HomeMy WebLinkAboutBorismetrics 2007-04-09 C��la� ��
AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES
Electric Cost of Service and Rates Study
This Agreement made and entered into this 9th day of April, 2007 (the "Effective Date"),
by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and
Borismetrics, a California Corporation, hereinafter referred to as "Consultant".
RECITALS
This Agreement is predicated on the following facts:
a. City requires consulting services related to the preparation of Electric Utilitv Cost of
Service and Rate Studv.
b. Consultant represents that it has the qualifications, skilis, and experience to provide
these services, and is willing to provide them according to the terms of this Agreement.
c. City and Consultant agree upon the Scope-of-Work and Work Schedule attached hereto
as Attachment "A", describing contract provisions for the project and setting forth the
completion dates for the various services to be provided pursuant to this Agreement.
TERMS OF AGREEMENT
1.0 DESCRIPTION OF PROJECT
1.1 The Project is described in detail in the attached Scope-of-Work (Attachment "A").
2.0 SCOPE OF SERVICES
2.1 As set forth in Attachment "A".
2.2. Additional Services. Additional services, if any, shall only proceed upon written
agreement between City and Consultant. The written Agreement shall be in the form of
an Amendment to this Agreement.
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3.0 CONDUCT OF WORK
3.1 Time of Completion. Consultant shall commence performance of services as required
by the Scope-of-Work upon receipt of a Notice to Proceed from City and shall complete
such services within three months from receipt of the Notice to Proceed. Consultant
shall complete the work to the City's reasonable satisfaction, even if contract disputes
arise or Consultant contends it is entitled to further compensation.
4.0 COMPENSATION FOR SERVICES
4.1 Basis for Compensation. For the performance of the professional services of this
Agreement, Consultant shall be compensated on a time and expense basis not to
exceed a guaranteed maximum dollar amount of 29 900. Labor charges shall be
based upon Consultant's standard hourly billing rates for the various classifications of
personnel in effect as of the date of this contract which shall include all indirect costs and
expenses of every kind or nature, except direct expenses. The direct expenses and the
fees to be charged for same shall be customary and reasonable.
4.2 Chanqes. Should changes in compensation be required because of changes to the
Scope-of-Work of this Agreement, the parties shall agree in writing to any changes in
compensation. "Changes to the Scope-of-Work" means different activities than those
described in Attachment "A" and not additional time to complete those activities than the
parties anticipate on the date they entered this Agreement.
4.3 Sub-contractor Pavment. The use of sub-consultants or other services to perForm a
portion of the work of this Agreement shall be approved by City prior to commencement
of work. The cost of sub-consultants shall be included within the 29 900 provided in
Section 4.1.
4.4 Terms of Payment. Payment to Consultant for services rendered in accordance with this
contract shall be based upon submission of monthly invoices for the work satisfactorily
perFormed prior to the date of invoice less any amount already paid to consultant, which
amounts shall be due and payable upon receipt by City. Invoices shall be accompanied
by documentation sufficient to enable City to determine progress made.
5.0 ASSURANCES OF CONSULTANT
5.1 Independent Contractor. Consultant is an independent contractor and is solely
responsible for its acts or omissions. Consultant (including its agents, servants, and
employees) is not City's agent, employee, or representative for any purpose.
5.2 Conflict of Interest. Consultant understands that its professional responsibility is solely
to City. Consultant has no interest and will not acquire any direct or indirect interest that
would conflict with its performance of the Agreement. Consultant shall not in the
performance of this Agreement employ a person having such an interest.
6.0 INDEMNIFICATION
6.1 Insurance Liabilitv. Without limiting ConsultanYs obligations arising under Paragraph 6.2
Consultant shall not begin work under this Agreement until it procures and maintains for
the duration of this Agreement insurance against claims for injuries to persons or
damages to property, which may arise from or in connection with its perFormance under
this Agreement.
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A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office ("ISO) Commercial General Liability Coverage
Form No. CG 00 01 11 85.
2. ISO Form No. CA 0001 (Ed. 1/78) covering Automobile Liability, Code 1
"any auto" or Code 8, 9 if no owned autos and endorsement CA 0025.
3. Worker's Compensation Insurance as required by the Labor Code of the
State of California and Employers Liability Insurance.
4. Professional Liability Insurance covering damages which may result from
errors, omissions, or acts of professional negligence by Consultant.
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1. General Liabilitv: $1,000,000 combined single limit per occurrence for
bodily injury, personal injury and property damage. If Commercial
General Liability Insurance or other form with a general aggregate limit is
used, the general aggregate limit shall apply separately to the work
performed under this Agreement, or the aggregate limit shall be twice the
prescribed per occurrence limit.
2. Automobile Liabilitv: $1,000,000 combined single limit per accident for
bodily injury and property damage.
3. Worker's Compensation and Emplovers Liabilitv: Worker's compensation
limits as required by the Labor Code of the State of California and
Employers Liability limits of $1,000,000 per accident.
4. Professional Liabilitv Coveraqe: $500,000 combined single limit per
occurrence. If the coverage is an aggregate limit, the aggregate limit
must apply separately to the work performed under this Agreement, or the
aggregate limit shall be twice the per occurrence limit.
C. Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by
the City. At the option of the City, either the insurer shall reduce or eliminate
such deductibles or self-insured retentions as respects to the City, its officers,
officials, employees and volunteers; or the Consultant shall procure a bond
guaranteeing payment of losses and related investigations, claim administration
and defense expenses.
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D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liabilitv and Automobile Liabilitv Coveraqes
a. The City, it officers, officials, employees and volunteers are to be
covered as additional insureds as respects; liability arising out of
activities perFormed by or on behalf of the Consultant, products
and completed operations of the Consultant, premises owned,
occupied or used by the Consultant, or automobiles owned, hired
or borrowed by the Consultant. The coverage shall contain no
special limitations on the scope-of-protection afforded to the City,
its officers, officials, employees or volunteers.
b. The Consultant's insurance coverage shall be primary insurance
as respects to the City, its officers, officials, employees and
volunteers. Any insurance or self-insurance maintained by the
City, its officers, officials, employees or volunteers shall be excess
of the ConsultanYs insurance and shall not contribute with it.
c. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to the City, its officers, officials,
employees or volunteers.
d. The Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect
to the limits of the insurer's liability.
2. Worker's Compensation and Emplovers Liabilitv Coveraqe
The insurer shall agree to waive all rights of subrogation against the City,
its officers, officials, employees and volunteers for losses arising from
Consultant's performance of the work, pursuant to this Agreement.
3. Professional Liabilitv Coveraqe
If written on a claims-made basis, the retroactivity date shall be the
effective date of this Agreement. The policy period shall extend from the
Effective Date to the Effective Date plus 2 years.
4. All Coverages
Each Insurance policy required by this clause shall be endorsed to state
that coverage shall not be suspended, voided, canceled by either party,
reduced in coverage or in limits except after thirty (30) days prior written
notice by certified mail, return receipt requested, has been given to the
City.
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E. Acceptabilitv of Insurers
Except for professional liability insurance, insurance is to be placed with insurers
with a Best's rating of no less than A:VII and who are admitted insurers in the
State of California. Professional liability insurance may be underwritten by
Lloyds of London.
F. Verification of Coveraqe
Consultant shall furnish the City with certificates of Insurance and with original
Endorsements effecting coverage required by this Agreement. The Certificates
and Endorsements for each insurance policy are to be signed by a person
authorized by that insurer to bind coverage on its behalf. The Certificates and
Endorsements are to be on forms provided or approved by the City. Where by
statute, the City's Workers' Compensation - related forms cannot be used,
equivalent forms approved by the Insurance Commissioner are to be substituted.
All Certificates and Endorsements are to be received and approved by the City
before Consultant begins the work of this Agreement. The City reserves the right
to require complete, certified copies of all required insurance policies, at any
time. If Consultant fails to provide the coverages required herein, the City shall
have the right, but not the obligation, to purchase any or all of them. In that
event, the cost of insurance becomes part of the compensation due the
contractor after notice to Consultant that City has paid the premium.
G. Subcontractors
If Consultant uses subcontractors or sub-consultants, it shall cover them under
its polices or require them to separately comply with the insurance requirements
set forth in this Paragraph 6.1.
6.2 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition
thereto, Consultant shall indemnify, defend and hold harmless City officers, agents and
employees from and against any and all claims, demands, liability, costs and expenses,
including court costs and counsel fees, arising out of the injury to or death of any person
or loss of or physical damage to any property resulting from any negligent or wrongful
act or omission committed by Consultant or it's officers, agents or employees while
performing services under this Agreement. Consultant's liability for professional
negligence shall be limited to $1,000,000.
As to events which occur during Consultant's performance of this Agreement, City shall
hold Consultant harmless from and defend Consultant against all claims, liability,
damage, or loss arising out of any injury or death of any person or damage to or
destruction of property attributable to the negligent or willfully wrongful act or omission of
City or its officers and employees, where the injury, death or damage is caused by the
sole and active negligence or willful misconduct of City or City's employees.
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7.0 CONTRACT PROVISIONS
7.1 Ownership of Work. All documents furnished to Consultant by City and all reports and
supportive data prepared by Consultant under this Agreement are City's property and
shall be given to City at the completion of ConsultanYs services at no additional cost to
City. Deliverables are identified in the Scope-of-Work, Attachment "A".
7.2 Governina Law. Consultant shall comply with the laws and regulations of the United
States, the State of California, and all local governments having jurisdiction over this
Agreement. The interpretation and enforcement of this Agreement shall be governed by
California law and any action arising under or in connection with this Agreement must be
filed in a Court of competent jurisdiction in Mendocino County.
7.3 Entire Aqreement. This Agreement plus its Attachment(s) and executed Amendments
set forth the entire understanding between the parties.
7.4 Severabilitv. If any term of this Agreement is held invalid by a court of competent
jurisdiction, the remainder of this Agreement shall remain in effect.
7.5 Modification. No modification of this Agreement is valid unless made with the agreement
of both parties in writing.
7.6 Assiqnment. Consultant's services are considered unique and personal. Consultant
shall not assign, transfer, or sub-contract its interest or obligation under all or any portion
of this Agreement without City's prior written consent.
7.7 Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement
shall be a waiver of any other or subsequent breach of the same or any other covenant,
term or condition or a waiver of the covenant, term or condition itself.
7.8 Litiqation. In the event a suit or action is instituted to enforce any of the terms and
conditions of this Agreement, the prevailing party shall collect, in addition to the costs
and disbursements allowed by statutes, such sums as the court may adjudge
reasonable as attorney's fees in such suit or action in both trial and appellate courts.
7.9 Termination. This Agreement may only be terminated by either party: 1) for breach of
the Agreement; 2) because funds are no longer available to pay Consultant for services
provided under this Agreement; or 3) City has abandoned and does not wish to complete
the project for which Consultant was retained. A party shall notify the other party of any
alleged breach of the Agreement and of the action required to cure the breach. If the
non-breaching fails to cure the breach within the time specified in the notice, the contract
shall be terminated as of that time. If terminated for lack of funds or abandonment of the
project, the contract shall terminate on the date notice of termination is given to
Consultant. City shall pay the Consultant only for services performed and expenses
incurred as of the effective termination date. In such event, as a condition to payment,
Consultant shall provide to City all finished or unfinished documents, data, studies,
surveys, drawings, maps, models, photographs and reports prepared by the Consultant
under this Agreement. Consultant shall be entitled to receive just and equitable
compensation for any work satisfactorily completed hereunder, subject to off-set for any
direct or consequential damages City may incur as a result of Consultant's breach of
contract.
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7.10 Duplicate Oriqinals. This Agreement may be executed in duplicate originals, each
bearing the original signature of the parties. When so signed, each such document shall
be admissible in administrative or judicial proceedings as proof of the terms of the
Agreement between the parties.
8.0 NOTICES
Any notice given under this Agreement shall be in writing and deemed given when
personally delivered or deposited in the mail (certified or registered) addressed to the
parties as follows:
CITY OF UKIAH BORISMETRICS
DEPT. OF PUBLIC UTILITIES P.O. BOX 15040
300 SEMINARY AVENUE SACRAMENTO, CA 95851
UKIAH, CALIFORNIA 95482-5400
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9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written:
CONSULTANT
(� � J
BY: Jcv-S V ! �I� ��' �� ,� t- (�
Date
PRINT NAME: ����- S �� � ��, �
� �� - (;<( - � SC� .Z
IRS IDN Number
CITY OF UKIAH
BY��._. _-�_��` �, _� .
NDACE HORSLEY Date
CITY MANAGER
ATTEST
_ � � -� -��
GAIL PETERSEN Date
CITY CLERK
APPROVED AS TO FORM:
DA . RAPPO T
CITY ATTORNEY, CITY OF UKIAH
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Attachment A
Scope of Services
Electric Cost of Service and Rate Study
Scope of Services:
Scope of work will include the following services:
1. Consultant will work with City staff and/or staff of the Northern California Power
Agency (NCPA) in acquiring all necessary Project data. Based upon data and other
input assumptions received from said staff, Consultant will develop a (5) five year base
case projection beginning in FY06-07 incorporating the following:
a. Retail kWh energy sales by customer class and by month.
b. Wholesale kWh system input requirements by year.
c. Budget estimates and projections by line item for A&G, O&M, debt service and
other related costs including capital cost additions.
d. Purchase power estimates by customer related, energy related and demand
related costs.
e. Number of customers by class of service and by month.
f. Retail kW demand sales by customer class and by month if applicable.
g. Energy used for the City's Street Light program and number of accounts.
h. Plant-in-service capital data.
i. Any other pertinent data and financial information not mentioned above that
should be included in the analysis.
2. City staff will discuss with Consultant any particular or special circumstances that are
currently at hand and would like included, or analyzed in the analysis. This would
include an understanding of new line item costs or programs that need to be
incorporated into COST and/or Model.
3. Consultant will work with City staff in developing class load and coincident factors
necessary to complete COST and/or Model analysis.
4. Consultant will calculate transmission level; primary and secondary loss factors based
upon wholesale energy input requirements for the system on an annual basis.
5. Consultant will work with City staff on the functionalization and classification of electric
plant.
6. Consultant will work with City staff in modifying the functionalization and classification
of operating expenses.
7. Consultant will distribute costs to various customer classes based upon allocation
factors developed by Consultant and approved by City staff.
8. Consultant will develop new base case rates (residential, commercial, and industrial)
for the (5) Five-year study period. Consultant shall recommend the type of rate
(energy only, demand, or Time of Use) for each rate class.
9. Consultant will review with City staff both COST and Model. This meeting and review
will include a confirmation of all assumptions used in its development and adjustments
made to COST and Model as deemed necessary.
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10. In addition to the above base case review, Consultant will meet and review with City
staff various alternative cost and/or operational scenarios as requested by the City.
11. Consultant will enhance COST and/or Model using Visual Basic functionality.
12. All reports, letters or other deliverables or products created, as a result of Consultants
services to the City, shall become the sole property of the City. All documents and
deliverables shall be provided to the City in 5 hard copy sets, except as mentioned
below and also electronically (the format shall be compatible Microsoft Office Word
2003 and Excel 2003). Drawings provided in electronic format shall be compatible
with AutoCAD 2005.
13. Over the course of the Project, Consultant is to provide (3) three oraf and visual
reports separately before the Ukiah City Council (Council) at either regular scheduled
meetings of the Council and/or at special workshops of Council.
a. The first report will be prior to the beginning of the Project to inform the Council of
the Consultant's intent and Project time schedule in preparing and completing
COST and/or Model and to obtain input from both the Council andlor interested
customers of the City's Electric Utility.
b. The second report will be a final COST report midway through the Project.
c. The third report will be a final Model report at the end of Project.
d. As an option, Consultant will list hourly labor, material, and other service rates for
additional oral and/or visual reports, as requested by the Council.
e. Consultant shall provide 10 hard copies of all report materials, slides, and/or
PowerPoint type presentation materials plus electronic files as formatted per
Scope of Service Number 14 above.
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