PROFESSIONAL SERVICES AGREEMENT CONCERNING CLEARWATER GAS UTILITY SYSTEM STUDY FROM R W BECK AND ASSOCIATES
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R. W. BECK AND ASSOCIATES
Engineers and Consultants
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PROFESSIONAL SERVICES AGREEMENT
Date
December 5. 1986
P. S. A. No.
FF-'i261-GGI-AX
CLIENT Ci ty of Clearwater
900 Chestnut Street
ADDRESS P.O. Box 4749
Clearwater, Florida 33518
PROJECT
Clearwater Gas Utility System Study
Part I~ope of Services
R. W. Beck and Associates (the "Consulting Engineer") will furnish pro-
fessional consulting and analytical services to the City of Clearwater, Florida (the
"City" or "Client") in connection with a study of the Clearwater Gas Utility System
(the "Study"). These professional services shall be carried out in accordance with
this Professional Services Agreement FF-5261-GG1-AX and the Statement of Work attached
hereto and made a part hereof.
As is set forth in Part I of the Statement of Work, the preparation of the
Study shall be provided for under this Professional Services Agreement for a fixed fee
of $33,370.00. Additional Services requested and authorized by the City, if any,
would be compensated for by either an approved increase in the fixed fee or through
authorization and execution by the City of a new Professional Services Agreement for
such Additional Services.
Part II-Payment
For services furnished, the Client shall pay R. W. Beck and Associates. Consulting Engineer. a total amount of
$ 33,370.00
Payment shall be made by the Client to the Consulting Engineer, upon submission of invoices, at the rate of
$ 10,000.00 per month during the first three (3) months that services are rendered by the Consulting
Engineer. The final payment of the remaining amount due shall be made within thirty (30) days after submission of the work to the
Client.
Part III-Standard Provisions (see following pages)
Part IV-Special Provisions (Attached Speci,1 Provisions III. F. and IlI.I. Dated December 5, 1986
Approved for CLIENT
By:
Title:
Approved for CONSULTING ENGINEER
By, 0/PIL~;iJ
Title: Principal Engineer
BY.~/~$-
Title: Partner
By: See Attached Signature Sheet
Title:
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PART III - STANDARD PROVISIONS
III.A.
Consulting Engineer's Organizations
R. W. Beck and Associates is a partnership
and R. W. Beck and Associates, Inc. is a corpora-
tion owned and controlled by the partnership. Both
entities are organized and operated und,er the laws
of the State of WaShington. It is expressly agreed
that the partnership may be changed by addition or
reduction in the number of the partners or redis-
tribution of the partnership interests and this
Agreement may be assigned to the partnership or to
the corporation. The Consulting Engineer may as-
sign the compensation from this Agreement to any
other entity.
III.B.
Professional Services
1. The Consulting Engineer shall be consul-
tant and advisor to the Client as an independent
contractor and shall not be an employee of the Cli-
ent. The Consulting Engineer shall not be an agent
or representative of the Client except that the
Consulting Engineer may act as the Client's agent
in providing construction management services to
the degree specifically authorized in Part IV -
Special Provisions of this Professional Services
Agreemen t.
2. The Consulting Engineer represents that
the services furnished under this Agreement will be
in accordance with generally accepted professional
practices. Any estimate of cost of equipment, con-
struction, ownership or operation furnished by the
Consulting Engineer shall be the Consulting Engi-
neer's opinion based upon its professional judgment
and experience. The Consulting Engineer makes no
other representation or warranty, express or im-
plied.
III.C.
Change in Scope and Delays
1. If the prOV1S10ns for payment in this
Agreement provide for a fixed fee or a maximum
payment for services, such fee or maximum is for
the Scope of Services described in the Agreement.
If the Scope of Services is modified so that more
or less work or time is required, and such
modification is accepted by the Client and the
Consulting Engineer, the fee or maximum and the
time shall be equitably adjl1sted.
2. In the event of delays in or failures of
performance of the Consulting Engineer caused by
circumstances beyond its control, the Consultinf!;
Engineer's fee or maximum and the time allowed
shall be equitably adjusted, and such delays or
failures shall not constitute a default or give
rise to any claim against the Consulting Engineer.
III.D.
Relating to Payment
1. The Consulting Engineer's "Salary Costs"
allow for basic salary and personnel benefits,
including: life, accident, disability and medical
insurance; sick leave, holiday and vacation pay;
social security, workers' compensation, unemploy-
ment c01llpensation and pension retirement contribu-
tions; and similar employment-related costs. Basic
salary per hour shall be twelve times current
monthly salary for employees or current monthly
drawinf!;s in lieu of salary for partners, exclusive
of overtime, bonus or other profit participation
payments, divided by 2,080.
2. The Consulting Engineer's "Out-of-Pocket
Expenses" are those expenditures made by the
Consulting Engineer, other than Salary Costs, costs
of reproduction and computer services and costs of
Special Consultants and Subcontractors, which are
directly chargeable to the project and which would
not otherwise have been incurred. Such expendi-
tures include, but are not limited to, transporta-
tion, lodging, subsistence, communications,
liability and other insurance premiums when
required by the Client in addition to the types and
amounts currently carried by the Consulting
Engineer, taxes other than those levied on the
profits or net income of the Consulting Engineer,
equipment rentals and repair, and special mailing,
forms, materials and supplies required during the
progress of the work. Reimbursement for out-of-
pocket expenses shall be an amount equal to the
cost thereof.
3. "Computer services" as used herein shall
mean the use of electronic computing and informa-
tion processing equipment, word processing equip-
ment, data communications equipment, computer
software, and related facilities and services of
personnel necessary to operate and maintain such
equipment and facilities. "Reproduction services"
as used herein shall mean the use of printing and
copying equipment, photographic equipment, and
similar facilities and services of personnel to
operate and maintain such equipment and facil-
ities. Charges for computer and reproduction
services shall be at the Consulting Engineer's
established rates therefor which are in effect at
the time of such usage.
4. In event of the inability or failure of
the Client to pay as agreed, interest commencing
sixty days after the date of invoice shall be paid
by the Client to the Consulting Engineer on the
last day of each month on all unpaid amounts due
the Consulting Engineer at the interest rate for
borrowed funds then currently available to the
Consulting Engineer at the Rainier National Bank of
Seattle.
III-l
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CLEARWATER GAS UTILITY SYSTEM STUDY
F.S.A. No. 5261-G(1-AX
Approvedfor CLIENT:
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Approved as to form i correctness:
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STATEMENT OF WORK
PROFESSIONAL SERVICES AGREEMENT FF-5261-GGI-AX
Part I - Clearwater Gas Utility System Study (the "Study")
General
In order to prosecute the Study, using historical data and ana-
lytical techniques, the Consulting Engineer will undertake two major
tasks as follow:
Task 1 - Evaluate the Clearwater Gas Utility System (the
"System") and compare it with similar systems.
Task 2 - Project the future outlook for the System for a ten-
year period (1987 through 1996) under differing
assumptions regarding future conditions and future
actions taken by the City.
The overall goal of Tasks 1 and 2 is to provide the information
necessary to allow the City to develop an initial plan for the
System. Task 1 develops information on where the System currently
stands, and Task 2 develops information on where the system could be
in the future under differing action plans or conditions. Prior to
undertaking the work involved in Tasks 1 and 2, the Consulting
Engineer will work with the City to develop a prioritized list of the
major future general goals that the City desires the System achieve.
These general goals will then serve as the basis for direct ing the
Studies and integrating the results of Tasks 1 and 2 into the
Consulting Engineer's findings, conclusions and recommendations.
Task 1 Scope of Services
Under Task 1 the Consulting Engineer will develop a series of
comparisons between the System and three similar municipal and/or
investor-owned Florida gas systems. Where apppropriate and useful,
certain of the comparisons may also involve national average data or
comparisons with several major gas systems in Florida.
An initial overall comparison of the City's Gas System with
other gas systems in Florida will be made by the Consulting Engineer
to choose, in conjunction with the City, the specific comparable
systems to be used in the detailed comparison. Once the comparative
systems have been determined, detailed analyses and comparisons will
be made to allow a comparative evaluation of JD8jor aspects of the
System including its earnings, rate levels and structures, financial
position, efficiency of operation, and staffing levels and functions.
It is currently expected that, subject to the availability of
suitable information on the gas systems involved, the following types
of comparisons would be made by the Consulting Engineer:
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(A) Net revenues (earnings) per customer and earnings to
investment ratios.
(B) Rate levels. rate structures and types and levels of ser-
vice charges such as installation, turn-on and bad check
charges.
(C) Service extension policies and pay-back criteria.
(D) Financial position indicators including debt/equity ratios,
and investments per customer and per unit of gas sales.
(E) Operating efficiency indicators including expense to reve-
nue ratios by major expense items (purchased gas cost, A&G
expense, customer accounting, maintenance cost, etc.),
total gas cost analysis by major expense item, and system
loss ratios.
(F) Personnel and administration indicators including man-hour
ratios by major functions, customer/employee ratios by
major functions and an overview comparison of the organiza-
tional structure.
For those items that indicate additional review should be under-
taken, several years of the System's data will be analyzed by the
Consulting Engineer to determine historical trends and possible
reasons for the current situation. In addition to comparisons with
other gas systems, a cursory review of the management and organiza-
tional aspects of the System will be made by the Consulting Engineer
to determine if there are any significant problems associated with:
(A) The organizational structure;
(B) the information available to management for evaluating the
System's performance and for decision-making purposes; and
(C) operating methods and procedures.
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Task 2 Scope of Services
Under Task 2 the Consulting Engineer shall perform the following
analysis over the study period:
(A) Proj ect the residential, commercial and industrial consumer
growth for firm and interruptible service in the System's
current and anticipated service area and the resultant total
potential gas market.
(B) Project the cost of alternative energy sources which include
No.6 oil, No.2 oil, propane and electricity.
(C) Project the cost of natural gas on the System.
To project the total potential gas market, an analysis of
available county, state and federal population and business proj ec-
tions will be used to determine the total number of potential new
customers by major energy application (i.e., residential, laundry,
asphalt production, etc.) in the vicinity of the System. Typical
energy usage by major application type will then be used to develop
the total potential new gas load. The potential for long-term oppor-
tunities in new natural gas applications such as gas air conditioning
and gas cogeneration systems will also be discussed.
In addition to evaluating the potential gas market, con-
sideration will also be given to the expected general location of the
new loads in comparison with the location of existing major gas lines
to form the basis of estimating the cost of providing service to
potential new customers.
Based upon the 1986 Annual Planning Hearing projected fuel costs
provided to the Florida Public Service Commission and cost trend pro-
j ections for Florida Power Corporation previously developed by the
Consulting, the Consulting Engineer will develop the projected costs
of energy alternatives to natural gas in Florida, to allow com-
parisons of these energy costs with the projected cost of gas for the
System.
The City's existing aarketing and incentive programs for natural
gas will be reviewed and compared with other systems that the
Consulting Engineer has previously reviewed. Estimates of the
programs' future contributions to System growth will be included in
the evaluation.
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Based upon the proj ected total potential gas market, the pro....
jected cost of alternative energy resources, the assumed effects of
marketing and incentive programs, the assumed effects of steps taken
by the City to achieve the future desired System goals, and other
factors, a series of projected operating results for the System will
be developed. These operating results will include projections of
operating and maintenance costs, purchased gas costs, capital invest-
ments, the number of customers by major customer classes, and gas
sales and the average cost of gas sold by the System.
Four projected operating result cases will be developed by the
Consulting Engineer including a Base Case, which case would be predi-
cated upon the most likely assumed future conditions and occurrences,
and up to three sensitivity cases to be agreed upon between the City
staff and the Consulting Engineer. Based on the projected operating
results, and the principal considerations and assumptions used
therein, the Consulting Engineer will address (i) the extent to which
the future economic and financial goals of the System can be met;
(ii) the relative importance of the different actions that can be
taken by the City; and (iii) the effect on the City's abUi ty to
meet the System goals if future conditions are different than those
currently expected.
Reports and Presentations
Upon completion of the two major tasks described above, the
Consulting Engineer will develop and report its findings, conclusions
and recommendations regarding the continued operations of the System.
The findings shall summarize the strong points and weak points of the
System as it currently stands and as it is projected to be in the
future. The report shall include discussions of (i) any proposed
alternative solutions to System problems in the areas discussed above
prioritized by the need for or economic benefit of the suggested
change; (ii) the various steps that could be taken by the City toward
achieving the overall future System goals; and (iii) any other poten-
tially beneficial changes I.Dlcovered during the study. In addition,
the Consulting Engineer will address in general the potential bene-
fits and detriments associated with the sale of the System.
Developing a final report and presenting the results of the Study
will include the following:
(A) Preparation of a draft report with submittal of five copies to
the City staff for review and comments.
(B) Finalization of the report by incorporating any comments or
recommendations.
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(C) A workshop session with the City Manager, the City Commission
and other City staff to present the study, the findings, conclu-
sions and the recommendations.
Thirty copies of the bound final report will be provided to the
City. If requested. a brief summary of the results will be presented
at a City Commission meeting.
Schedule
It is currently anticipated that the proposed Study will be
completed within approximately four (4) months after the date on which the
Consulting Engineer is authorized to proceed. The actual schedule. however.
wil1 depend upon the timely receipt of required data and information.
Part II - Additional Services
The services to be provided by the Consulting Engineer do not
include the following:
(A) An appraisal or valuation of the System.
(B) An evaluation of the potential for or effects of major customer
"bypass."
(C) Performing any of the data collection or other tasks to be per-
formed by the City staff as set forth in Part III hereof.
(D) Any other analyses, investigations or other professional services
not specified in Part I.
Additional services requested and authorized by the City, if any.
shal1 be compensated for through by either an authorized increase in the
fixed fee set forth herein or through the authorization and execution by the
City of a new Professional Services Agreement for such Additional Services.
Part III - Services to be Provided by the City
The City will provide to the Consulting Engineer when required:
(A) Information pertaining to the City's Gas Utility System including
but not limited to all reports, official statements and bond reso-
lutions, maps, books of records and accounts, operating records.
data, audit reports, budget reports, reports prepared by others.
contracts or agreements, policy statements and other data about
the City's Utility System deemed by the Consulting Engineer to be
necessary to perform tbe work contemplated herein.
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(B) When and if required and as authorized by the City, services of
City's auditors, consultants and financial advisors "for con-
sultation regarding the City's Gas Utility System.
(C) When and if required and as authorized by the City, those legal
services required to be performed in connection with the work.
(D) City staff time to coordinate and work with the Consulting
Engineer to determine the basic assumptions to be used in devel-
oping costs.
(E) City staff time to compile and summarize data determined to be
necessary by the City and the Consulting Engineer to perform the
work contemplated herein.
(F) Data pertaining to other Florida gas utility systems, which gas
utility systems shall be jointly selected by the City and the
Consulting Engineer, to be used in the comparisons. The data to
be obtained by the City shall include but not be limited to (i)
system data (e.g. customers, employees, purchases, sales, line
miles and organizational structures); (ii) detailed financial data
by FERC account number (e.g. assets, plant account balances,
liabilities, revenues, expenses); (iii) rates and charges and (iv)
customer growth, payback criteria, and line extension policies.
(G) Gas Utility System maps setting forth existing customers and
planned growth areas recognizing projected land use information to
be obtained from local governmental planning departments.
(H) Information and data pertaining to Florida Gas Transmission
Company's long-term (10 years) projected cost of resale firm and
interruptible gas and any anticipated changes in rate design.
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R. W. Beck and Associates
PART IV - SPECIAL PROVISIONS
City of Clearwater, Florida
Gas Utility System Study
FF-5261-GGI-AX
December 5, 1986
Page 1 of 1
III.F. Liability
1. Delete existing Paragraph III.F.6.
2. Add a new Paragraph III.F.6 as follows:
"6. Nothing herein shall be deemed a waiver by the Client as to
any defense or limitation available to the Client pursuant
to the sovereign immunity waiver law, Section 768.28,
Florida Statutes."
111.1. Disposition of Documents
Add a new Paragraph 111.1.3 to Section 111.1 as follows:
"3. Notwithstanding the foregoing, the Consulting Engineer
understands that the Client is a municipality of the State
of Florida and that all documents as described above which
are delivered to the Client shall be deemed public records
which will be available for inspection by the public pur-
suant to Chapter 119, Florida Statutes. Accordingly, the
Client shall not be liable to the Consulting Engineer for
any loss, damage, liability or expense arising out of the
public inspection of any such records, directly or
indirectly. "
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PART III - STANDARD PROVISIONS
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Insurance
The Consulting Engineer shall maintain in
effect, to the extent that sucb insurance is avail-
able at reasonable cost, employer's liability, pro-
fessional liability, comprehensive general liabil-
ity (bodily injury and property damage) and compre-
hensive automobile liability (bodily injury and
property damage) insurance with respect to employ-
ees and vehicles of the Consulting Engineer
assigned to the prosecution of work under this
Agreement, with each policy having maximum limits
of not less than $5,000,000, and statutory workers'
compensation protection. Upon written request, the
Consulting Engineer will supply to the Client a
description of each sucb insurance policy currently
in effect, specifying the amount thereof. The Con-
sulting Engineer will obtain and thereafter main-
tain in effect, if reasonably available, such addi-
tional insurance as may be requested by the Client,
the cost of which shall be reimbursed by the Client.
lILF.
Liability
In partial but specific consideration of
the execution of this Agreement, the Client and
Consulting Engineer agree as follows:
1. The Consulting Engineer shall indemnify
and bold harmless the Client and its governing
board, officers and employees from all claims,
expenses and liability, following operation of
applicable rights of contribution, arising out of
negligent acts, errors or omissions of the
Consulting Engineer and its employees, including
claims made by employees of the Consulting
Engineer; provided, however, such indemnification
and hold harmless sball not exceed (a) the proceeds
of any applicable insurance required to be
maintained by tbe Consulting Engineer under tbe
provisions of this Agreement or (b) $250,000,
whichever is greater.
2. The Client shall indemnify and hold harm-
less tbe Consulting Engineer, its partners, offi-
cers, employees and subcontractors from all claims,
expenses and liability, following operation of
applicable rights of contribution, arising out of
negligent acts, errors or omissions of the Client
and its employees, including claims made by
employees of the Client and claims related to
construction, use, occupancy" ownership, operation,
maintenance or control of facilities related to
services to be performed under this Agreement.
3. The Client sball limit any and all claims
of the Client against tbe Consulting Engineer, its
partners, officers, employees or subcontractors
arising out of the performance of th is Agreement,
to an amount not to exceed (a> the proceeds of any
applicable insurance required to be maintained by
the Consulting Engineer under the provisions of
'tiii3 Agreement or (b) $250,000, whichever is
greater.
4. For amounts in excess of any proceeds of
the insurance required to be maintained by the Con-
sulting Engineer under the provisions of this
Agreement, the Client shall indemnify the Consult-
ing Engineer, its partners, officers, employees and
subcontractors against all expense or liability of
any kind arising out of any claim for 10s8 of life,
bodily or personal injury, property damage or other
loss from any cause related to the furnishing of
the services covered by th is Agreemen t; provided,
however, this indemnity shall not apply to the sole
negligence of the Consulting Engineer.
5. The Client and the Consulting Engineer
shall not be liable to each other in any event for
interest (except as otherwise provided); loss of
anticipated revenues, earnings or profits; in-
creased expense of operations; loss by reason of
shutdown or non-operation due to late completion or
otherwise; and consequential damages.
6. In any and all claims involving an
employee of the Consulting Engineer or the Client,
the indemnification obligation under this paragraph
entitled "Liability" shall not be limited in a[lY
way by any limitation on the amount or type of
damages, compensation or benefits payable under
workers' or workmen's compensation acts, disability
benefit acts or other employee benefit acts.
lILG.
Suspension or Termination of Services
The Client or the Consulting Engineer may
suspend or terminate any or all services covered in
this Agreement at any time upon written notice in
which event the Client shall pay the Consulting
Engineer upon submission of invoices for all
services rendered and expenses incurred to the
effective date of such suspension or termination.
llLH.
Construction Contractor's
Performance and Safety
The Consulting Engineer shall not be
responsible: for safety on the Client's premises
or project site, except for the safety of personnel
of the Consulting Engineer, its Special Consultants
and Subcontractors; for providing or assuring a
safe place for the performance of the construction
contractor's work; for safety precautions, programs
or equipment; for construction means, methods,
techniques, sequences or procedures; or for the
construction contractor's failure to perform the
work in accordance with the Contract Documents.
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PART III - STANDARD PROVISIONS
IILL
Disposition of Documents
1. Upon completion of the services providl!.d
under this Agreement, the Consulting Engineer shall
deliver to the Client one copy of all Reports,
Specifications and Contract Documents and one
transparency of each of the Drawings. The orig-
inals of all Reports, Specifications, Drawings and
Contract Documents shall be retained by the Con-
sulting Engineer and upon ,request by the Client,
the Consulting Engineer will furnish copies to the
Client at actual cost of duplication and mailing.
If such Reports, Specifications, Drawings or Con-
tract Documents or reproductions thereof, or any
other items relating to the services of the Con-
sulting Engineer are changed in any way or used by
the Client for any other project or purposes, the
Client shall inde1lD1ify, defend and hold harmless
the Consulting Engineer from all loss, damage, lia-
bility or expense arising out of such change or use.
2. Except as specifically provided to the
contrary in th is Agreement, all computer programs,
computer code and documents related thereto
("computer software") deve loped by or used by the
Consulting Engineer in conjunction with the Con..,
sulting Engineer's work hereunder shall remain the
sole and exclusive property of the Consulting Engi-
neer, and the Client shall have no right or title
to or' interest in such computer software. In the
event the Consulting Engineer releases any such
computer software to the Client, the Client shall
protect the confidentiality of such computer soft-
ware and shall not release or divulge such computer
software to any other person or organization or let
any other persons or organization use such computer
software. In the event Client uses any such com-
puter software or allows such computer software to
be used by others, the Client shall inde1lD1ify and
hold harmless the Consulting Engineer from all
loss, damage, liability or ,_expense arising out of
such use.
III.J.
Equal Opportunity
The Consulting Engineer will not knowingly
discriminate against any employee or applicant for
employment becsuse of age, race, color, religion,
sex, national origin, marital or veteran status or
physical handicap. The Consulting Engineer will
take affirmative action to the end that applicants
are employed, and that employees are treated during
employment, without such discrimination.
IILK.
Severability and Headings
l.
but not
clause,
If any part of this Agreement, including,
limited to. any prov1.s1.on, paragraph,
phrase or words, is found to be in conflict
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~applicable laws, such part shall be in opera-
//tive, null and void insofar as it is in conflict
with said laws, but the remainder shall be given
full force and effect.
2. The descriptive headings used in this
Agreement have been inserted for convenience of
reference only and shall in no way modify or
restrict any of the terms and provisions of this
Agreemen t .
III.L.
Notice
All notices relating to this Agreement
shall be in written form delivered in person or by
Express Mail, Registered or Certified United States
Mail, postage prepsid, to the Consulting Engineer
or to the Client to the attention of its chief
executive officer at the last business address of
the principal office of the addressee known to the
sender.
- END OF PART III -
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