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HomeMy WebLinkAboutResolution - 2008-R0369 - Professional Services Agreement - Red Oak Consulting - 09_25_2008Resolution No. 2008-RO369 September 25, 2008 Item No. 5.12 RESOLUTION 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 ted to execute for and on behalf of the City of Lubbock a Professional Services ement by and between the City of Lubbock and Red Oak Consulting and all related ments. Said Agreement is attached hereto and incorporated in this Resolution as if set forth herein and shall be included in the minutes of the Council. by the City Council this 25th day of September 2008. TOM MARTIN, MAYOR TTEST: AS TO CONTENT: Deputy City Manager VED AS TO FORM: :Red Oak Agmt.res CONTFACT Na Resolution No. 2008-R0369., =8714= PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement ("Agreement") is entered into this 25th day of September , 2008, by and between the City of Lubbock (the "city" ), a Texas home rule municipal corporation, and Red Oak Consulting, a Division of Malcolm Pirnie (the "Contractor"), a New York corporation. WITNESSETH WHEREAS, Contractor has substantial skill and experience in the preparation of water and sewer utility service rates and water and sewer utility service rate models (the Rates); WHEREAS, the City is required to prepare the Rates; WHEREAS, the City desires to contract with Contractor to perform services related to preparation of the Rates and Contractor desires to provide the services related to same. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and Contractor agree as follows: ARTICLE I Services 1.01 Contractor shall conduct all activities and within such time frames, as set forth on Exhibit "A", "Scope of Services and Deliverables", attached hereto (the "Services"). ARTICLE II Compensation and Term 2.01 Contractor shall be paid for the Services to be provided the City as set forth on Exhibit `B", "Compensation for Contract Services", attached hereto (the "Compensation"), with an amount not to exceed $90,500.00. The Contractor may submit a statement documenting work completed and request payment for each task outlined in the Services as the work required for each task has been completed and as the deliverables required for the tasks have been provided. The statement documenting work shall include both current billing period information and project to date information. 2.02 This Agreement shall expire on October 1, 2009. Additionally, the City may terminate this Agreement by providing written notice to Contractor at least thirty (30) days prior to the effective date of termination as provided in such notice. In the event this Agreement is so terminated, the City shall pay Contractor only for services actually performed by Contractor up to and including the date the Contractor is deemed to have received the City's notice of termination. ARTICLE III Independent Contractor 3.01 It is understood and agreed that Contractor is to perform the Services in a sound and professional manner and exercising the degree of care, skill and diligence in the performance of the Services as is exercised by a professional rate consultant under similar circumstances and Contractor hereby warrants to the City that the Services shall be so performed. Further, Contractor is and shall be considered at Page -2- Red Oak Professional Services Agreement —Rate Modeling Services 4.01 all times an independent contractor under this Agreement and/or in its service, hereunder. During the performance of the Services under this Agreement, Contractor and Contractor's employees will not be considered, for any purpose, employees or agents of the City within the meaning or the application of any federal, state or local law or regulation, including without limitation, laws, rules or regulations regarding or related to unemployment insurance, old age benefits, workers compensation, industrial acts, labor, personal injury or taxes of any kind. ARTICLE IV Events of Default/Remedies a. City's Defaults/Contractor's Remedies. In the event the City shall default in the performance of any term or provision of this Agreement for any reason other than failure by Contractor to perform hereunder, Contractor may, if said default shall be continuing after five (5) days notice of such default is delivered to the City, exercise any right or remedy available to it by law, contract, equity or otherwise. b. Contractor's Defaults/City's Remedies. In the event Contractor shall default in the performance of any term or provision of this Agreement for any reason other than failure by the City to perform hereunder, the City may, if said default shall be continuing after five (5) days notice of such default is delivered to Contractor, exercise any right or remedy available to it by law, contract, equity or otherwise, including without limitation, specific performance and/or the right to terminate this Agreement without additional notice. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. Page -3- Red Oak Professional Services Agreement — Rate Modeling Services ARTICLE V Insurance/Indemnity 5.01 Contractor shall procure and carry, at its sole cost and expense through the life of this Agreement, insurance protection as hereinafter specified, in form and substance satisfactory to City, carried with an insurance company authorized to transact business in the state of Texas, covering all aspects and risks of loss of all operations in connection with this Agreement, including without limitation, the indemnity obligations set forth herein. Contractor shall obtain and maintain in full force and effect during the term of this Agreement, commercial general liability and automobile liability coverage with insurance carriers admitted to do business in the state of Texas. The insurance companies must carry a Best's Rating of A-VII or better. The policies will be written on an occurrence basis, subject to the following minimum limits of liability: Professional Liability: Combined Single Limit: $500,000 Automobile Liability: Combined Single Limit for any auto: $500,000 Per Occurrence The City shall be listed as a primary additional insured with respect to the Automobile Liability and shall be granted a waiver of subrogation under the policies. Contractor will provide a Certificate of Insurance to the City as evidence of coverage. The Certificate will provide 30 days notice of cancellation. A copy Page -4- Red Oak Professional Services Agreement — Rate Modeling Services of the additional insured endorsement and waiver of subrogation attached to the policy will be included in the certificate. Contractor shall elect to obtain worker's compensation coverage pursuant to Section 406.002 of the Texas Labor Code. Further, Contractor shall maintain said coverage throughout the term of this Agreement and shall comply with all provisions of Title 5 of the Texas Labor Code to ensure that the Contractor maintains said coverage. The contractor may maintain Occupational Accident and Disability Insurance in lieu of Worker's Compensation. In either event, the policy must be endorsed to include a waiver of subrogation in favor of the City of Lubbock. If at any time during the life of the Agreement or any extension hereof, Contractor fails to maintain the required insurance in full force and effect, Contractor shall be in breach hereof and all work under the Agreement shall be discontinued immediately. Contractor shall indemnify and hold City and City's elected officials, officers, agents, employees and independent contractors harmless, to the fullest extent permitted by law, from and against any and all claims, demands, damages, costs, liabilities and expenses, and including reasonable attorney's fees, as a result of, related to, arising from, or related to Contractor's negligent use or occupation of City owned lands, and/or any matter related to Contractor's negligent activities, negligent performances, negligent operations or omissions under this Agreement. Contractor's indemnification obligations will only apply to the extent of its negligence. Page -5- Red Oak Professional Services Agreement— Rate Modeling Services G1C-74#IN :IW%I Miscellaneous 6.01 Contractor shall comply with all laws, statutes, regulations, ordinances, rules and any other legal requirement related to, in any way, manner or form, the performance of the Services contemplated herein. 6.02 Neither party shall be liable for consequential, indirect or special damages. 6.03 Any notice required by this Agreement shall be deemed to be properly served, if (i) provided in person or by telephonic facsimile; or (ii) deposited in the United States mail by certified letter, return receipt requested, addressed to the recipient at recipient's address shown below, subject to the right of either party to designate a different address by notice given in the manner just described. Notice shall be deemed to be received when delivered if provided in person or by telephonic facsimile or, if deposited in the United States mail, as set forth above, three (3) days after depositing such notice in the United States mail, as set forth above. For City: Thomas L. Adams, Deputy City Manager City of Lubbock P.O. Box 2000 Lubbock, Texas 79457 Facsimile No. 806-775-2051 For Contractor: Facsimile No. Page -6- Red Oak Professional Services Agreement — Rate Modeling Services 6.04 THIS AGREEMENT IS TO BE CONSTRUED UNDER TEXAS LAW WITHOUT REGARD TO CONFLICT OF LAW RULES THAT WOULD DIRECT APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. THE OBLIGATIONS OF THE PARTIES CREATED BY THIS AGREEMENT ARE PERFORMABLE IN LUBBOCK COUNTY, TEXAS. VENUE FOR ANY ACTION BROUGHT PURSUANT TO THIS AGREEMENT, OR ACTIVITY CONTEMPLATED HEREBY, SHALL EXCLUSIVELY BE IN LUBBOCK COUNTY, TEXAS. 6.05 This Agreement represents the entire and sole agreement between the City and Contractor with respect to the subject matter hereof and supersedes any and all prior negotiations, understandings, representations or other agreements, whether written or oral. This Agreement may not be modified or amended except in writing and duly authorized and executed by each party hereto. 6.06 Nothing contained herein shall be construed to imply a joint venture, joint enterprise, partnership or principal — agent relationship between Contractor and the City. 6.07 If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary to render it valid and enforceable so long as said modification is reasonably within the intent the parties as originally expressed. In the event such provision may not be so modified, the unenforceability or invalidity of any provision shall not affect any other provision Page -7- Red Oak Professional Services Agreement — Rate Modeling Services of this Agreement, and this Agreement shall continue in force and effect as if such provision had not been included in this Agreement. 6.08 Any and all documents, drawings and specifications prepared by Contractor as part of the Services hereunder, shall become the property of the City when Contractor has been compensated as set forth in Section 2.01, above. 6.09 A waiver by either City or Contractor of a breach of this Agreement shall be in writing to be effective. In the event either party shall execute and deliver such waiver, such waiver shall not affect the waiving party's rights with respect to any other or subsequent breach. 6.10 Neither City nor Contractor may assign this Agreement, in whole or in part, without the written consent of such assignment by the non -assigning party. City and Contractor each bind itself or himself, their legal representatives and permitted assigns in respect to all provisions of this Agreement. 6.11 Nothing in this Agreement shall be construed to provide any rights or benefits whatsoever to any party other than City and Contractor. IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives as of the date first written above. Page -8- Red Oak Professional Services Agreement — Rate Modeling Services �t4(�,k CVvjSiA' c:Contractor:rJ tUi�tb vt O A11,1eo(m Pirn cc y. _ 4A ':�- � Name: rt -t G, M t. Sv4re- Title: S r. u z.. k— CITY OF LUBBOCK Tom Martin, Mayor ATTEST: S',) Rebec a Garza, City Secretary APPROVED AS TO CONTEN Thomas L. Adams Deputy City Manager APPROVED AS TO FORM: Richard K. Casner, First Assistant City Attorney Rc: RateModelingServi ces. RedOak.090308 Page -9- Red Oak Professional Services Agreement— Rate Modeling Services Resolution No. 2008-RO369 EXHIBIT A Contract Scope of Services and Deliverables "the Services" SCOPE OF SERVICES Task 1 - Update Financial Data Red Oak will conduct an Orientation Workshop within 30 days of the approval of this contract for services to review the City's latest financial data and current financial policies. Red Oak will update the City's cost of service model with the most recently approved budget and Capital Improvement Program, including the estimated cost of the Lake Alan Henry (LAH) project; this will include up to 3 alternative financial planning scenarios, e.g., alternative timing of the LAH project. (1 trip to Lubbock each — R. Giardina and J. Ivey) Task 2 - Modify Model for Compatibility With Water Utility Financial Model During the term of the contract Red Oak will modify the cost of service and rate model as necessary to allow for easy input of data from the City's Water Utility Financial Model into the cost of service model and ensure that all assumptions and methodologies are consistent between the two models. This task will require access to the information contained in the City's electronic version of the City's Water Utility Financial Model. (1 trip to Lubbock - J. Ivey) Task 3 - Update Customer Billing Data Red Oak will evaluate the City's most recent customer billing data to determine if it is appropriate for use as a typical year. Based on the results of this analysis, Red Oak will update the bill frequency analysis (based on City -provided data) to reflect the typical usage patterns for each customer class. Red Oak's fee estimate assumes that the data will be provided in a format similar to the last study and that only a single set of analyses will be required, i.e., there will be no issues with the quality or the integrity of the data provided. (no trips to Lubbock required for this task) Task 4 - Develop Alternative Rate Structures Red Oak will prepare a cost of service analysis based on the updated financial plan and bill frequency analysis. Red Oak will develop up to three alternative rate structures to recover customer class cost of service. Rate structure alternatives could include an increased percentage of revenue recovery from monthly base charges or increased block differentials to encourage conservation. (1 trip to Lubbock each — R. Giardina and J. Ivey) Task 5 - Design Rates for 5-Year Study Period and Present Results Based on the updated cost of service analysis (Task 4) Red Oak will develop water and wastewater rates for the 5-year study period, fiscal year 2009 through fiscal year 2014, based on the selected rate structure alternative. The financial plan and rate design scenarios will reflect the impact of the LAH project during the 5-year study period. Red Page -10- Red Oak Professional Services Agreement — Rate Modeling Services Oak will prepare a Technical Memorandum summarizing the cost of service results, recommended rate structure and rates, and financial impacts of the LAH project and present this summary to the Water Commission and the City Council. The 2009 Rates will be prepared in draft form by December 31, 2008 for review and comment by the City of Lubbock and final form by January 31, 2009 for approval by the Lubbock Water Advisory Commission and for adoption by the City Council in March 2009. (2 trips to Lubbock each — R. Giardina and J. Ivey) Task 6 - Train Utility Staff on Cost of Service Model Red Oak will prepare an updated User Manual for use with the modified cost of service model and train Utility staff on the use of the modified model. (1 trip to Lubbock — J. Ivey) The deliverables from this project will include the updated Water Utilities Financial Model as referenced in Task 2, copies of presentational materials for meetings with the Water Commission and City Council, and a Technical Memorandum summarizing the results of the update and containing the recommended rates for the 5-year study period. Rc: RateModelingServices.RedOak.ExhibitA.091608 Page -11- Red Oak Professional Services Agreement — Rate Modeling Services Resolution No. 2008—RO369 EXHIBIT B Compensation for Contract Services Hours Total Task Expenses Fees and Project Project Director Manager Analyst Total Expenses 1. Update financial data 6 20 24 50 $ 1,400 $ 10,418 2. Modify model 6 24 48 78 400 13,486 3. Update customer 6 24 48 78 0 13,086 data 4. Develop rate 10 40 56 106 1,400 19,922 alternatives 5. Design rates for 5 24 40 64 128 2,800 26,688 years 6. Train staff on model 2 16 20 38 400 6,870 TOTAL COST 54 164 260 478 $ 6,400 $ 90,470 Page -12- Red Oak Professional Services Agreement— Rate Modeling Services