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HomeMy WebLinkAboutResolution - 5447 - Contract - CAM, I - Profesional Power Broker & Sales Consulting Services - 03_27_1997RESOLUTION NO. 5447 Item #15 March 27, 1997 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Professional Services Contract by and between the City of Lubbock and Contract Asset Management, Inc. (CAM,I), attached herewith, and any associated documents, which Contract shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if fully copied herein in detail. Passed by the City Council this 27th day of March , 1997. i WINDY §ffTON, O. ATTEST: Ka arnell, City Secretary AS TO CONTENT: T. Robert Massengale, Managing Director of Electric Utilities APPROVED AS TO FORM: Dbadld G. Vandiver, City Attorney DGv: da/ccdocs/cami. res rev. March 24, 1997 PROFESSIONAL SERVICES CONTRACT STATE OF TEXAS § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF LUBBOCK § This Contract and agreement, made and entered into on this the 97th day of March , 1997, by and between the City of Lubbock, Texas, A Home Rule Municipal Corporation of the State of Texas, hereinafter called "City," and Contract Asset Management, Inc., a Texas Corporation hereinafter referred to as CAM,I." WITNESSETH: WHEREAS, the City has determined that it will, on a temporary basis, require the services of a professional power broker and sales consulting services to be furnished to LP&L; and WHEREAS, the City has determined that it will be in the best interest of the City to retain the services of CAM,I to assist it in furnishing professional power broker and sales consulting services as required; and WHEREAS, the above corporation has agreed to furnish the services of one or more of its officers or employees on a temporary basis; and NOW THEREFORE, the parties hereto do covenant and agree as follows: I. The City does hereby engage and retain CAKI to provide professional owner broker and sales consulting services for Lubbock Power & Light on the terms and conditions hereinafter set forth. I" (a) The term of this contract shall be for a term of three (3) years beginning on the date of execution of this contract. (b) This agreement may be extended for additional one year terms by mutual agreement of the parties hereto expressed in writing prior to the end of the initial term or any extension thereof. (c) Either party hereto may terminate this agreement at any time during the term of this agreement by giving thirty (30) days notice of its intention to terminate this contract. (d) See Attachment A. CAKI agrees to furnish a qualified, diligent expert who will reside in the City service area and who will be assigned to perform the functions of the position of power broker performing the day-to-day functions necessary. These functions would include retail sales, wholesale sales, and wholesale purchase brokering. IV. CAKI further covenants and agrees to furnish expert advisory services and/or consultation. Specific responsibilities of CAKI and the power broker will include the following: (1) Retail sales, wholesale power sales, and wholesale power purchase brokering. (2) CAKI will supply a list of prospects to be serviced exclusively for the term of the contract. This list will be subject to the approval of LP&L and may be modified from time to time in writing, upon the mutual consent of LP&L and CAKI. (3) After one year the prospect list will be updated for possible modification. All such services rendered by CAKI shall be subject to the reasonable supervision and control of the City. 0 The City agrees to furnish CAKI with all necessary information and assistance necessary to perform the services as contemplated under the terms of this contract. VI. CAKI or any officer or employee thereof, shall not be liable to the City for: (1) any claim arising from employment matters of City personnel or any claim arising as a result of personnel policies and practice of the City; or (2) any claim arising from delay or interruption of services of LP&L; or (3) any claim arising from strikes, lockouts, act of God, governmental restrictions, availability of fuel supplies, unavoidable casualty, or similar acts beyond the control of CAKI. Notwithstanding the above, CAKI will, however, be liable for all dishonesty or fraudulent misconduct committed or directed by any officer, employee or agent of CAKI in the discharge of its obligations under this contract. Further, CAKI shall be liable to the City for any act of gross negligence committed by it, its officers, agents and employees in discharging its obligations under the contract. VII. The City shall not be liable to CAKI nor shall CAKI be liable to the City for any claim arising for any failure, delay, interruption of service, nor for failure or delay in performance of any obligations under this agreement due.to strikes, lockouts, act of God, governmental restrictions, availability of fuel supplies, unavoidable casualty or similar act beyond the control of City. Nothing contained herein shall be construed as creating the relationship of employer and employee between the City and CAKI or between the City and the CAKI's employees. CAKI shall be deemed at all times to be an independent contractor. IN carrying out the terms of this contract, CAKI shall select its own employees and such employees shall be and act under the exclusive and complete supervision and control of CAKI. i� Except as waived by paragraph VII of this contract, CAKI agrees to indemnify and hold the City harmless from any and all claims for injury, death, loss of damage of any kind or character and by whomever suffered or asserted, occasioned by or in connection with any work performed by the CAKI, its officers or employees, under this contract or by any acts or default. 94 CAKI shall at all times observe and comply with all Federal, State and local laws, ordinances and regulations, which in any manner affect the contract or the work, and shall indemnify and save harmless the City against any claim arising from the violation of any such laws, ordinances and regulations whether by CAKI or its employees. W CAKI will not assign this contract without written consent of City. 3 IN WITNESS WHEREOF, the parties hereto have executed this contract and agreement on the 27th day of March 1997. CONTRACT ASSET MANAGEMENT, INC. CITY OF ••• WINDY y• MAYOR A ST: yt Darnell, City Secretary APPROVED AS TO CONTENT: . Robert Massengale, Mana ' g Director of Electric Utilities APPROVED AS TO FORM: ♦ r 1 ald G. Vandiver, First Assistant City Attorney 4 ATTACHMENT "A" The City agrees to pay CAM,I as compensation for services rendered hereunder to the following commissions: (1) For existing individually metered apartment complexes a commission for the first year of $30.00 per meter shall be payable at the end of the month that service begins, a retention commission of $15.00 per meter for the second year, payable on the last day of the 12th month of service, and a retention commission of $15.00 per meter for the 3rd year shall be payable on the last day of the 24th month of service, provided that, if the existing, provided that, if the existing individually metered apartment complex utilizes electric heating, the initial commission shall be $35.00 per meter, and the retention commission for the second year shall be $17.50 per meter and for the third year shall be $17.50 per meter. (2) For individually metered apartment complexes that are new construction, the initial commission for the first year of $40.00 per meter shall be payable at the end of the month that service begins, a retention commission of $20 per meter for the second year shall be payable on the last day of the 12th month of service, and the retention commission of $20.00 per meter for the third year shall be payable on the last day of the 24th month of service, provided that, if the new construction individually metered apartment complex utilizes electric heating, the initial commission shall be $45.00 per meter and the retention commission for the second year shall be $22.50 per meter and for the third year shall be $22.50 per meter. (3) For other existing commercial projects (including apartment complexes that are not individually metered), the initial commission for the first year shall be computed by multiplying the number of kilowatt hours CXWIT') actually sold during the first year by the actual net margin for the first year and by multiplying the product by the actual percentage load factor for the first year., provided that, the load factor shall not be less than 35%, even if the actual load factor is less. The second year retention commission shall be equal to 50% of the amount resulting from applying the same formula used to compute the first and second year commission, but utilizing the actual KWH sold, the actual net margin and the actual load factor for the third year, provided that the percentage load factor shall not be less than 25%, even if the actual load factor is less. The net margin is defined as the actual billed $/KWH less $0.036/KWH. Example: If a KWH is billed for $0.54, the net margin is $0.018 for that KWH ($0.054-$0.036). Load factor is determined by dividing annual KWH actually used by the product resulting from multiplying the maximum demand during that year by the number of hours in a year by the number of hours in a year (8,760 hours). Example: assuming annual usage of 1,000,000 KWH and a maximum demand during that year of 285 KW, the load factor would be 50% (1,000,000 divided by the product of 285 times 8,760). Computing an initial first year commission based on the example set forth for net margin and load factor, the initial commission would be $7,200.00 (1,000,000 KWH x $0.018 x 40%), and using the same figures for the purpose of example, the retention commission for the second and third year would be $3,600.00 per year. (4) For newly constructed commercial projects (including apartment complexes that are not individually metered), the initial commission shall be equal to 120% of the commission for that project computed in the manner described above for existing commercial projects. The second and third year retention commissions shall be computed in the same manner as the second and third year retention commissions for existing commercial projects. (5) For the "house meters" on existing or new construction individually demand metered apartment complexes, the commission shall be computed according to the formula for existing or new construction commercial projects, respectively. House meters is defined as all meters at a complex that are not meters for individually metered rental units. Examples would be parking lot, lighting, party house, recreational areas, managerial offices, and common areas. If there is no demand meter, CAKI will be compensated under the numbers 1 and 2 above. (6) For exiting or new construction residential meters, the commission shall be $15.00 per meter payable at the end of the month that service begins. (7) All commissions computed pursuant to the formulas set forth in subparagraph (3), will be payable as follows: (a) The initial commission for the first year will be based on estimates of all three formula factors, if data exists from which to make such estimates. If there is little or no data upon which to base a reasonable estimate, a standard 7 watts per square foot and 35% load factor will be used. Fifth percent (50%) of the estimated initial commission for the first year will be payable at the end of the month that service begins. At the end of the 12th month of service, the initial commission for the first year will be recomputed based on the actual formula factors for the first year, and the balance of the initial formula factors for the first year, and the balance of the initial commission for the first year will be payable on the 15th day of the 13th month of service. (b) The retention commission for the second year will be estimated based on the actual formula factors for the first year of service, and 75% of the estimated retention commission for the second year shall be payable on the 15th day of the 13th month of service. At the end of the 24th month of service, the retention commission for the second year shall be recomputed based on the actual formula factors for the second year, the balance of said commission shall be payable on the 15th day of the 25th month of service. If the commission for the second year, based on the actual formula factors in the second year, is less than the amount of commission paid on the 15th day of the 13th month, CAKI shall refund the overpayment within 30 days after the recomputation of the second year is provided to CAKI. (c) The retention commission for the third year will be estimated based on the actual formula factors for the second year of service, and 75% of the estimated retention commission for the third year will be payable on the 15th day of the 24th month of service. At the end of the 36th month of service, the retention commission for the third year shall be recomputed based on the actual formula factors for the third year, and the balance of said commission shall be payable on the 15th day of the 37th month of service. If the commission for the third year, based on the actual formula factors in the third year, is less than the amount of commission paid on the 15th day of the 25th month, CAKI shall refund the overpayment within 30 days after recomputation of the third year is provided to CAKI. (d) If any of the commercial projects choose another supplier before the end of the first, second or third year, the commission for the year in which service is terminated will be recomputed based on the actual formula factors involved in the computation for that year (load factor formula to be adjusted to the actual number of hours for the reduced time period, instead of 8,760 annual hours). Any balance of commission unpaid for that year will be payable to CAKI for any period after the date that service was discontinued. (8) If any of the accounts or customers described in subparagraph (1) (2) or (6) choose another supplier during a year for which a commission has been paid to CAKI, the commission for that year shall be prorated, and CAKI shall refund the unearned commission within 30 days of notice thereof. No commission shall be payable for any time period after service is discontinued.