; and of the unsolicited proposals submitted to the City and it appears that Henwood Energy Services, Inc. could provide the best services for the least cost. 4. That a true copy of said Agreement is attached hereto and incorporated herein by reference. I HEREBY CERTIFY that the foregoing Resolution was introduced and read at a regular meeting of the City Council of the City of Redding on the 3rd day of January , 1995, and was duly adopted at said meeting by the following vote: AYES: COUNCIL MEMBERS: P. Anderson, Kehoe, McGeorge and R. Anderson NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: None ABSTAIN: COUNCIL MEMBERS: Murray R ERT C. ANDERSON, Mayor City of Redding ((t vl AT ST: FORM APPROVED: _) CONNIE STRCfHMAYER, t Clerk DOUGLASALKINS • Assista •City Attorney • Ccoract No. Redding 1294 City of Redding PROFESSIONAL SERVICES AGREEIVIENT THIS AGREEMENT is made this 23 day of December, 1994, between HENWOOD ENERGY SERVICES, INC., a California corporation, (hereinafter referred to as "Consultant") and the CITY OF REDDING, California, (hereinafter referred to as "Client"). Article 1. Services to be Performed by Consultant Section 1.01. Consultant agrees to perform the services described in Exhibit A, subject to the dollar limit stated in the said Exhibit A and Section 3.03 below. Section 1.02. Consistent with industry practice and in conjunction with Client and Client's other contractors (if any), Consultant will determine the method, details and means of performing the above-described services. Section 1.03. Consultant shall not discuss the subject matter of this Agreement with any party without prior approval of Client. Article 2. Term of Agreement Section 2.01. This Agreement shall become effective when executed and shall remain in effect until terminated as provided herein. This Agreement may be terminated by either party on sixty (60) days written notice. In the event that Client terminates this Contract, Consultant agrees to use reasonable efforts to mitigate its expenses and obligations hereunder. Client shall pay for all services satisfactorily performed by Consultant. Section 2.02. Should Client fail to pay Consultant all or any part of the compensation set forth in Article 3 of this Agreement on the date due, Consultant, at Consultant's option, may terminate this Agreement if the failure to pay is not remedied by Client within ten (10) days from the date notice is given to Client that payment is past due. Article 3. Compensation Section 3.01. In consideration for the services to be performed by Consultant, but subject to the dollar limit provided in Exhibit A, Client shall pay Consultant for its labor hours pursuant to the rate schedule which is attached as Exhibit B, or its successor which shall be applicable after calendar year 1995. Section 3.02. Subject to the dollar limit provided in Exhibit A, Client shall also pay, pursuant to Exhibit B or its successor, any and all reasonable and necessary expenses incurred by Consultant on behalf of Client in connection with the services described in Exhibit A of this Agreement. Such expenses include, but are not limited to, travel, telephone, reproduction, licensing fees, and rental of specialized equipment. - 1 - Contract No. Redding 1294 City of Redding Section 3.03. Consultant shall notify Client when approximately 90 percent of the dollar limit specified in Exhibit A has been expended by Consultant. Consultant shall stop work when the dollar limit specified in Exhibit A, or any amended dollar limit has been reached. Client shall have the option of increasing that dollar limit, by written notification to Consultant, in the event that the work specified in Exhibit A cannot be performed by Consultant within the dollar limit specified in Exhibit A, or any amended dollar limit. Section 3.04. Consultant shall submit to Client monthly a statement of services rendered as soon as practical after the end of the month. Client agrees to pay the amount due to Consultant for services within thirty (30) days of invoice. Past due balances shall be charged interest at the rate of 1.5%per month. Article 4. Obligations of Consultant Section 4.01. Consultant shall perform work according to the requirements of Article 1 in a professional manner and with due diligence. All services performed under this Agreement are the property of the Client and will be held in strict confidence. Section 4.02. Consultant agrees to provide workers compensation insurance for its employees and agents and agrees to hold harmless and indemnify Client, its officers, agents, employees, and volunteers, for any and all claims arising out of any injury, disability, or death of any of Consultant's employees or agents. Section 4.03. Consultant will not be liable to Client, or to anyone who may claim any right due to a relationship with Client, for any acts or omissions in the performance of services under the terms of this Agreement or on the part of the employees or agents of Consultant unless such acts or omissions are due to negligence. Client will indemnify and hold Consultant free and harmless from any obligations, costs, claims,judgments, attorneys' fees, and attachments arising from, growing out of, or in any way connected with the services rendered to Client under the terms of this Agreement, except to the extent Consultant is found by a court of competent jurisdiction to be liable for its negligence. Section 4.04. Neither this Agreement nor any duties or obligations under this Agreement may be assigned by Consultant without the prior written consent of Client. Article 5. Obligations of Client Section 5.01. Client agrees to comply with all reasonable requests of Consultant and provide access to all documents reasonably necessary to the performance of Consultant's duties under this Agreement. Section 5.02. Neither this Agreement nor any duties or obligations under this Agreement may be assigned by Client without the prior written consent of Consultant. - 2 - • • Contract No. Redding 1294 City of Redding Article 6. General Provisions Section 6.01. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service only: (a) When served personally on the party to whom notice is being given; or (b) Within seventy-two (72) hours after mailing, when mailed to the party to whom notice is to be given by registered or certified mail, postage prepaid, and properly ad- dressed to the party at his or its address set forth below, or at such different address as any party shall notify to the other parties in the manner provided in this Section. Section 6.02. This Agreement may be modified at any time only by a written agreement executed by all of the then parties to this Agreement. Section 6.03. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, agreement, term or condition. No waiver shall be binding unless executed in writing by the party making the waiver. Section 6.04. This Agreement shall be binding upon and inure to the benefit of the parties, their successors, assigns, personal representatives, heirs and legal representatives. Section 6.05. Any claim or controversy arising out of, or relating to, any provision of this Agreement, or the breach thereof, shall, upon written demand of any party, be settled by arbitration in accordance with the Commercial Arbitration Rules then in effect with the American Arbitration Association, to the extent consistent with the laws of the State of California, and judgment upon the award rendered by the arbiter(s) may be entered in any court having jurisdiction thereof. Arbitration shall be held in the County of Shasta, California. Section 6.06. Should any arbitration or litigation be commenced between any of the parties hereto, or their personal representatives, concerning any provision of this Agreement or the rights and duties of any person relative thereto, the prevailing party shall be entitled to recover, as an element of his costs of suit and not as damages, reasonable attorneys' fees to be fixed by the arbiter(s) or the court, as the case may be. The "prevailing party" shall be the party who is entitled to recover his costs of suit, whether or not the suit proceeds to final judgment. A party not entitled to recover his costs shall not recover attorneys' fees. No sum for attorneys' fees shall be counted in calculating the amount of a judgment for purposes of determining whether a party is entitled to recover his costs or attorneys' fees. Section 6.07. This Agreement has been finally executed and delivered in the State of California and all matters affecting its validity and construction shall be determined according to the laws of that State. In the event of litigation or arbitration, the exclusive venue and place of jurisdiction shall be in Shasta County, State of California. - 3 - Contract No. Redding 1294 City of Redding Section 6.08. This Agreement, and any Exhibits referred to in the Agreement, constitute the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date and year set forth above. CONSULTANT: CLIENT: HENWOOD ENERGY SERVICES, INC. CITY OF REDDING BY: A BY: NAME' ar Owood TITLE: President NAME: ADDRESS: 2555 3rd St. Suite 110 Sacramento, CA 95818 TITLE: PHONE: (916) 447-3497 ADDRESS: City of Redding FAX: (916) 447-9890 Attention: Electric Department 760 Parkview Avenue Redding, CA 96001 PHONE: (916) 224-4351 FAX: (916) 224-4389 - 4 - Exhibit A Contract No. Redding 1294 City of Redding DGMIT A SCOPE OF WORK 1. General HESI will provide support to Client's staff with respect to the development of contracts and contract amendments, and/or Federal Energy Regulatory Commision (FERC) filed tariffs with the Western Area Power Administration (Western), with the Pacific Gas & Electric Company (PG&E), and between Western and PG&E for the scheduling of power and provisions related to control area service requirements and other services. In addition Consultant will provide technical support, analysis, and presentation material related as necessary to obtain the required approvals of these contracts, approvals of acceptable tariffs, and litigation support for disputed tariffs. In this regard and at the request and direction of the Client, HESI will do or provide the following: 2. Tasks • Provide negotiation, review and drafting support to Client's staff in the preparation of the drafts and final contracts with and between Western and PG&E. • Attend and participate in meetings to discuss or negotiate principles and contract terms and conditions. • Make recommendations to Client staff and managers regarding principles and strategy. • Provide analysis and cost/benefit and risk/benefit analysis of proposed contracts, contract provisions, tariffs, and various alternatives potentially available to the Client. • Prepare presentation materials for Client staff. • Assist in the preparation of other documents as required. • Collect information as required. • Make oral or written reports and presentations as required. • Perform other work as required. - 5 - Exhibit A Contract No. Redding 1294 City of Redding 3. Project Manager HESI will assign Mr. David Magaw as the Project Manager for this project. The Project Manager shall be the primary contact and representative on these tasks. Other Consultant staff will perform analysis and other work as required. 4. Contract Limit This Contract and the performance of the tasks listed in part 2. above of this Exhibit A on a time and materials basis are subject to a not-to-exceed limit of fifty thousand dollars ($50,000.00). Consultant estimates, but does not guarantee, that this amount will provide for all services here- under. - 6 - Exhibit B *ntract No. Redding 1294 City of Redding Henwood Energy Services, Inc. 1995 Fee Schedule Professional Services The fees for the professional services,including basic secretarial support,project accounting,rents, and other normal corporate overhead costs are: ate-X ........ ........... ................ Xca k . .. . ............ I ..... 1. .. . X ....... ...... .. . ... .... ................ ... ..... ..... .. ...... Mr. Mark Henwood,RMO,MSME President,Engineering and Utility 175 Planning Mr.David Branchcomb,MA Econ Vice President,Economics and Rates 150 Mr. Mark Lyons,Esq. Utility Power Contracting 175 Mr.David Magaw,Esq. Utility Planning and Contracting 150 .. ............. .... X ""*,"*'*"""""""'*,*"""""""I .. ... . ......... ........ X. ........... .. ....... ... ........ ... ... ....... ..... ::X. X -*.*,. : ... "",-'- *.... . . ...... LL ..........t...... ...... . ....... . . .. . .......... ........ . ..... ... . .. . .... ....I ...... ..... ....... .. .... ii: ....... ......I .........11 .....11 ...........I-............... ....... 140 .............. i��boug-las Davie,P.E.,MSCE Utility Planning and Contracting Mr.Eric Toolson,P.E.,MBA Utility Planning and Contracting 140 Mr. Kevin Woodruff,MBA Economics and Rates 110 .......... -X: - X 5: X - ...... . ............................ Mr. Tao Guo,Ph.D. Advanced Analytics and Utility 105 Planning Mr. Wenxiong Huang,Ph.D. Operations Research and Utility 100 Planning Mr. Thomas Johnson,P.E. Civil Engineering&Project Operations 105 Mr.Kirk Patterson,NIS Eng. Mgmt Power and Transmission Contracting 100 and Rate Design Mr. Joseph Ungvari,Esq.,P.E. Utility Planning and Contracting 10 . .................... ...... . .. ...... ... ................ ::X 'S/h ... .. .. . ...... . .... ......... ....- . ..... ...............11 11 ....... ... ...11 ......... ........ ::::::...:::::......::::::::::::::::::::::i . . ..... ..... ... ... ................... .......... ........ ......... ... ... ..... ........ ..... .... ................ .......... ......... Mr. Jason Gu,MSME Software/Analytical Engineer 75 Mr.Kevin Harris Utility Planning so Mr.Kevin Hanson,MA Econ. Economics and Rates 75 Mr.Douglas Joy Software/Analytical Engineer 85 Mr. Donald Moss Civil Engineering&Project Operations 75 ....... ...... ....sus ....... ... a X.: X.-Max. F.. Mr. Alexander Hellmuth Software/Analytical Engineer 60 Ms. Jeree Owens Research Assistant 45 . . ..... .... .......... ... .... .... Ms. Carol KilleleaAdministrative/Research Assistant 45 Ms. Jimmie WillisAdministrative/Research Assistant 40 ................. ..................... .... ...................... X ................. ............ ...... .......... X .................. .. ....... .... . ........ ................... .... ................... ...... . .. ..... ............... ..... HES1 Standard Rates based on salary and standard multipliers HESI 951I January 1, 1995 ® � Exhibit Contract No. Redding 1294 City of Redding Support Service Charges In addition to payment for professional services,all reasonable and necessary expenses incurred in connection with the performance of professional services will be billed at cost plus 10%. Such expenses included,but are not limited to outside reproduction costs,artwork, airline travel, meals, lodging, postage,freight,telephone, and travel related expenses. Facsimile charges are$2 per outgoing page, no charge for receiving. Internal copying is charged at$0.10 per page. Mileage is charged at the maximum rate permitted by the Internal Revenue Service. Materials, Equipment, Subcontractors Charges for the purchase of job parts and materials, specialized equipment rental or purchase, and tool rental or replacement purchase shall be charged at cost plus 15%. Expenditures for hiring of sub-consultants or subcontractors shall be charged at cost plus 15%. To the extent sales,use,or district taxes apply, such taxes shall be charged. Fee Schedule Revision This schedule is effective commencing January 1, 1995 and may be superseded by a revised schedule January 1, 1996 or later. Insurance Provisions Where a Client requires that it or other entities be named as additional insureds with regard to company insurance policies, any cost to Henwood Energy Services,Inc for such provisions shall be billed to the Client. HESI 951I -2- January 1, 1995