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HomeMy WebLinkAboutReso 92-062 - Approve & Authorize mayor to sign the professional services agreement between the COR & Henwood Energy Services, Inc (Hesi Contract No 920120) to provide tec support to city staff RESOLUTION NO. V-6 2-- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING APPROVING AND AUTHORIZING THE MAYOR TO SIGN THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF REDDING AND HENWOOD ENERGY SERVICES, INC. (HESI CONTRACT NO. 920120) TO PROVIDE TECHNICAL SUPPORT TO CITY STAFF WITH RESPECT TO DISCUSSIONS, POWER PURCHASE ANALYSIS, NEGOTIATIONS AND/OR CONTRACT DEVELOPMENT WITH NORTHWEST UTILITIES AND SUPPLIERS OF ELECTRIC POWER, AND OTHER SERVICES, IN AN AMOUNT NOT TO EXCEED $65,000. WHEREAS, the Electric Department believes that the timely completion of a search, evaluation and negotiations for potential resources in the Pacific Northwest is critical for Redding to economically and fully use its California-Oregon Transmission Project capacity allocation; and WHEREAS, the knowledge and assistance of Henwood Energy Services, Inc. would significantly facilitate the timely completion of the search, evaluation and negotiations; and WHEREAS, it has been proposed that the City enter into a consulting contract with Henwood Energy Services, Inc. to provide technical support to the Electric Department with respect to discussions, power purchase analysis, negotiations and/or contract development with Northwest utilities and suppliers of electric power, and other services; and WHEREAS, funds for said services have been included in the 1991-92 Budget under Power Source Development; 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. The foregoing recitals are true and correct. 2 . Council believes entering into a Professional Services Agreement with Henwood Energy Services, Inc. will benefit City Electric Utility customers. f Ste. t 3 . Council hereby waives its Policy No. 1501. pertaining to the selection of technical consultants inasmuch as ( 1) time is critical; ( 2) Henwood Energy Services, Inc. has developed a significant knowledge-base relative to Redding' s future power needs and contractual infrastructure; and ( 3 ) Henwood Energy Services, Inc. can provide Redding with immediate professional services in resource procurement from the Pacific Northwest without incurring the costs and substantial lead time that other firms would require to become familiar with Redding and its needs. 4. City Council hereby approves the Professional Services Agreement between the City of Redding and Henwood Energy Services, Inc. (HESI Contract No. 920120) , a true copy of which is attached hereto and incorporated herein by reference, in an amount not to exceed $65,000. 5 . The Mayor 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 Mayor 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 18th day of February , 1992, and was duly adopted at said meeting by the following vote: AYES: COUNCIL MEMBERS: Arness, Carter, Fulton & Moss NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: Dahl ABSTAIN: COUNCIL MEMBERS: None I I - i CHARLIE MOSS, Vice-Mayor City of Redding A ST: ;, FORM PROVED: i 1 CONNIE STROHMAYER, C.lisy Clerk Wa6ALL A. HAYS, i.ty Attorney 2 i HESI Contract No. 920120 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and effective this day of , 1992, be- tween HENWOOD ENERGY SERVICES, INC., a California corporation, (hereinafter i 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 any party without prior approval of Client. Article 2. Term of Agreement t 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. 1 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 option, may terminate this Agreement if the failure to pay is not remedied by Client within I� ten (10) days from the when notice is given to Client that payment is past due. {I i I i Page No. 1 of 7 January 20, 1992 HESI Contract No. 920120 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 j due to Consultant for services within thirty days of invoice. Past due balances shall be i charged interest at the rate of 1.5% per month. I 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. 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. I Page No. 2 of 7 January 20, 1992 HESI Contract No. 920120 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. I� Article 6. General Provisions i i 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. i Section 6.04. This Agreement shall be binding upon and inure to the benefit of the ii 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 �i 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 Sacramento, i California. Page No. 3 of 7 January 20, 1992 HESI Contract No. 920120 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 AI i BY: BY: N it j NAME: Mark Henwood NAME: I I TITLE: President TTME: ADDRESS: 2555 3rd St. Suite 110 ADDRESS: Electric Department Sacramento, CA 95818 760 Parkview Avenue Redding, CA 96001 .i PHONE: (916) 447-3497 PHONE: (916) 224-4351 FAX: (916) 447-9890 FAX: (916) 224-4389 Page No. 4 of 7 January 20, 1992 HESI Contract No. 920120 EXHIBIT A SCOPE OF WORK Examination of the Pacific Northwest Power Market 1 General HESI will provide technical support to Client's staff with respect to discussions, power purchase analysis, negotiations and/or contract development with Northwest utilities and suppliers of electric power and other services. In this regard and at the request and direction of the Client, HESI will do or provide the following: 2 Tasks 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. Assist with document drafting. Collect information as required. Provide quantitative analysis of scenarios based upon the positions and potential outcomes of negotiations. Make oral or written reports and presentations as required. 3 Project Staffing HESI will assign Mr. David Magaw as Project Manager for this project. Other HESI staff will be utilized as necessary. 4 Contract Limit This Contract and the performance of the tasks listed in part 2. above of this Exhibit A shall be on a time and materials basis are subject to a not-to-exceed limit of sixty-five 'i thousand dollars ($65,000.00). Consultant estimates that this amount will provide for services hereunder through 1992. i .I Page No. 5 of 7 January 20, 1992 • HESI Contract No. 920120 EXHIBIT B HENWOOD ENERGY SERVICES, INC. FEE SCHEDULE Effective Calendar Year 1992 1. Professional Services i The fees for the professional services, including normal overhead costsl, are: �I Principal Consultants i 1.1 Mr. Mark Henwood, RMO President.............................................................................................$135 per hour 1.2 Mr. David Branchcomb VicePresident...................................................................................$120 per hour 1.3 Dr. Lon House Engineering Economics...................................................................$110 per hour 1.4 Mr. David Magaw, Esq. Utility Power Contracting ,.............$110 per hour Senior Consultants i 1.5 Mr. Thomas Johnson, P.E. CivilEngineer....................................................................................$ 85 per hour 1.6 Mr. Kevin Woodruff, MBA Economics..........................................................................................$ 80 per hour Staff Consultants 1.7 Mr. Douglas Joy li Software/Analytical Engineer........................................................$ 77.50 per hour i 1.8 Mr. Donald Moss CivilEngineer....................................................................................$ 62.50 per hour Assistant Consultants 1.9 Mr. Jason GU Mechanical Engineer.......................................................................$ 50 per hour 1. These costs include secretarial support,job administration,rents,and other corporate overhead costs. Page No. 6 of 7 January 20, 1992 . HESI Contract No. 920120 1.10 Mr. Denis Ruttenberg CivilEngineer....................................................................................$ 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 i Other Staff Members 1.13 Other Staff..........................................................................................HESI Standard jRates2 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. 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. 2. Rates are based on salary and standard multipliers. Page No. 7 of 7 January 20, 1992