HomeMy WebLinkAboutReso 91-307 - Approve & Authorize the mayor to sign the professional services agreement No. 910710 between the COR & Henwood Energy Services, Inc relating to PG&E contract negotiations RESOLUTION NO. 91- 507
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING
APPROVING AND AUTHORIZING THE MAYOR TO SIGN THE
PROFESSIONAL SERVICES AGREEMENT NO. 910710 BETWEEN THE
CITY OF REDDING AND HENWOOD ENERGY SERVICES, INC.
RELATING TO PG&E CONTRACT NEGOTIATIONS, IN AN AMOUNT
NOT TO EXCEED $49,000.
WHEREAS, the Electric Department believes that the timely
completion of negotiations with Pacific Gas and Electric (PGandE)
for a new utility services agreement is critical to the
implementation of the City' s Resource Plan; and
WHEREAS, the knowledge and assistance of Henwood Energy
Services, Inc. would greatly facilitate the timely completion of
the negotiations; and
WHEREAS, it has been proposed that the City enter into a
consulting contract with Henwood Energy Services, Inc. to assist
the Electric Department in its negotiations with PGandE; and
WHEREAS, funds for said consulting services have been
included in the 1991-92 budget under Power Source Development;
and
WHEREAS, presented herewith for Council' s consideration is a
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.
3 . Council hereby waives its Policy No. 1501 pertaining to .�
the selection of technical consultants inasmuch as time is i
critical; and of the unsolicited proposals submitted 'to the City, G
it appears that Henwood Energy Services, Inc. could provide the
best services for the least cost.
4. City Council hereby approves the Professional Services
Agreement (HEST Contract No. 910710) between the City of Redding
and Henwood Energy Services, Inc. in an amount not to exceed
$49,000 . 00, a true copy of which is attached hereto and
incorporated herein by reference.
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 6th day of August , 1991, and was duly
adopted at said meeting by the following vote:
AYES: COUNCIL MEMBERS: Arness, Buffum, Fulton & Moss
NOES: COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: Dahl
ABSTAIN: COUNCIL MEMBERS: None
Charlie Moss, Vice Mayor
City of Redding
ATTEST:
ETHEL A. NICHOLS, City Clerk
FORM PROVED:
RA DALL A. HAYS, City Attorney
2
HESI Contract No. 910710
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made this day of , 1991, between HEN-
WOOD ENERGY SERVICES, INC., a California corp atio , (hereinafter referred to as
"Consultant") and the CITY OF REDDING , California, (hereinafter referred to as "Cli-
ent").
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.
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 obliga-
tions 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
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.
Page No. 1 of 8
July 16, 1991
HESI Contract No. 910710 i
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 applicable after calendar year 1991. The rates in Exhibit B include normal overhead
costs.
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 in-
curred by Consultant on behalf of Client in connection with the services described in Exhib-
it 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 (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 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, 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.
Page No. 2 of 8
July 16, 1991
HESI Contract No. 910710 .
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
court having jurisdiction thereof. Arbitration shall be held in the County of Sacramento,
California.
Page No. 3 of 8
July 16, 1991
HESI Contract No. 910710 • •
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. 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: LL:�6BY:
V or-
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 8
July 16, 1991
HESI Contract No. 910710 •
EXHIBIT A
SCOPE OF WORK
1 General
HESI will provide contract negotiation support to Client's staff with respect to
discussions and/or negotiations with PG&E for utility services and coordination. In this
regard and at the request and direction of the Client, HESI will do or provide the follow-
ing:
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 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. Mr.
Magaw's resume is attached.
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 forty nine thousand
dollars ($49,000.00). Consultant estimates that this amount will provide for services here-
under through June 1992.
Page No. 5 of 8
July 16, 1991
HESI Contract No. 910710 •
EXHIBIT B
HENWOOD ENERGY SERVICES, INC.
FEE SCHEDULE
Effective Calendar Year 1991
1. Professional Services
The fees for the professional services, including normal overhead costsl, are:
Principal Consultants
1.1 Mr. David Magaw, Esq.
Utility Power Contracting................................................................$ 95 per hour
Other Staff Consultants
1.2 Other Staff Consultants ...................................................................HESI Standard
Rates2
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.
1. These costs include secretarial support,job administration,rents,and other corporate overhead costs.
2. Rates are based on salary and standard multipliers.
Page No. 6 of 8
July 16, 1991
HESI Contract No. 910710 .
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
This schedule is effective commencing January 1, 1991, and may be superseded by a revised
schedule January 1, 1992 or later.
Page No. 7 of 8
July 16, 1991
•
DAVID N. MAGAW
SUMMARY
Mr. Magaw has been involved in transmission and power sales contracts since 1978
and transmission systems field work since 1974. His experience covers managing the power
marketing for the Central Valley Project in California, which included responsibility for
making contracts for over 1500 MW power sales, purchases of$200 million annually,
transmission and interconnection agreements, power and transmission rates, power billing,
budgeting for power purchases and managing the conservation program. His experience
also includes being a key negotiator in multi-million dollar settlements among electric utili-
ties.
EDUCATION
Juris Doctor University of San Diego School of Law, 1977
BS Electrical Engineering University of Nevada, Reno, 1974
EMPLOYMENT HISTORY
1990 - present Principal Consultant
Henwood Energy Services, Inc.
As Principal Consultant, Mr. Magaw assists clients in all areas of power contracting,
transmission and facility agreements and wholesale power transactions.
1982 - 1990 Assistant Area Manager for Power Marketing
Western Area Power Administration
While Assistant Area Manger, Mr. Magaw developed marketing plans for sales of
wholesale electric power, set rates for sales of power and transmission, as well as negotiat-
ed contracts for the sale, purchase, and transmission of power and settlement of various
disputes. Mr. Magaw was also in charge of developing and executing a budget for power
purchases, issuing the power customer bills, and tracking all power purchases and sales. In
addition, under his direction, his staff prepared hydrologic, resource engineering and other
technical studies.
1978 - 1982 Attorney
Western Area Power Administration
As Attorney for the Western Area Power Administrations, Mr. Magaw negotiated
and reviewed contracts relating to electric power transactions. He wrote procedures relat-
ed to rate setting and marketing of power, as well as gave legal advise to agency manage-
ment. During this time, Mr. Magaw presided over public rate meetings and managed and
negotiated settlements of various lawsuits.
July 16,1991
David N. Magaw
Page 2
1978 Electrical Engineer
Western Area Power Administration
As Electrical Engineer, Mr. Magaw planned electric power transmission system
modifications and additions. He also ran engineering studies for WAPA and prepared
reports on those findings.
1970 - 1977 Electrical Engineer
Bureau of Reclamation
While at the Bureau of Reclamation, Mr. Magaw planned electric power transmis-
sion system modifications and additions as well as conducted engineering studies and
prepared reports on the results. He assisted in the initial research which lead to the re-
marketing of power from Hoover Dam. He also spent time in the field assisting with
maintenance on high voltage equipment.
EXPERT WITNESS/REGULATORY REPRESENTATION
Federal Energy Regulatory Commission
- E-7777 Anti-trust case - examination of witness for Western Area Power Adminis-
tration regarding contract with PG&E.
- Rate actions for the Central Valley Project - supervised preparation of information
to FERC for approval of WAPA's rates.
- PG&E vs. Arvin Edison Water Storage District, ER 90-165-000 - provided testimony
on impacts of contract termination.
- NCPA vs. PG&E et al, EL 88-22-000, - technical expert and provided assistance in
preparation of pleadings to the Commission. Related to Civil Action No. 88-1600-
WWS.
U.S. District Court
Santa Clara vs. Watkin (Civil Action No. C-75-1574-SC) - assisted with trial prepa-
ration and settlement negotiations after first remand. Expert witness for interpreta-
tion of settlement agreement in later proceedings.
Arvin Edison vs. Hodel, (Civil Action No. 83-0232) - technical expert involving
request for preferential rates.
July 16,1991
David N. Magaw
Page 3
Trinity CounIY Public Utility District vs. Hodel, (Civil Action No. 84-0850-ESG) -
technical expert in case involving request for preferential rates.
U.S. vs. SMUD (Civil Action No. 5-75-277) - assisted in preparation of trial briefs,
later negotiated settlement.
Western Area Power Administration vs. PG&E et al, (Civil Action No. C-88-1600-
WWS) - technical expert as well as provided assistance in preparation of pleadings
and submitted declarations in support of motions made by WAPA.
U.S. Court of Claims
PG&E vs. U.S., (Civil Action No. 69-89-C) - assisted in preparation of pleading.
Related action to Civil Action No. C-88-1600-WWS.
PG&E vs. U.S., (Civil Action No. 85-84-C) - participated in preparation of pleading.
Was a negotiator in the settlement of this case.
PROFESSIONAL AND TECHNICAL SOCIETIES
Member of both the California and Colorado State Bar Associations.
BUSINESS AFFILIATIONS
Director of the Yolo Shortline Railroad Company, a new common carrier short line
railroad which serves West Sacramento and Clarksburg, California.
Director of the Sacramento Valley Historical Railways, a not-for-profit corporation
which is dedicated to restoration of historical equipment, artifacts, and buildings.
July 16,1991