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HomeMy WebLinkAboutReso 92-027 - Approve & Authorize the CM to sign professional services agreement (C 920109) between COR & Henwood Energy Services, Inc to provide Eng Report for the joint financing of the Redding Power and IPT Projects RESOLUTION NO. 7/-�z A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING APPROVING AND AUTHORIZING THE CITY MANAGER TO SIGN THE PROFESSIONAL SERVICES AGREEMENT (CONTRACT NO. 920109 BETWEEN THE CITY OF REDDING AND HENWOOD ENERGY SERVICES, INC. , NOT TO EXCEED $30,000.00, TO PROVIDE AN ENGINEER'S REPORT FOR THE JOINT FINANCING OF THE REDDING POWER AND IPT PROJECTS. WHEREAS, the City is in the process of financing the Redding Power and IPT Projects through the issuance of bonds or other similar debt instruments; and WHEREAS, this financing will require, among other things, the preparation of an Engineer' s Report regarding utility operations and the projected financial performance of the City Electric Department; and WHEREAS, the Engineer' s Report is an independent product and expresses independent opinions regarding certain electric and financial performance measures; and WHEREAS, due to the urgency in completing said financing, the Electric Department staff has negotiated a contract with Henwood Energy Services, Inc. to develop the Engineer' s Report for a not-to-exceed price of $30,000; and WHEREAS, presented herewith for Council' s consideration is the proposed Professional Services Agreement between the City and Henwood Energy Services, Inc. ; NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Redding as follows: 1 . That the foregoing recitals are true and correct. 2 . That Council believes entering into said Agreement with Henwood Energy Services, Inc. will benefit City Electric Utility customers. r i 3 . That Council hereby waives its Policy No. 1501 pertaining to the selection of technical consultants, in that Henwood Energy Services, Inc. will provide the Report in a timely and cost-efficient manner. 4. That the City Council of the City of Redding hereby approves the Professional Services Agreement (HESI Contract No. 920109) between the City of Redding and Henwood Energy Services, Inc. in an amount not to exceed $30,000. 00 , a true copy of which is attached hereto and incorporated herein by reference. 5. 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 thereto. 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 21st day of January , 1992 , and was duly adopted at said meeting by the following vote: AYES: COUNCIL MEMBERS: ARNESS, BUFFUM, FULTON, MOSS & DAHL NOES: COUNCIL MEMBERS: NONE ABSENT: COUNCIL MEMBERS: NONE ABSTAIN: COUNCIL MEMBERS: NONE MIKE DAHL, Mayor City of Redding ATT ST: go,41�1'1 I CONNIE STROHMAYER City Clerk FO APPROVED: ALL A. HAYS, City Attorney 2 HESI Contract No. 920109 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and effective this day of , 1991, be- tween HENWOOD ENERGY SERVICES, INC., a California corporation, (hereinafter referred to as "Consultant") and the CITY OF REDDING, California, (hereinafter refered to as "Client"). Article 1 Services to be Performed by Consultant Section 1.01. Consultant agrees to perform the services described in Exhibit A. 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 i any party without prior approval of Client. Article 2. Term of Agreement I I Section 2.01. 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 compensa- tion set forth in Article 3 of this Agreement on the date due, Consultant, at Consultant's 'I option, may terminate this Agreement if the failure to pay is not remedied by Client within ten (10) days from the when notice is given to Client that payment is past due. I i 'I I .I I Page No. 1 of 7 January 9, 1992 I 14ESI Contract No. 9201090 0 Article 3. Compensation Section 3.01. In consideration for the services to be performed by Consultant, Client agrees to pay Consultant subject to the pricing provisions set forth in Exhibit A. For those tasks performed on a time and materials basis Consultant shall be paid for labor pursuant to Exhibit B. The rates in Exhibit B include normal overhead costs. Section 3.02. For those tasks performed on a time and materials basis Client agrees to pay pursuant to Exhibit B 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. Section 3.03. 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 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 Arti- cle 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 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 serv- ices rendered to Client under the terms of this Agreement, unless Consultant is found by a court of competent jurisdiction to be liable for its negligence. I 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. Page No. 2 of 7 January 9, 1992 HESI Contract No. 9201090 0 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 Consult- ant'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. 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 �i court having jurisdiction thereof. Arbitration shall be held in the County of Sacramento, California. I Page No. 3 of 7 January 9, 1992 HESI Contract No. 9201090 0 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 attorney's 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 attorney's 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 attorney's 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. Further, the place of performance and transaction of business shall be in Sacramento County, State of California and in the event of litigation or arbitration, the exclusive venue and place of jurisdiction shall be in Sacramento County, State of California. 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 con- tained 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: BY: NAME: Mark Henwood NAME: TITLE: President TITLE: ADDRESS: 2555 3rd St. Suite 110 ADDRESS: Electric Department Sacramento, CA 95818 760 Parkview Avenue Redding, CA 96001 PHONE: (916) 447-3497 PHONE: (916) 224-4351 FAX: (916) 447-9890 FAX: (916) 224-4389 Page No. 4 of 7 January 9, 1992 HESI Contract No. 920104 • EXHIBIT A SCOPE OF WORK Preparation of an Engineer's Report 1 Preparation of an Engineer's Report Client is in the process of financing the Redding Power and IPT projects ("the Projects") through the issuance of bonds or other similar debt instruments. This financing will require, among other things, the preparation of an Engineer's Report regarding utility operations and the projected financial performance of Client's Electric Department. The Engineer's Report is an independent product and expresses independent opinions regarding certain electric and financial performance measures as required to accomplish the financing of the Projects. Consultant agrees to prepare this Engineer's Report in the form required for Client's financing. During the course of preparation of this report, Consultant agrees to coordinate information with Client and Client's other consultants. Consultant also agrees to consult with Client regarding Consultant's findings prior to finalization of"the Engineer's Report. 2 Schedule Consultant agrees to make reasonable efforts to complete the Engineer's report by January 31, 1992 or as soon as practical thereafter. 3 Not-to-Exceed Limit Consultant shall perform the work described above on a time and materials basis subject to a maximum charge of$30,000. Page No. 5 of 7 January 9, 1992 HESI Contract No. 920109 EXHIBIT B HENWOOD ENERGY SERVICES, INC. FEE SCHEDULE Effective Calendar Year 1992 1. Professional Services The fees for the professional services, including normal overhead costsl, are: Principal Consultants 1.1 Mr. Mark Henwood, RMO President.............................................................................................$135 per hour 1.2 Mr. David Branchcomb VicePresident...................................................................................$120 per hour j 1.3 Dr. Lon House Engineering Economics $110 per hour 1.4 Mr. David Magaw, Esq. Utility Power Contracting................................................................$110 per hour Senior Consultants 1.5 Mr. Thomas Johnson, P.E. CivilEngineer....................................................................................$ 85 per hour 1.6 Mr. Kevin Woodruff, MBA Economics..........................................................................................$ 80 per hour Staff Consultants 1.7 Mr. Douglas Joy Software/Analytical Engineer........................................................$ 75 per hour 1.8 Mr. Donald Moss CivilEngineer....................................................................................$ 62.50 per hour Assistant Consultants 1.9 Mr. Jason GU Mechanical Engineer.......................................................................$ 50 per hour �I 1. These costs include secretarial support,job administration,rents,and other corporate overhead costs. i Page No. 6 of 7 January 9, 1992 HESI Contract No. 920100 S 1.10 Mr. Denis Ruttenberg Civil Engineer....................................................................................$ 50 per hour Administrative/Research 1.11 Ms. Virginia Barnhill Administrative Assistant..................................................................$ 40 per hour 1.12 Ms. Carole Sestric Administrative Assistant................................................................. $ 40 per hour Other Staff Members 1.13 Other Staff..........................................................................................HESI Standard Ratesi 2. 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, art- work, 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 charge at $0.10 per page. Mileage is charged at the maximum rate permitted by the Inter- nal Revenue Service. 3. 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 California sales, use, or district taxes apply, such taxes shall be charged. i 4. Fee Schedule Revision I This schedule is effective commencing January 1, 1992, and may be superseded by a revised schedule January 1, 1993 or later. d 1. Rates are based on salary and standard multipliers. 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