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HomeMy WebLinkAbout1997-01-21 City Council" City of Palo Alto City Manager’s Report TO: FROM: AGENDA DATE: HONORABLE CITY COUNCIL CITY MANAGER DEPARTMENT: January 21, 1996 UTILITIES CMR:102:97 4 SUBJECT:Approval of Consultant Contracts for Specialized Services to Prepare for Electric Industry Restructuring REOUEST This is a request for Council to approve contracts with Barakat & Chamberlin, Inc., Pacific Consulting Services, Resource Management International, Inc. (RMI) and EES Consulting, Inc. (EES) for a combined, maximum annual total of $300,000 for specialized consulting services with a major focus to continue preparing for electric industry restructuring. These contracts were not included in the list of contracts sent to Council at the beginning of the year to request Committee participation in determining the scope of services. Staff misinterpreted the requirements for consulting services to be reviewed by Council. Staffhas reviewed the appropriate policies and procedures and has a better understanding of the review requirements for future consulting contracts. ~. While the contracts have large dollar amounts, the proposed scope of work is non-controversial, and the consultants will be completing a broad range of work for the Utilities Department. Given the very short time frame for Palo Alto to prepare for electric industry restructuring, staff requests that Council approve these contracts without referral to Committee for further review. RECOMMENDATIONS 1. Approve and authorize the Mayor to execute the attached consultant contracts with: -Barakat & Chamberlin, Inc. -Pacific Consulting Services -Resource Management International, Inc. (KMI) -EES Consulting Inc. for a combined, maximum total of $300,000 for specialized consulting services for a term of one year. CMR:102:97 Page 1 of 4 Authorize the City Manager or her designee, upon review and approval of the appropriate committees, to negotiate and execute annual change orders to extend the contracts for up to two additional years. The sum of work performed will not exceed $300,000 in FY 97/98 and $300,000 in FY 98/99. POLICY IMPLICATIONS The award of these contracts is consistent with existing policies. EXECUTIVE SUMMARY Consultant Service Description: The Utilities Department, Resource Management Division, has identified the need for consulting services to augment staff resources and provide specialized knowledge, analysis and objective appraisal of program activities and direction. A major focus of these services, as emphasized in the organizational review recommendation, will be to prepare for electric utility industry restructuring; These services include: -Develop plans and procedures to prepare the electric utility for competition. -Assess markets and competitors. -Segment and analyze customer needs. -Develop products and services to meet customer needs. ’ -Develop short term load forecasts. -Analyze supply market, regulatory and legislative issues. These consultants have been selected to provide specialized consultation, guidance, and analysis on an as-needed basis. The four firms were selected to provide sufficient overlap of skills required to ¯ meet the utilities consulting needs during the next three years of electric industry restructuring. Selection Process On August 30, 1996, a request for proposals was sent to 38 consulting firms which were known to offer relevant services. Firms were given 30 days to respond to the request. The scope of work was divided into three major sections. The RFP allowed consultants to respond to any or all sections of the scope of work. The RFP stated that more than one consulting firm would be retained to perform tasks outlined in the scope of work. The sections and sub-sections from the Scope of Work were: Electric utility 1. Technical consulting 2. Legislative & regulatory services B. Natural gas industry 1. Technical consulting CMR:102:97 Page 2 of 4 2. Legislative and regulatory services C.Market assessment services 1. Forecasting 2. Customer surveying 3. Market analysis 4. Demand-side management program activities 5. Data management activities On September 11, 1996, a pre-bid conference was held and it was attended by 20 of the firms. Proposals were due at 3:00 P.M. on October 1, 1996. A total of 18 fLrms submitted proposals responding to all or parts of the scope of work. Two selection committees reviewed proposals related to specific sections in the scope of work. A committee consisting of the Manager of Supply Resources and two members of the Supply Resources Group reviewed each proposal for responses to Section A and Section B work. Another committee consisting of the Manager of Competitive Assessment and two members of the Competitive Assessment Group reviewed each proposal with respect to responses to Section C work. The committees carefully reviewed each firm’s qualifications and submittals. Ten firms were invited to participate in or~ interviews. The final four firms were selected because they ranked the highest, based on the evaluation factors contained in the request for proposals. These factors were~ experience related to the services offered, ability to perform the services in a timely manner, analysis tools, relevant education and cerlifieation, references, rates, and other related information. The following section provides a brief summary of the expertise of each of the selected firms: Barakat & Chamberlin: This firm has demonstrated capabilities and experience in all areas of resource management and market analysis, with particularly superior capabilities in market analysis, Demand Side Management (DSM), and strategic business and marketing planning. Barakat & Chamberlin just recently assisted the management of the Sacramento Municipal Utility District and Seattle City Light in the development of their plans for electric industry restructuring. Also, the firm has developed extensive databases on participants in the electric supply market. The anticipated services from this firm include market research on customers, competitors, utility industry changes and trends, market segmentation, development of new utility products and services, strategic business and marketing planning, and benehrna_rking. Pacific Consulting Services: This is a Bay Area firm with demonstrated capabilities in customer surveying and Demand Side Management (DSM). They were selected because of their technical excellence in customer surveying and statistical analysis and will be particularly helpful with customer questionnaire design, sample selection, survey implementation and statistical analysis of the results. CMR:102:97 Page 3 of 4 Resource Management International, lnc. - RMI has excellent knowledge of Westem Area Power Administration, Transmission Agency of Northem California (TANC), and Palo Alto electric and gas issues dueto its previous involvement with CPA in these areas. EES Consulting lnc. - EES showed very good overall capability and experience. They have very strong knowledge of the Pacific Northwest, and their experience with Bonneville Power Administration (BPA) will be very useful. They have a good understanding of the Califomia electric restructuring process and are familiar with Palo Alto Utilities. EES is expected to provide Palo Alto an independent perspective on the complex issues relating to electric restrueauing. Their rates are the lowest of the firms interviewed by the Supply Resources Group. FISCAL IMPACT Funds for this project are included in the FY1996/97 budget. The total budget for work to be performed under these contracts is $300,000 for FY 96/97. Renewal of these contracts will be subject to appropriation of funds during the FY 97/98 and FY 98/99 budget process. The contracts may be terminated with ten days’ notice with or without cause. ENVIRONMENTAL ASSESSMENT These services do not constitute a project for the purposes of the California Environmental Quality Act. ATTACHMENTS Attachment 1: Agreements PREPARED BY:Doug Boeeignone, Manager, Supply Resources W. Blake Heitzman, Manager, Competitive Assessment Resource Management Division (~~EDWA~ CITY MANAGER APPROVAL: ~]ir~~,~ CMR:102:97 Page 4 of 4 CONTRACT NO. BETWEEN THE CITY OF PALO ALTO AND BARAKAT & CHAMBERLIN, INC. FOR CONSULTING SERVICES This Contract No.is entered into , by and between the CITY OF PALO ALTO, a chartere~ city and a municipal corporation of the State of California ("CITY"), and BARAKAT & CHAMBERLIN, INC., a California corporation, located at 1800 Harrison Street, 18th Floor, Oakland, California 94612 ("CONTRACTOR"). RECITALS: WHEREAS, CITY desires certain ’consulting services ("Services"), as more fully described in Exhibit "A"; and WHEREAS, CITY desires to engage CONTRACTOR, including its employees, if any, in providing the Services by reason of its qualifications and experience in performing such Services, and CONTRACTOR has offered to provide the Services on the terms and in the manner set forth herein; NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Contract, the parties agree: SECTION I. TERM i.I This Contract will commence on the date of its execution by CITY. CONTRACTOR will commence work on tasks as directed by the CITY’s project manager, In the event that the Services are not completed within the specified time schedule on account of CONTRACTOR’s default, CITY’s city manager will have the option of extending the time schedule for any period of time. This provision will not preclude the recovery of damages for delay caused by CONTRACTOR. SECTION 2. CONTRACTOR QUALIFICATIONS,STATUS,AND DUTIES OF 2.1 CONTRACTOR represents and warrants that it has the expertise and professional qualifications to furnish or cause to be furnished the Services. CONTRACTOR further represents and warrants that the project director and every individual charged with the performance of the Services under this Contract are duly licensed or certified by the State of California, to the extent such licensing or certification is required by law to perform the Services. 2.2 In reliance on the representation and warranty set forth in Section 2.1, CITY hires CONTRACTOR to perform, and CONTRACTOR covenants and agrees that it will furnish or cause tobe furnished, the Services. 961216 syn 0071092 1 2.3 CONTRACTOR will assign MICHAEL PRETT0 as the project director to have supervisory responsibility for the performance, progress, and execution of the Services. If circumstances or conditions subsequent to the execution of this Contract cause the substitution of the project director for any reason, -the appointment of a substitute project director will be subject to the prior written approval of the project manager. 2.4 CONTRACTOR represents and warrants that it will: 2.4.1 Procure all permits and licenses, pay all charges and fees, and give all notices which may be necessary and incident to the due and lawful prosecution of the Services; 2.4.2 Keep itself fully informed of all existing and future Federal, State of California, and local laws, ordinances, regulations, orders, and decrees which may affect those engaged or employed under this Contract, .any materials used in CONTRACTOR’s performance under this Contract, or .the performance of the Services; 2.4.3 At all times observe and comply with, and cause its employees and contractors (and consultants), if any, who are assigned to the performance of this Contract to observe and comply with, the laws, ordinances, regulations, orders and decrees mentioned above; and 2.4.4 Will report immediately to the project manager, in writing, any discrepancy or inconsistency it discovers in the laws, ordinances, regulations, orders, and decrees mentioned above in relation to any plans, drawings, specifications or provisions of this Contract. 2.5 Any reports, information, data or other material given to, or prepared or assembled by, CONTRACTOR or its contractors, if any, under this Contract will become the property of CITY and will not be made available to any individual or organization by CONTRACTOR or its contractors, if any, without the prior written approval of the city manager. 2.6 CONTRACTOR will provide CITY with seven (7), copies of the final report, if any, which may be required under this Contract, upon completion and acceptance of each report by CITY. 2.7 If CITY requests additional copies of reports, drawings, specifications or any other material which CONTRACTOR is required to furnish in limited quantities in the performance of the. Services, CONTRACTOR will provide such additional copies and CITY will compensate CONTRACTOR for its duplication costs. 2.8 CONTRACTOR will be responsible for employing or engaging all persons necessary to perform the Services. All contractors of CONTRACTOR will be deemed to be directly controlled and supervised~by CONTRACTOR, which will be responsible for their performance. If any employee or contractor of CONTRACTOR fails or 961216 syn 0071092 2 refuses to carry out the provisions of this Contract or appears to be incompetent or to act in a disorderly or improper manner, the employee or contractor will be discharged immediately from further performance under this Contract on demand of the project manager. SECTION 3. DUTIES OF CITY 3.1 CITY will furnish or cause to be furnished the specified services set forth in Exhibit "A" and such other information regarding its requirements as may be reasonably requested by CONTRACTOR. 3.2 The city manager will represent CITY for all purposes under this Contract. BLAKE HEITZMAN, Manager, Competitive Assessment, is designated as the project manager for the ~city manager. The project manager will supervise the performance, progress, and execution of the Services, and will be assisted by DOUG BOCCIGNONE, Manager, Supply Resources. 3.3 If CITY observes or otherwise becomes aware of any default in the performance of CONTRACTOR, CITY will use reasonable efforts to give written notice thereof to CONTRACTOR in a timely manner. SECTION 4.- COMPENSATION 4.1 In consideration of the full performance of the Services by CONTRACTOR, CITY will pay CONTRACTOR within thirty (30) days of submission by CONTRACTOR of its itemized billings, in triplicate, in accordance with the following fee schedule set forth in Exhibit "B". SECTION 5.AUDITS 5.1 CONTRACTOR will permit CITY to audit, at any reasonable time during the term of this Contract and for three (3) years thereafter, CONTRACTOR’s records pertaining to matters covered by this Contract. CONTRACTOR further agrees~to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Contract. SECTION 6. INDEMNITY 6.1 CONTRACTOR agrees to protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents from any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, caused by or arising out of CONTRACTOR’s, its officers’, agents’, subcontractors’ or employ.ees’ negligent acts, errors, or omissions, or willful misconduct, or conduct ~for which applicable law may impose strict liability on CONTRACTOR in the performance of or failure to perform its obligations under this Contract. 3 961216 syn 0071092 ~. SECTION 7. WAIVERS 7.1 .The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Contract, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder will not be deemed to be a waiver of any preceding breach or violation by the other party of any term, covenant, condition or provision of this Contract or of any applicable law or ordinance. 7.2 No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Contract. SECTION 8. INSURANCE 8.1 CONTRACTOR, at its sole cost and expense, will obtain and maintain, in full force and effect during the term of this Contract, the insurance coverage described in Exhibit "C", insuring not only CONTRACTOR and its contractors, if any, but also, with the exception of workers’ compensation, employer’s liability, and professional liability insurance, naming CITY as an additional insured concerning CONTRACTOR’s performance under this Contract. 8.2 All insurance coverage required hereunder will be provided through carriers with Best’s Key Rating Guide ratings of A:X or higher which are admitted to transact insurance business in the State of California. Any and all contractors of CONTRACTOR retained to perform Services under this Contract will obtain and maintain, in full force and effect during the term of this Contract, identical insurance coverage, naming CITY as an additional insured under such policies as required above~ 8.3 Certificates of such insurance, preferably on the forms provided by CITY, will be filed with CITY concurrently with the execution of this Contract. The certificates will be subject to the approval of CITY’s risk manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled or altered by the insurer except after filing with CITY’s city clerk thirty (30) days’ prior written notice of such cancellation or alteration, and that the City of Palo Alto is named as an additional insured except in policies of workers’ compensation, employer’s liability, and professional liability insurance. Current certificates of such insurance will be kept on file at all times during the term of this Contract with the city clerk. 8.4 The procuring of such required policy or policies of insurance will not be construed to limit CONTRACTOR’sliability hereunder nor to fulfill the indemnification provisions of this Contract. Notwithstanding the policy or policies of insurance, 961216 syn 0071092 4 CONTRACTOR will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Contract, including such damage, injury, or loss arising after the Contract is terminated or the term has expired. SECTION 9.WORKERS’ COMPENSATION 9.1 CONTRACTOR, by executing this Contract, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing the performance of the Services. SECTION 10. SERVICES TERMINATION OR SUSPENSION OF CONTRACT i0.I The city manager may suspend the performance of the Services, in whole or in part,.or terminate this Contract, with or without cause, by giving ten (I0) days’ prior written notice thereof to CONTRACTOR. Upon receipt of such notice, CONTRACTOR will immediately discontinue its performance of the Services. 10.2 CONTRACTOR may terminate this Contract or suspend its performance of the Services by giving thirty (30) days’ prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY or in the event CITY indefinitely withholds or withdraws its request for the initiation or continuation of the Services to be performed. I0.~ Upon such suspension or termination by CITY, CONTRACTOR will be paid for the Services actually rendered to CITY on or before the effective date of suspension or termination; provided, however, if this Contract is suspended or terminated on account of a default by CONTRACTOR, CITY will be obligated to compensate CONTRACTOR only for that portion of the Services which are of direct and immediate benefit to CITY, as such determination may be made by the city manager acting in the reasonable exercise of her discretion. 10.4 Upon such suspension or termination, CONTRACTOR will deliver to the city manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONTRACTOR or its contractors, if any, or given to CONTRACTOR or its contractors, if any, in connection with this Contract. Such materials will become the property of CITY. 10.5 The failure of CITY to agree with CONTRACTOR’s independent findings, conclusions, or recommendations, if the same are called for under this Contract, on the basis of differences in matters of judgment, will not be construed as a failure on the part of CONTRACTOR to fulfill its obligations under this Contract. 961216 ~Jn 0071092 SECTION11.ASSIGNMENT Ii.i This Contract is for the personal services of CONTRACTOR, therefore, CONTRACTOR will not assign, transfer, convey, or otherwise dispose of this Contract or any right, title or interest in or to the same or any part thereof without the prior written consent ~of CITY. A consent to one assignment will not be deemed to be a consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void and, at the option of the city manager, this Contract may be terminated. This Contract will not be assignable by operation of law. SECTION 12.NOTICES 12.1 All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY:Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 Copy to:Department of Utilities City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 Attn: Project Manager To CONTRACTOR: Attention of the project director at the address of CONTRACTOR recited above SECTION 13.CONFLICT OF INTEREST 13.1 In accepting this Contract, CONTRACTOR covenants that it presently has no interest, and will not acquire any interest, director indirect, financial or otherwise, which would conflict in any’ manner or degree with the performance of the Services. 13.2 CONTRACTOR further covenants that, in the performance of this Contract, it will not employ any contractor or person having such an interest. CONTRACTOR certifies that no person who has or will have .any financial interes~ under this Contract is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Pal0 Alto Municipal Code and the Government Code of the State of California. SECTION 14 NONDISCRIMINATION 14.1 As set forth in the Palo Alto Municipal Code, no discrimination will be made in the employment of any person under this Contract because of the age, race, color, national origin, ancestry, religion, disability, sexual preference or gender of that 961216 syn 0071092 6 person. If the value of this Contract is, or m~y be, five thousand dollars ($5,000) or more, CONTRACTOR agrees to meet all requirements of the Palo Alto Municipal Code pertaining to nondiscrimination in employment, including completing the requisite form furnished by CITY and set forth in Exhibit "D". 14.2 CONTRACTOR agrees that each contract for services with an independent provider will contain a provision substantially as follows: "[Name of Provider] will provide CONTRACTOR with a certificate stating that [Name of Provide~] is currently in compliance with all Federal and State of California laws covering nondiscrimination in employment; that¯ [Name of Provider].will pursue an affirmative course of action as required by the Affirmative Action Guidelines of the City of Palo Alto; and that [Name of Provider] will not discriminate in the employment of any person under this contract because of the age, race, color, national origin, ancestry, religion, disability, sexual preference or gender of such person." 14.3 If CONTRACTOR is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of Federal law or executive order in the performance of this Contract, it will be in default of this Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct the sum of twenty-five dollars" ($25) for each person for each calendar day during which such person was subjected to acts of discrimination, as damages for breach of contract, or both. Only a finding of the State of California Fair Employment Practices Commission or~ the equivalent federal agency or officer will constitute evidence of a breach of this Contract. 14.4 If CONTRACTOR is in default of the nondiscrimination provisions of this Contract or the Affirmative Action Guidelines pertaining to this Contract, CONTRACTOR will be found in material breach of this Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct from the amount payable, to CONTRACTOR the sum of two hundred fifty dollars ($250) for each calendar day during which CONTRACTOR is not in compliance with this provision as damages for breach of contract, or both. SECTION 15. MISCELLANEOUS PROVISIONS 15.1 CONTRACTOR represents and warrants that it has knowledge of the requirements of the Americans with Disabilities Act of 1990, and the Government Code and the Health and Safety Code of the State of California, relating to access to public buildings and accommodations for disabled persons, and relating to facilities¯ 961216 syn 0071092 for disabled persons. CONTRACTOR will comply with or ensure by its advice that compliance with such provisions will be effected in the performance of this Contract. 15.2 This Contract will be governed by the laws of the State of California, excluding its conflicts of law. 15.3 In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California or in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 15.4 The prevailing party in any action brought to enforce the provisions of this Contract may recover its reasonable costs and attorneys’ fees expended in connection with that action. 15.5 This document represents the entire and integrated agreement between the parties and supersedes all prior negotia- tions, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 15.6 All provisions of this Contract, whether covenants or conditions, will be deemed to be both covenants and conditions. 15.7 The covenants, terms, conditions and provisions of this Contract will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and contractors, as the case may be, of the parties. 15.8 If a court of competent jurisdiction finds or rules that any provision of this Contract or any amendment thereto is void or unenforceable, the unaffected provisions of this Contract and any. amendments thereto will remain in full force and effect° 15.9 All exhibits referred to in this Contract and any addenda, appendices, attachments, and schedules which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Contract and will be deemed to be a part of this Contract. 15o10 This Contract may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one and the same instrument° 15.11 This Contract is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Contract will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Contract are no longer available. This Section 15.11 shall take precedence in the event of a conflict with any other covenant, term, condition, or 961216 sy~ 0071092 8 provision of this Contract. IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Contract on the date first above written. ATTEST:CITY OF PALO ALTO City Clerk APPROVED AS TO FORM: Senior Asst. City Attorney Assistant City Manager Director of Utilities Mayor BARAKAT & CHAMBERLIN, INC. Taxpayer’s I.D. No. 94-2964717 Deputy City Manager, Administrative Services Risk Manager Attachments: EXHIBIT "A" : EXHIBIT "B" : EXHIBIT "C" : EXHIBIT "D" : SCOPE OF SERVICES AND TIME SCHEDULE FEE SCHEDULE INSURANCE .NONDISCRIMINATION COMPLIANCE FORM 9 961216 syn 0071092 CERTIFICATE OF ACKNOWLEDGEMENT (Civil Code S i189) )) ss. ) a Notary Public in and for said County and State, ~ersonally appeared D~II ~,’~A , personally known to me or proved to me on the_~asis of satisfactory evidence to be the personj~ whose name~O i~/a~ subscribed to the within instrument ~acknowledged to me that O/s~<e/t~y executed the same in h~/t~ir authorized capacity(i~), and that by~/~/th~Zr s~gnature~0 on the instrument.the person/~, or the entity upon behalf of which the person(~ acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary ~ublic 961216 syn 0071092 10 Exhibit "A":Scope of Services and Time Schedule The Scope of Services for this contract is provided below. The consultant will be asked to perform services in one or more of the following areas. A. ~tilitv - Technical Consulting. Legislative and R.~gulatory Services Within the Electric Utility, there are three main focus areas: -Western Area Power Administration (WAPA) -Electric industry restructuring and related issues -Miscellaneous consulting services A1.WAP/~ - Monitoring, analyzing, and reporting on key Western Area Power Administration (WAPA) activities that may.affect the CITY’S electric utility. These services include but are not limited to: Identify and analyze WAPA issues and activities that may impact the rates that the CITY pays for power or impact the amount of power the CITY receives from WAPA. Analyze Federal and State legislative activities that may impact CITY of PALO ALTO: RFP (2/96)SECTION 00001-7 PART II - SCOPE of WORK or SERVICES City of Palo Alto availability or cost of the WAPA resource. Provide assistance in developing appropriate response strategies to relevant WAPA issues. Monitor key environmental proceedings such as the Bay/Delta proceedings, State Water Resource Control Board, water quality proceedings and others. A2.J~lectric Industry Restructuring and Related Issues_ Assist the CITY to respond to the challenges related to electric industry restructuring, including, but not limited to: Identification of possible market opportunities and threats; Response to the challenges that the CITY may face from increased competition; Analysis relating to stranded costs and customer contracts *Assistance with monitoring and/or influencing any of the Western Power Exchange (WEPEX) activities; Financial and technical analysis related to the Independent System Operator (ISO) and Power Exchange (PX); *Assistance with transmission and other FERC related issues. ~Assistance with State Legislative monitoring and intervention. Assistance with interventions at selected proceedings, including technical assistance, draft tes’timony, and/or analysis of related litigation. A3.""’ II I"" *Assistance in Planning and .Economic Analysisof transmission services and supply resources CITY of PALO ALTO: RFP (2/96)SECTION O0001-8 PART II - SCOPE of WORK or SERVICES City of Palo Alto Assistance in analyzing and developing energy price risk management tools, products and services and in developing new energy, pricing strategies. Monitor, analyze, and report on key USBR, State of California, CALFED, and San Francisco Bay, Sacramento and San Joaquin Delta Oversight Committee Activities that may affect the CITY’S electric utility. Management Consulting Contract Negotiations Interconnection Agreement evaluation and negotiation Identification and analysis of partnering opportunities B. Natural Gas Industry -Tech’nical Consulting, Legislative and Re~ Consultant shall provide natural gas consulting services and legislative and regulatory support to the City. The services and support are in the following task categories: B1.Work with the City to establish regulatory goals, objectives, and priorities. B2.Monitor, analyze and testify in CPUC and FERC proceedings to represent the City’s interests. B3.Maintain routine and sufficient access to key policy makers and staff at the CPUC to facilitate, upon City authorization, effective and efficient representation of the City’s viewpoints and concerns on gas regulatory issues. B4. B5. B6. Assist the city in attaining its gas acquisition and transportation objectives. Monitor and intervene in the legislative process as required. Provide the City with miscellaneous natural gas consulting services including development and use of optimization models, financial analysis and contract negotiations. CITY of PALO ALTO: RFP (2196)SECTION 00001-9 PART II - SCOPE of WORK or SERVICES City of Palo Air0 C. Utility Market Assessment Services Consultant shall provide the following market assessment services as desired. C1. Forecasting Services The Consultant may be requested to assist with forecasting annual usage for electricity, natural gas, and water. Advanced probabilistic and stochastic models may be required. Short term electricity forecasts for dispatching and forecasting for specific customer classes may be required. Forecasting skills may include but are not limited to: *Development of dynamic regression models using Forecast Pro. *Development of probabalistic forecasts using EXCEL add-ins. *Development of stochastic forecasting models using a Monte Carlo model. Development of appropriate and defensible methods and data sets. Development of analysis of sensitive variables and correlations. Statistical analysis of results, written and oral reporting of results with conclusions and appropriate recommendations in a concise, understandable, and convincing manner. C2..Customer Surveying Servi¢_e.~. Resource Management is responsible for investigating, analyzing and reporting to upper management important market information about Utilities customers, individually, by segmentation, or in aggregate. Possible Consultant services in this area would include: .Development of scientifically useful and appropriate survey instruments Scientific and appropriate selection of customers for surveying CITY of PALO ALTO: RFP (2/96)SECT|ON 00001-10 PART II - SCOPE of WORK or SERVICES City of Palo Alto Appropriate professional and defensible polling of customers through: focus groups, phone survey, written instrument surveys, etc. Analysis of survey results, written and oral reporting of results with conclusions and recommendations in a concise, understandable, and convincing manner. Providers who offer services in customer surveying should demonstrate a breadth of experience and expertise in all aspects of those services listed here, as well as other relevant expertise and experience, as the proposer deems appropriate. C3. Market Analysis Resource Management is responsible for and may request consultant assistance in: investigating, analyzing and reporting information about the market environment, including market forces, legislative issues and resulting laws, regulatory issues and resulting regulation, competitor behavior, etc. Also, Resource Management is responsible for assimilating, reporting and recommending related actions to upper management in a timely and effective manner. Services in this area include: Investigation and evaluation of competitor activities Regulatory and legislative monitoring, analysis, and intervention. Benchmarking of gas, water, waste-water, or electric utility activities and services in terms of economics, availability, quality, etc. c4. Customer risk analysis including scenario, simulation, decision analysis, etc., addressing the economic impact of customer losses, individually or in aggregate, under various potential market situations. DSM Program Activities Resource Management is responsible for and may request customer assistance in: investigating new DSM technologies, setting DSM program goals and guidelines, developing and maintaining customer participation data, and evaluating programs. Services in this area include: Investigation of DSM and other customer end-use.technologies and CITY of PALO ALTO: RFP (2/96)SECTION 00001-11 PART II - SCOPE of WORK or SERVICES City of Palo Alto methods, estimating technical and market potential of these technologies, and .recommending realistic goals for customer programs Develop DSM program goals and guidelines using: 1) City DSM goals related to specific technologies, customer segments, and end-use loads; 2) knowledge of DSM and other customer program methods and technologies; 3) and customer information (from formal and informal surveys) Develop DSM and other customer programs to satisfy Utilities goals for specific technologies, customer segments, or end-use loads Evaluate and report DSM and other customer programs’ success related to goals and guidetines " C5. Data Management Activities Resource Management is responsible for and may request consultant assistance in developing, managing, analyzing, routing, maintaining confidentiality and providing other services related to sensitive data. Specifically these services may include : Development, maintenance, accessing and programing of the Marketing Information System Development, maintenance, telemetry and programing of customer and city load data system Development, maintenance, programming of an intranet information network *Development, operation, and mainte’nance of an information clearinghouse for utility related data Development and dissemination of confidentiality policies and procedures TASK AS,.SIGNMENT PROCED__U_B~ Selection of Consultant does not insure that the Consultant will be assigned work, but only makes the Consultant available to provide services to the CITY. At times,. CITY of PALO ALTO: RFP (2/96)SECTION 00001-12 PART II - SCOPE bf WORK or SERVICES City of Palo.Alto however, one or more Consultants may be assigned work by the CITY’s Project Manager. All work assignments will be made at the discretion of the CITY’s Project Manager based .on the Project Manager’s opinion of Consultant’s qualifications, availability, and past performance. An activity work plan shall be developed for each assignment requested by the Project Manager that includes scope, schedule, deliverables, budget and other information. Said work plan must be approved by the City’s Project Manager prior to its implementation. The Project Manager may give telephone authorization to Consultant to perform certain tasks at his/her sole discretion. The term of this contract is for 12 months from date of execution. This contract may be renewed, upon mutual agreement, for two additional one-year periods. EXHIBIT FEE SCHEDULE The maximum compensation due and payable to CONTRACTOR, whose hourly rates also are set forth in this Exhibit "B", is subject to CITY’s budget of $300,000 per year established for the award of one or more contracts pursuant to CITY’s Request for Proposals No. 91104 and CITY’s appropriations for these service contracts. No representation or warranty is made by CITY that CONTRACTOR shall be entitled to a minimum amount of compensation under this Contract. The following persons have been selected under RFP No. 91104, and their total compensation is subject to the $300,000 annual budget: Barakat & Chamberlin, Inc.; EES Consulting, Inc.; Pacific Consulting Services, Inc.; and Resource Management International, Inc. BARAKAT & CHAMBERLIN, INC. HOURLY BILLING RATES Effeclive January 1, 1996 Executive Officer Hourly Rate $230.00-$275.00 Principal Project Director Senior Associate $180.00"$250.00 155.00 130.00 Associate 105.00 Analyst Support Production 75.00 40.00 40.00 Editing 40.00 961216 s.’,m 0071092 11 =ART III - INSURANCE R.~~ JIREMENTS -Long Form City C. !~alo Alto: Insurance Requirements for Contractors CONTRACTOR: PROJECT MANAGER: CONTRACT NAME: Blake Heitzman, URM Consultant Services: Electric - Gas - Water Utilities SECTION 650(~) GENERAL TERMS AND INSTRUCTIONS THIS INSTRUCTION SHEEr SHOULD BE GIVEN TO YOUR INSURANCE AGENT/~ROKER CO~O~S TO THE CI’Pf OF P~.O ALTO, AT THEIR ,~)LE EXPENSE SHALL OBTAIN AND MAJNTAIN INSURANCE FOR THE ’r~RM OF THE CONTRACT CONTRACTORS W~LL BE REQUIRED TO PROVIDE A CERTIFICATE EVIDENCING THE INSURANCE AND NAMING THE crrY AS AN ADOmON/~. iNSURED, ALL INSUR,.t~{CE COVERAGE REQUIRED SHALL BE PROVIDED THROUGH CARRIERS WITH A BEST RATING OF A. VII OR HIGHER T].~AT ARE ADMI’T’r~o TO DO BUSINESS IN THE STATE OF CALIFORNIA. THE CERTIFICATE OF INSURANCE MUST BE COMPLETED AND EXECUTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY PROVIDING INSURANCE, FILED WITH THE cn’~,AND APPROVED BY THE cn’Y BEFORE CONTRACT W1LL BE CONSIDERED COMPLETE AS RESPECTS INSUR,~J’4CE. RETURN THE COMPLETED CERTIFICATE TO THE CIr’t" OF PALO ALTO, PURCHASING & CONTRACT ADMINISTRATION, 250 HAMILTON AVENUE, PALO ALTO 94301. THE INSURANCE REQUIREMENTS CHECKED BELOW ARE REQUIRED FOR THIS CONTRACT. TYPE OF COVI~RAGE REQUIREMENT r3 Worker’s Compensation [~ - Automobile Liability ,Comprehensive General Liability: INCLUDING: ¯ PERSO~b~4. INJURY ¯BROAD FORM PROPER’rY DAMAGE ¯BL,~NKET CONTRACTUAL ¯FIRE LEGAL LIABILITY ,.Comprehensive Automobile Liability: INCLUDING: ¯OWNED ¯HIRED ¯NON-OVVNEO Statutory BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED Professional Liability: INCLUDING: o ERRORS A~’ND OMIS,SIOHS ¯ MALPRACTICE (if Apphcable) ¯ NEGLIGENT PERFORMANCE LONG,FORM {Minimum Limlt~} BODILY INJURY (Each Person) ~OOlI~Y INJURY iE,(N 0~~=,~,IpROP{RTY DAMAO~ BC~)ILY INJURY & PRORER~ O~GE COMB{NED ALL DAMAGES ~, ,THE Cll-~ OF PALO ALTO IS TO BE NAMED AS AN AODITIONAL INSURED D. E. F. The City of Pard ARo, its officers, agents and employees are named as additional Insured, but only as to work performed under contract. Said coverage as.to the City of Paid Alto, etc,, shall be primary coverage, without offset against City’s existing insurance and any other insurance carded by the City being excess Insurance only. Whero the v, ork invotves grading, paving, excavating, drilling or other underground work, the policy Includes destnJclion of wires, conduits, pipes, mains, or other similar Ixopedy or any apparatus in connection therev~th below the sudace of the ground whether owned by third parties or the City of Paid Alto, Where the work Involves excavating, collapse coverage is provided in the amounts above. The policy Includes a "Severability of Interest" provision. Deductibles over $5,000 must be indicated and are subject to approval. If auch policies are canceled or changed during the period’of coverage as stated herein, in such a manner as to affect the Cedificate, thirty (30) days written notice will be mailed to the City of Paid Alto, Contract Administration, P,O. Box t0250, 94303 The liab~ty insurance policy includes a contractual liability endorsement providing insurance overage for Contractor’s agreement to indemnify theCity. The coverage afforded under the policies is subject to all terms of the policies designated herein and meets all of the provisions called for h~rein, DATE:CONTRACT ADMINISTRATOR Ken M Haskins.Manaqer (4151 329-2300 END OF SECTION CITY OF PALO ALTO: Insurance Requirements (REV.6/94)SECTION 00650-1 EXHIBIT D CERTIFICATION of NONDISCRIMINATION SECTION 410 Consulting Services Certification of Nondiscrimination: As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed below certify that they do not discriminate in employment with regards to age, race, color, religion, sex, national odgin, ancestry, disability, or sexual preference; that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment; and that they agree to demonstrate positively and aggressively the principle of equal opportunity in employment. The Bidder agrees specifically: 1.0 To establish or observe employment policies which affirmatively promote opportunities for minority persons at all job levels. 2.0 To communicate this policy to all persons concerned, including all employees, outside recn.=iting services, especially those serving minority communities, and to the minodty communities at large. 3.0 To take affirmative action steps to hire minority employees within the organization. 4.0 To be knowledgeable of the local, state, and federal laws and regulations concerning affirmative action policies and provide opportunities for employees. Title of Officer Please include any additional information ava’ilable regarding equal programs now in effect within your company. opportunity employment (Please attach additional pages if necessary) END OF SECTION CITY of PALO ALTO: Non-discrimination (6194)SECTION 410-1 CONTRACT NO. BETWEEN THE CITY OF PALOALTO AND PACIFIC CONSULTING SERVICES, INC. FOR CONSULTING SERVICES This Contract No. is entered into ., by and between the CITY OF PAL~ ALTO, a chartered city and a municipal corporation of the State of California ("CITY"), and PACIFIC CONSULTING SERVICES, INC., a California corporation, located at 1320 Solano Avenue, Suite 203, Albany, California 94706 ("CONTRACTOR"). RECITALS: WHEREAS, CITY desires certain consulting services ("Services"), as more fully described in Exhibit " "-A , and WHEREAS, CITY desires to engage CONTRACTOR,. including its employees, if any, in providing the Services by reason of its qualifications and experience in performing such Services, and CONTRACTOR has offered to provide the Services on the terms and in the manner set forth herein; NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Contract, the parties agree: SECTION i. TERM I.I This Contract will commence on the date of its execution by CITY. CONTRACTOR will commence work on tasks as directed by the CITY’s project manager. In the event that the Services are not completed within the specified time schedule on account of CONTRACTOR’s default, CITY’s city manager will have the option of extending the time schedule for any period of time. This provision, will .not preclude the recovery of damages for delay caused by CONTRACTOR. SECTION 2. CONTRACTOR QUALIFICATIONS,STATUS, AND DUTIES OF 2.1 CONTRACTOR represents and warrants that it has the expertise and professional qualifications to furnish or cause to be furnished the Services..CONTRACTOR further represents ~and warrants that the project director and every individual charged with the performance of the Services under this Contract are duly licensed or certified by the State of California, to the extent such licensing or certification is required by law to perform the Services. 2.2 In reliance on the representation and warranty set forth in Section 2.1, CITY hires CONTRACTOR to perform, and CONTRACTOR covenants and agrees that it will furnish or cause to be furnished, the Services. 1 961216 m/n 007|093 2.3 CONTRACTOR will assign PATRICE IGNELZI as ~the project director to have supervisory responsibility for the performance, progress, and execution of the Services. If circumstances or conditions subsequent to the execution of this Contract cause the substitution of the project director for any reason, the appointment of a substitute project director will be subject to the prior written approval of the project manager. 2.4 CONTRACTOR represents and warrants that it will: 2.4.1 Procure all permits and licenses, pay all charges and fees, and give all notices which may be necessary and incident to the due and lawful prosecution of the Services; 2.4.2 Keep itself fully informed of all existing and future Federal, State of California, and local laws, ordinances, regulations, orders, and decrees which may affect those engaged or employed under this Contract, any materials used in CONTRACTOR’s performance under this Contract, or the performance of the Services; 2.4.3 At all times observe and comply with, and cause its employees and contractors (and consultants), if any, who are assigned to the performance of this Contract to observe and comply with, the laws, ordinances, regulations, orders and decrees mentioned above; and 2.4.4 Will report immediately to the project manager, in writing, any discrepancy or inconsistency it discovers in the laws, ordinances, regulations, orders, and decrees mentioned above in relation to any plans, drawings, specifications or provisions of this Contract. 2.5 Any reports, information, data or other material given to, or prepared or assembled by, CONTRACTOR or its contractors, if any, under this Contract will become the property of CITY and will not be made available to any individual or organization by CONTRACTOR or its contractors, if any, without the prior written approval of the city manager. 2.6 CONTRACTOR will provide CITY with seven (7), copies of the final report, if any, which may be required under this Contract, ~upon completion and acceptance ofeach report by CITY. 2.7 If CITY requests additional copies of reports, drawings, specifications or any other material which CONTRACTOR is required to furnish in limited quantities in the performance of the Services, CONTRACTOR will provide such additional copies and CITY Will compensate CONTRACTOR for its duplication costs. 2.8 CONTRACTOR will be responsible for employing or engaging all persons necessary to perform the Services. All contractors of CONTRACTOR will be deemed to be directly controlled and supervised by CONTRACTOR, which will be responsible for their performance. If any employee or contractor of CONTRACTOR fails or 961216 syn 0071093 2 refuses to carry out the provisions of this Contract or appears to be incompetent or to act in a disorderly or improper manner, the employee or contractor will be discharged immediately from further performance under this Contract on demand of the project manager. SECTION 3.DUTIES OF CITY 3.1 CITY will furnish or cause to be furnished ’the specified services set forth in Exhibit "A" and such other information regarding its requirements as may be reasonably requested by CONTRACTOR. 3.2 The city manager will represent CITY for all purposes under this Contract. BLAKE HEITZMAN, Manager, Competitive Assessment, is designated as the project manager for the city manager. The project manager will supervise the performance, progress, and execution of the Services, and will be assisted by DOUG BOCCIGNONE, Manager, Supply Resources. 3.3 If CITY observes or otherwise becomes aware of any default in the performance of CONTRACTOR, CITY will use reasonable efforts to give written notice thereof to CONTRACTOR in a timely manner. SECTION 4 COMPENSATION 4.1 In consideration of the full performance of the Services by CONTRACTOR, CITY will pay CONTRACTOR within thirty (30) days of submission by CONTRACTOR of its itemized billings, in triplicate, in accordance with the following fee schedule set forth in Exhibit "B". SECTION 5. AUDITS 5.1 CONTRACTOR will permit CITY to audit, at any reasonable time during the term of this Contract. and for three (3) years thereafter, CONTRACTOR’s records pertaining to matters covered by this Contract. CONTRACTOR further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Contract. SECTION 6.INDEMNITY 6.1 CONTRACTOR agrees to protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents from any and all demands, claims, or liability of~ any nature, including death or injury to any person, property damage or any other loss, caused by or arising out of CONTRACTOR’s, its officers’, agents’, subcontractors’ or employees’ negligent acts, errors, or omissions, or willful misconduct, or conduct for which applicable law may impose strict liability on CONTRACTOR in the performance of or failure to perform its obligations under this Contract. 961216 syn 0071093 SECTION 7.WAIVERS 7.1 The waiver by either party of any breach or violation of any ~covenant, term, condition or provision of this Contract, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder will not be deemed to be a waiver of any preceding breach or violation by the other party of any term, covenant, condition or provision of this Contract or of.any applicable law or ordinance. 7.2 No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Contract. SECTION 8. INSURANCE 8.1 CONTRACTOR, at its sole cost and expense, will obtain and maintain, in full force and effect during the term of this Contract, the insurance coverage described in Exhibit "C", insuring not only CONTRACTOR and its contractors, if any, but also, with the exception of workers’ compensation, employer’s liability, and professional liability insurance, naming CITY as an additional insured concerning CONTRACTOR’s performance under this Contract. 8.2 All insurance coverage required hereunder will be provided through carriers with Best’s Key Ratinq Guide ratings of A:X or higher which are admitted to transact insurance business.in the State of California. Any ~nd all contractors of CONTRACTOR retained to perform Services under this Contract will obtain and maintain, in full force and effect during the term of this Contract, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 8.3 Certificates of such insurance, preferably on the forms provided by CITY, will be filed with CITY concurrently with the execution of this Contract. The certificates will be subject to the approval of CITY’s risk manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled or altered by the insurer except after filing with CITY’s city clerk thirty (30) days’ prior written notice of such cancellation or alteration, and that the City of Palo Alto is named as an additional insured except in policies of workers’ compensation, employer’s liability, and professional liability insurance. Current certificates of such insurance will be kept on file at all times during the term of this Contract with the city clerk. 8.4 The procuring of such required policy or policies of insurance will not be construed to limit CONTRACTOR’s liability hereunder nor to fulfill the indemnification provisions of this Contract. Notwithstanding the policy or policies of insurance, 961216 syn 0071093 CONTRACTOR will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Contract, including such damage, injury, or loss arising after the Contract is terminated or the term has expired. SECTION 9.WORKERS’ COMPENSATION 9.1 CONTRACTOR, by executing this Contract, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing the performance of the Services. ~ SECTION I0. SERVICES TERMINATION OR SUSPENSION OF CONTRACT OR i0.I The city manager may suspend the performance of the Services, in whole or in part, or terminate this Contract, with or without cause, by giving ten (i0) days’ prior written notice thereof to CONTRACTOR. Upon receipt of such notice, CONTRACTOR will immediately discontinue its performance of the Services. 10.2 CONTRACTOR may terminate this Contract or suspend its performance of the Services by giving thirty (30) days’ prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY or in the event CITY ~ind~ withholds or withdraws its request for the initiation or continuation of the Services to be performed. 10.3 Upon such suspension or termination by CITY, CONTRACTOR will be paid for the Services actually rendered to CITY on or before the effective date of suspension or termination; provided, however, if this Contract is suspended or terminated on account of a default by CONTRACTOR, CITY will be obligated to compensate CONTRACTOR only for that portion of the Services which are of direct and immediate benefit to CITY, as such determination may be made by the city manager acting in the reasonable exercise of her discretion. 10.4 Upon such suspension or termination, CONTRACTOR will deliver to the city manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONTRACTOR or its contractors, if any, or given to CONTRACTOR or its contractors, if any, in connection with this Contract. Such materials will become the property of CITY. 10.5 The failure of CITY to agree with CONTRACTOR’s independent findings, conclusions, or recommendations, if the same are called for under this Contract, on the basis of differences in matters of judgment, will not be construed as a failure on the part of CONTRACTOR to fulfill its obligations under this Contract. 961216 syn 0071093 5 SECTION ii.ASSIGNMENT ii.i This Contract is for the personal services of CONTRACTOR, therefore, CONTRACTOR will not assign, transfer, convey, or otherwise dispose of this Contract or any right, title or interest in or to the same or any part thereof without the prior written consent of CITY. A consent to one assignment will not be deemed to be a consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void and, at the option of the city manager, this Contract may be terminated. This Contract will not be assignable by operation of law. SECTION 12. NOTICES 12.1 All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY:Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 Copy to:Department of Utilities City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 Attn: Project Manager To CONTRACTOR: Attention of the project director at the address of CONTRACTOR recitedabove SECTION 13. CONFLICT OF INTEREST 13.1 In accepting this Contract, CONTRACTOR covenants that it presently has no interest, and will not acquire any interest, direct for indirect, financial or otherwise, which would conflict in any ~manner or degree with the performance of ~the Services. 13.2 CONTRACTOR further covenants that, in the performance of this Contract, it will not employ any contractor or person having such an interest. CONTRACTOR certifies that no person who has or will have any financial interest under this Contract is an officer or employee of CITY; this provision will be interpreted in accordance with theapplicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. SECTION 14.NOND~sCRIMINATION 14.1 As set forth in the Palo Alto Municipal Code, no discrimination will bemade in the employment~of any person under this Contract because’of the age, race, color, national origin, ancestry, religion, disability, sexual~preference or gender of that 961216 syn 0071093 6 person. If the value of this Contract is, or may be, five thousand dollars ($5,000) or more, CONTRACTOR agrees to meet all requirements of the Palo Alto Municipal Code pertaining to nondiscrimination in employment, including completing the requisite form furnished by CITY and set forth in Exhibit "D". 14.2 CONTRACTOR agrees that each contract for services with an independent providerwill contain a provision substantially as follows: "[Name of Provider] will provide CONTRACTOR with a certificate stating that [Name of Provider] is currently in compliance with all Federal and State of California laws covering nondiscrimination in employment; that [Name of Provider] will pursue an affirmative course of action as required by the Affirmative Action Guidelines of the City of Palo Alto; and that [Name of Provider] will not discriminate in the employment of any person under this contract because of the age, race, color, national origin, ancestry, religion, disability, sexual preference or gender of such person." 14.3 If CONTRACTOR is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of Federal law or executive order in the performance of this Contract, it will be in default of this Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct the sum of twenty-five dollars¯ ($25) for each person for each calendar day during which such’person was subjected to acts of discrimination, as damages for breach of contract, or both. Only a finding of the State of CaliforniaFair Employment Practices Commission or the equivalent federal agency or officer will constitute evidence of a breach of this Contract. 14.4 If CONTRACTOR is in default of the nondiscrimination provisions of this Contract or the Affirmative Action Guidelines pertaining to this Contract, CONTRACTOR will be found in material breach of this Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct from the amount payable to CONTRACTOR the sum of two hundred fifty dollars ($250) for each calendar day during which CONTRACTOR is not in compliance with this provision as damages for breach of contract, or both. SECTION 15. MISCELLANEOUS PROVISIONS 15.1CONTRACTOR represents and warrants that it has knowledge of the requirements of the Americans with Disabilities Act of 1990, and the Government Code and the Health and Safety Code 9f the State of California, relating to access to public buildingsand accommodations for dlsabled persons, and relating to facilities 961216 syn 0071093 for disabled persons. CONTRACTOR will comply with or ensure by its advice that compliance with such provisions will be effected in the performance of this Contract. 15.2 This Contract will be governed by the laws of the State of California, excluding its conflicts of law. 15.3 In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California or in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 15.4 The prevailing party in any action brought to enforce the provisions of this Contract may recover its reasonable costs and attorneys’ fees expended in connection with that action. 15.5 This document represents the entire and integrated agreement between the parties and supersedes all prior negotia- tions, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 15.6 All provisions of this Contract, whether covenants or conditions, will be deemed to be both covenants and conditions. 15.7 The covenants, terms, conditions and provisions of this Contract will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and contractors, as the case may be, of the parties. 15.8 If a court of competent jurisdiction finds or rules that any provision of this Contract or any amendment thereto is void or unenforceable, the unaffected provisions of this Contract and any amendments thereto will remain in full force and effect. 15.9 All exhibits referred to in this Contract and any addenda, appendices, attachments, and schedules which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Contract and will be deemed to be a part of this Contract. 15.10 This Contract may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one and the same instrument. 15.11 This Contract is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Contract will terminate without any penalty (a) at the end of any fiscal year in the ~event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal .year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Contract are no longer available. This Section 15.11 shall take precedence in the event of a conflict with any other covenant, term, condition, or 961216 syn 0071093 provision of this Contract. IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Contract on the date first above written. ATTEST:CITY OF PALO ALTO City Clerk APPROVED AS TO FORM: Senior Asst. City Attorney Assistant City Manager Director of Utilities Mayor PACIFIC CONSULTING By: SERVICES, Taxpayer’s I.D. No. 94-3193306 Deputy City Manager, Administrative Services Risk Manager Attachments: EXHIBIT "A" : EXHIBIT "B" : EXHIBIT "C" : EXHIBIT "D" : SCOPE OF SERVICES AND TIME SCHEDULE FEE SCHEDULE INSURANCE NONDISCRIMINATION COMPLIANCE FORM 961216 syn 0071093 9 CERTIFICATE OF ACKNOWLEDGEMENT (Civil Code § 1189) STATE OF California COUNTY OF Alameda )) ss. ) On Jan. 7 ,199~, before me, Tonya K. Sanner , a Notary Public in and for said County and State, personally appeared P.C. I~nelzi* , personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to. the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument.the person(s), or the entity upon behalf of which the person(s), acted, executed the instrument. WITNESS my hand and official seal. ~~ ....AI.~AMEDA COUNTY ig~ath~re of Notary Public~"--. 961216 syn 0071093 10 Exhibit "A":Scope of Services and Time Schedule The Scope of Services for this contract is provided below. The consultant will be asked to perform services in one or more of the following areas. C..Utility Market Assessment Services Consultant shall provide the following market assessment services as desired. C1. Forecasting Services The Consultant may be requested to assist with forecasting annual usage for electricity, natural gas, and water. Advanced probabilistic and stochastic models may be required. Shor~ term electricity forecasts for dispatching and forecasting for specific customer classes may be required. Forecasting skills may include but are not limited to: Development of dynamic regression models using Forecast Pro. Development of probabalistic forecasts using EXCEL add-ins. Development of stochastic forecasting models using a Monte Carlo model. .Development of ’appropriate a’nd defensible methods and data sets. Development of analysis of sensitive variables and correlations. Statistical’ analysis of results, written and oral reporting of results with conclusions and appropriate recommendations in a concise, understandable, and convincing manner. CITY of PALO ALTO: RFP 12196)SECTION 00001 PART II - SCOPE of WORK or SERVICES City of Palo A!to C2. Customer Surveying Services Resource Management is responsible for investigating, analyzing and reporting to upper management important market information about Utilities customers, individually, by segmentation, or in aggregate. Possible Consultant services in this area would include: Development of scientifically useful and appropriate survey instruments Scientific and appropriate selection of customers for surveying Appropriate professional and defensible polling of customers through: focus groups, phone survey, written instrument surveys, etc. Analysis of survey results, written and oral reporting of results with conclusions and recommendatior~s in a concise, understandable, and convincing manner. Providers who offer services in customer surveying should demonstrate a breadth of experience and expertise in all aspects of those services listed here, as well as other relevant expertise and experience, as the proposer deems appropriate. C3. Market Ana!.ysi8 Resource Management is responsible for and may request consultant assistance in: investigating, analyzing and reporting information about the market environment, including market forces, legislative issues and resulting laws, regulatory issues and resulting regulation, competitor behavior, etc. Also, Resource Management is responsible for assimilating, reporting and recommending related actions to upper management in a timely and effective manner. Services in this area include: Investigation and evaluation of competitor activities Regulatory and legislative monitoring, analysis, and intervention. Benchmarking of gas, water, waste-water, or electric utility activities and services in terms of economics, availability, quality, etc. CITY of PALO ALTO: RFP 12/96)SECTION 00001. PART II - SCOPE of WORK or SERVICES City of Palo Alto Customer risk analysis including scenario, simulation, decision analysis, etc., addressing the economic impact of customer losses, individually or in aggregate, under various potential market situations. C4. DSM Program Activities. Resource Management is responsible for and may request customer assistance in: investigating new DSM technologies, setting DSM program goals and guidelines, developing and maintaining customer participation data, and evaluating programs. Services in this area include: Investigation of DSM and other customer end-use.technologies and methods, estimating technical and market potential of these technologies, and recommending realistic goals for customer programs Develop DSM program goals and guidelines using: 1) City DSM goals related to specific technologies, customer segments, and end-use loads; 2) knowledge of DSM and other customer program methods and technologies; 3) and customer information (from formal and informal surveys) Develop DSM and other customer programs to satisfy Utilities goals for specific technologies, customer segments, or end-use loads Evaluate and report DSM and other customer programs’ success related to goals and guidelines C5. Data Management.’Activities Resource Management is responsible for and may request consultant assistance in developing, managing, analyzing, routin, g, maintaining confidentiality and providing other services related to sensitive data. Specifically these services may include : Development, maintenance, accessing and programing of the Marketing Information System Development, maintenance, telemetry and programing of customer and city load data system CITY of PALO ALTO: RFP {2/96)SECTION 00001 PART II - SCOPE of WORK or SERVICES City of Palo Alto Development, maintenance, programming of an intranet information network Development, operation, and maintenance of an information clearinghouse for utility related data Development and dissemination of confidentiality policies and procedures TASK ASSIGNMENT PROCEDURE Selection of Consultant does not insure that the Consultant will be assigned work, but only makes the Consultant available to provide services to the CITY. At times, however, one or more Consultants may be assigned work by the CITY’s Project Manager. All work assignments will be made at the discretion of the CITY’s Project Manager based on the Project Manager’s opinion of Consultant’s qualifications, availability, and past performance. An activity work plan shall be developed for each assignment requested by the Project Manager that includes scope, schedule, deliverables, budget and other information. Said work plan must be approved by the City’s Project Manager prior to its implementation. The Project Manager may give telephone authorization to Consultant to perform certain tasks at his/her sole discretion. Time Schedule The term of this contract is for 12 months from date of execution. This contract may be renewed, upon mutual agreement, for two additional one-year periods. EXHIBIT FEE SCHEDULE The maximum compensation due and payable to CONTRACTOR, whose hourly rates also are set forth in this Exhibit "B", is subject to CITY’s budget of $300,000 per year established for the award of one or more contracts pursuant to CITY’s Request for Proposals No. 91104 and CITY’s appropriations for these service contracts. No representation or warranty is made by CITY that CONTRACTOR shall be entitled to a minimum amount of compensation under this Contract. The following persons have been selected under RFP No. 91104, and their total compensation is subject to the $300,000 annual budget: Barakat & Chamberlin, Inc.; EES Consulting, Inc.; Pacific Consulting Services, Inc.; and Resource Management International, Inc. . PACIFIC CONSULTING SERVICES RATES The following hourly rates are in force through December 1997. Subsequent year rates are subject to negotiation. Team Member Title Hourly Rate Patrice Ignelzi Projeht Leader 120 Bruce Mast Project Manager 80 Tom Vogt Analyst 60 Juliet Cox Analyst 60 Eric Heitfield Analyst 55 Clercial Support 35 961216 s)~ 0071093 11 PARTIII - INSURANCE RE JIREMENTS -Long Form City ~ L aid Alto" Insurance Requirements for Contractors CONTRACTOR: PROJECT MANAGER:Blake Heitzman, URM CONTRACT NAME:Consultant Services: Electdc - Gas - Water Utilities GENERAL TERMS AND INSTRUCTIONS THIS INSTRUCTION SHEET SHOULD BE GIVEH TO YOUR INSURANCE AGENT/BROKER SECTION 650(~) COhrI"RA£.:TORS TO THE CrTY OF PALO ALTO. AT THEIR SOLE E,XPENSE SI-IALL OBTAIN ANO MAJNTA~N INSURANCE FOR THE TERM OF THE CONTRACT CONTRACTORS V~ILL BE REQUIRE0 TO PROV1OE A CERTIFICATE E’V1OENCING THE INSURANCE/~NO NAMING THE CITY/kS/~N AD0mONAL INSUREO ALL INSURANCE COVERAGE REQUIRED SHALL BE PROVIOED THROUGH C.~RRIERS Vbl"I’H A EES’T RAriNG OF A.Wl OR HIGHER THAT ARE ADMIT’I~O TO GO BUSINESS IN THE STATE OF CALIFORNIA, THE CERTIFICATE OF INSURANCE Mu~’r BE COMPLETED ,,~J~O P.XECUTED BY/~ AU’r~ORIZEO REPRESENTATIVE OF THE COMPANY PROVI01NG INSUR.~qCE, FILED wrrH THE CITY, AND APPRO~.D BY THE cn~ BEFORE ~ VVtLL BE CONSlOERED CQMPt.ETE A,S RESPECTS INSURAHCE. RETURN THE COMPLETED CERTIFICATE TO THE CITY OF PALO ALTO, PURCHASING & CONTRACT ADMINISTRATION, 250 HAMIL TON A VENUE, PALO ALTO 94301. D. E. F. [] []BODILY INJURY PROPERTY DAMAGE THE INSURANCE REQUIREMENTS CHECKED BELOW ARE REQUIRED FOR THIS CONTRACT. TYPE OF COV1ERAGE REQUIREMFNT LONG FORM (Minimum Limit~} I BOOILY INJURY & PROPERTY DAMAGE COMRINED ,Comprehensive General Liability: INCLUDING: *P~RSO~AL INJURY ¯ BROAD FORM PROPERTY DAMAGE ¯ BLANKET CONTP,~CTUAL ’ FIRE LEGAL LIABILITY ,Comprehensive Automobile Liability: INCLUDING: ¯OWNED ¯HIRED ¯NON-OWNED BODILY INJURY (Each Person) I~OOILY INJURY I~.~h o~ {~,,,N.I PROPER TY I;)AMAGE BODILY INJURY & PROPERTY DAMAGE COMBNED 0~,t/ Pl’ofe ~;slonal Liability: INCLUDING: ¯ERRORS AND OMISSIONS ALL DAMAGES ¯ MALPRACTICE (If A~ophcable} ¯NEGLIGENT PERFORMANCE ,THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED The City of PaiD Aito, its officers, agents and employees are named as additional Insured. but only as to work performed under contract. Said cov~wage as to the City o1’ Pa~o Ait0, etc., shall be primary coverage, without offset against Clt,/s existing insurance and any other insurance carded by the City being excess insurance only. Where ~ wod~ ~ grading, paving, excavating, drilling or other underground work, the policy Includes destruction of wires, conduits, pipes, mains, or o~ similar property or any apparatus in connection therewith below the surface of the ground whether owned by third parties or the City of PaiD Alto. Where the work Involves excavating, collapse coverage is provided in the amounts above. The policy Includes a "Severability of Interest" provision. Deductibles over $5,0G0 must be indicated and are subject to approval. If such policies are canceled or changed during the period of coverage as stated herein, in such a manner as to affect the Certificate, thirty (30) days written notice will be mailed to the City of Paid Alto, Contract Administration, P.O. Box 10250, 94303 The ~ insumr~e p~icy includes a contractual liability endorsement providing insurance coverage for Contractor’s agreement to Indemni~ the C~.The coverage afforded under the policies is subject to all terms of the policies designated herein and meets all of the provisions called l~or her~’in. DATE~I’I",I~(-Z..~/q (o CONTRACT ADMIN STRATOR ///r " ~ ~ Ha k, ’: ~..~_.LP__~_LL_%. ~:~~=~-~-’~ __ Ken M. s ’ns, Manaqe~5~I| END OF SECTION CITY OF PALO ALTO: Insurance Requirements (REV.6/94)SECTION 00650-1 CERTIFICATION of NONDISCRIMINATION EXHIBIT D SECTION 410 Consulting Services ~..~rt;~fication of Nondiscrimirlatiorl: As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed below certify that they do not discriminate in employment with regards to age, race, color, religion, sex, national odgin, ancestry, disability, or sexual preference; that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment; and that they agree to demonstrate positively and aggressively the principle of equal opportunity in employment. The Bidder agrees specifically: 1.0 To establish or observe employment policies which affirmatively promote. opportunities for minodty persons at all job levels. 2.0 To communicate this policy to all persons concerned, including all employees, outside recruiting services, especially those serving minority communities, and to the minodty communities at large. 3.0 To take affirmative action steps to hire minority employees within the organization. Firm: 4.0 To be knowledgeable of the local, state, and federal laws and regulations concerning affirmative action policies provide opportunities for employees. ’DATS; I Title of Officer Signing:, Signature ~t~t"J" ~’ Please include any additional information available regarding programs now in effect within your company.. equal opportunity employment (Please attach additional pages if necessary) END OF SECTION CITY of PALO ALTO: Non-discdrnination (6194)SECTION 410-1 CONTRACT NO. BETWEEN THE CITY. OF PALO ALTO AND RESOURCE MANAGEMENT INTERNATIONAL, INC. FOR CONSULTING SERVICES This Contract No. is entered into , by and between the CITY OF PALO ALTO, a chartered city and a municipal corporation of the State of California ("CITY"), and RESOURCE MANAGEMENT INTERNATIONAL, INC., a California corporation, located at 3100 Zinfandel Drive, Suite 600, Sacramento, CA 95670 ("CONTRACTOR") . RECITALS: WHEREAS, CITY desires certain consulting services ("Services"), as more fully described in Exhibit "A"; and WHEREAS, CITY desires to engage CONTRACTOR, including its employees, if any, in providing the Services by reason of its qualifications and experience in performing such Services, and CONTRACTOR has offered to provide the Services on the terms and in the manner set forth herein; NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Contract, the parties agree: SECTION I. TERM i.i This Contract will commence on the date of its execution by CITY. CONTRACTOR will commence work on tasks as directed by the CITY’s project’manager. In the event that the Services are not completed within the specified time schedule on account of CONTRACTOR’s default, CITY’s city manager will have the option of extending the time schedule for any period of time. This provision will .not preclude the recovery of damages for delay caused by CONTRACTOR. SECTION 2 CONTRACTOR QUALIFICATIONS, STATUS, AND DUTIES -OF 2.1 CONTRACTOR represents and warrants that it has the expertise and professional qualifications to furnish or cause to be furnished the Services.’ CONTRACTOR further represents and warrants that the project director and every individual charged with the performance of the Services under this Contract are duly licensed or certified by the State of California, to the extent such licensing or certification is required by law to perform the Services. 2.2 In reliance on the representation and warranty set forth in Section 2.1, CITY hires CONTRACTOR to perform, and CONTRACTOR covenants and agrees that it willfurnish or cause to be furnished, the Services. 9612 |6 syn 0071090 2.3 CONTRACTOR will assign RON 0ECHSLER as the project director tohave supervisory responsibility for the performance, progress, and execution of the Services. If circumstances or conditions subsequent to the execution of this Contract cause the substitution of the project director for any reason, the appointment of a substitute project director will be subject to the prior written approval of the project manager. 2.4 CONTRACTOR represents and warrants that it will: 2.4.1 Procure all permits and licenses, pay all charges and fees, and give all notices which may be necessary and incident to the due and lawful prosecution of the Services; 2.4.2 Keep itself fully informed of all existing and future Federal, State of California, and local laws, ordinances, regulations, orders, and decrees which may affect those engaged or employed under this Contract, any materials used in CONTRACTOR’s performance under this Contract, or the performance of the Services; 2.4.3 At all times observe and comply with, and cause its employees and contractors (and consultants), if any, who are assigned to the performance of this Contract to observe and comply with, the laws, ordinances, regulations, orders and decrees mentioned above; and 2.4.4 Will report immediately to the project manager, in writing, any discrepancy or inconsistency it discovers in the laws, ordinances, regulations, orders, and decrees mentioned above in relation to any plans, drawings, specifications or provisions of this Contract. 2.5 Any reports, information, data or other material given to, or prepared or assembled by, CONTRACTOR or its contractors, if any, under this Contract will become the property of CITY and will not be made available, to any individual or organization by CONTRACTOR or its contractors, if any~ without the prior written approval of the city manager. 2~6 CONTRACTOR will provide CITY with seven (7), copies of the final report, if any, which may be required under this Contract, upon completion and acceptance of each report by CITY. 2.7 If CITY requests additional copies of reports, drawings, specifications or any other material which CONTRACTOR is required to furnish in limited quantities in the performance of the Services, CONTRACTOR will provide such additional copies and CITY will compensate CONTRACTOR for its duplication costs. 2.8 CONTRACTOR will be responsible for employing or engaging all persons necessary to perform the Services. All contractors of CONTRACTOR will be deemed to be directly controlled and supervised by CONTRACTOR, which will be responsible for their performance. If any employee or contractor of CONTRACTOR fails or 2 9612 ! 6 syn 0071090 ’~ ~ refuses to carry out the provisions of this Contract or appears to be incompetent or to act in a disorderly or improper manner, the ~employee or contractor will be discharged immediately from further performance under this Contract on demand of the project manager. SECTION 3.DUTIES OF CITY 3.1 ~CITY will furnish or cause to be furnished the specified services .set forth in Exhibit "A" and such other information regarding its requirements as may be reasonably requested by CONTRACTOR. 3.2 The city manager will represent CITY for all purposes under this Contract. TOM HABASHI, Assistant Director of Resource Management, is designated as the project manager for the city manager. The project manager will supervise the performance, progress, and execution of the Services, and will be assisted by DOUG BOCCIGNONE, Manager, Supply Resources. 3.3 If CITY observes or otherwise becomes aware of any default in the performance of CONTRACTOR, CITY will use reasonable efforts to give written notice thereof to CONTRACTOR in a timely manner. SECTION 4 -COMPENSATION 4.1 In consideration of the full performance of the Services by CONTRACTOR, CITY will pay CONTRACTOR within thirty (30) days of submission by CONTRACTOR of its itemized billings, in triplicate, in accordance with the following fee schedule set forth in Exhibit "B". SECTION 5. AUDITS 5.1 CONTRACTOR will permit CITY to audit, at any reasonable time during the term of this Contract and for three (3) years thereafter, CONTRACTOR’s records pertaining to matters covered by this Contract. CONTRACTOR further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Contract. SECTION 6. INDEMNITY 6.1 CONTRACTOR agrees to protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents from any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, caused by or arising out of CONTRACTOR’s, its officers’, agents’, subcontractors’ or employees’ negligent acts, errors, or omissions, or willful misconduct, or conduct for which applicable law may impose strict liability on CONTRACTOR in the performance of or failure to perform its obligations .under this Contract. 961216 syn 0071090 ~ SECTION 7.WAIVERS 7.1 The waiver by either party of any breach or violation of any covenant, ’term, condition or provision of this Contract, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder will not be deemed to be a waiver of any preceding breach or violation by the other party of any term, covenant, condition or provision of this Contract or of any applicable law or ordinance. 7.2 No payment, partial payment, acceptance, or p~rtial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Contract. SECTION 8.INSURANCE 8.1 CONTRACTOR, at its sole cost and expense, will obtain and maintain, in full force and effect during the term of this Contract, the insurance coverage described in Exhibit "C", insuring not only CONTRACTOR and its contractors, if any, but also, with the exception of workers’ compensation, employer’s liability, and professional liability insurance, naming CITY as an additional insured concerning CONTRACTOR’s performance.under this Contract. 8.2 All insurance coverage required hereunder will be provided through carriers with Best’s Key Rating Guide ratings of A:X or higher which are admitted to transact insurance business in the State of California. Any and all contractors of CONTRACTOR retained to perform Services under this Contract will obtain and maintain, in full force and effect during the term of this Contract, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 8.3 Certificates of such insurance, preferably on the forms provided by ~CITY, will be filed with CITY concurrently with the execution of this Contract. The certificates will be subject to the approval of CITY’s risk manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled or altered by the insurer except after filing with CITY’s city clerk thirty (30) days’ prior written notice of such cancellation or alteration, and that the City of Palo Alto is named as an additional insured except in policies of workers’ compensation, employer’s liability, and professional liability insurance. Current certificates of such insurance will be kept on file at all times during the term of this Contract with the city clerk. 8.4 The procuring of such required policy or policies of insurance will not be construed to limit CONTRACTOR’s liability hereunder nor to fulfill the indemnification provisions, of this Contract. Notwithstanding the policy or policies of insurance, 4 961216 sTn 0071090 ~ CONTRACTOR will be obligated for the full and total amount ofany damage, injury, or loss caused by or directly arising as a result of the Services performed under this Contract, including such damage, injury, or loss arising after the Contract is terminated or the term has expired. SECTION 9.WORKERS’ COMPENSATION 9.1 CONTRACTOR, by executing this Contract, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing the performance of the Services. SERVICES SECTION i0. TERMINATION OR SUSPENSION OF CONTRACT OR i0.I The city manager may suspend the performance of the Services, in whole or in part, or terminate this Contract, with or without cause, by giving ten (I0) days’ prior written notice thereof to CONTRACTOR. Upon receipt of such notice, CONTRACTOR will immediately discontinue its performance of the Services. 10.2 CONTRACTOR may terminate this Contract or suspend its performance of the Services by giving thirty (30) days’ prior written notice thereof to CITY, but only .in the event of a substantial failure of performance by CITY or in the event CITY indefinitely withholds or withdraws its request for the initiation or continuation of the Services to be performed. 10.3 Upon such suspension or termination by CITY, CONTRACTOR will be paid for the Services actually rendered to CITY on or before the effective date of suspension or termination; provided, however, if this Contract is suspended or terminated on account of a default by CONTRACTOR, CITY will be obligated to compensate CONTRACTOR only for that portion of the Services which are of direct and immediate benefit to CITY, as such determination may be made by the city manager acting in the reasonable exercise of her discretion. 10.4 Upon such suspension or termination, CONTRACTOR will deliver to the city manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONTRACTOR or its contractors, if any, or given to .CONTRACTOR or its contractors, if any, in connection with this Contract. Such materials will become the property of CITY. 10.5 The failure of CITY to agree with CONTRACTOR’s independent findings, conclusions, or recommendations, if the same are called for under this Contract, on the basis of differences in matters of judgment, will not be construed as a failure on the part of CONTRACTOR to fulfill its obligations under this Contract. 961216 syn 0071090 5 SECTION ii. ASSIGNMENT 11.1 This Contract is for the personal services of CONTRACTOR, therefore, CONTRACTOR will not assign, transfer, convey, or otherwise dispose of this Contract or any right, title or interest in or to the same or any part thereof without the prior written consent of CITY. A consent to one assignment will not be deemed to be a consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void and, at theoption of the city manager, this Contract may be terminated. This Contract will not be assignable by operation of law. SECTION 12.NOTICES 12.1 All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY:Office~of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 Copy to:Department of Utilities City of Palo Alto Post Office Box 10250 Pal0 Alto, CA 94303 Attn: Project Manager To CONTRACTOR: Attention of the project director at the address of CONTRACTOR recited above SECTION 13. CONFLICT "OF INTEREST 13.1 In accepting this Contract, CONTRACTOR covenants that it presently has no interest, and will not acquire any interest, direct~or indirect, financial or otherwise, which would conflict in. any manner or degree with the performance of the Services. CONTRACTOR further agrees that it will not engage in any activity which constitutes a conflict of interest as described in Exhibit "E’. 13.2 CONTRACTOR further covenants that, in the performance of this Contract, it will not employ any contractor or person having such an interest. CONTRACTOR certifies that no person who has or will have any financial interest under this Contract is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. SECTION 14. NONDISCRIMINATION 14.1 As set forth in the Palo Alto Municipal Code, no discrimination will be made in the employment of any person under 961216 syn 0071090 this Contract because of the age, race, color, national origin, ancestry, religion, disability, sexual preference or gender of that person. If the value of this Contract is, or may be, five thousand dollars ($5,000) or more, CONTRACTOR agrees to meet all requirements of the Palo Alto Municipal Code pertaining to nondiscrimination in employment, including completing the requisite form furnished by CITY and set forth in Exhibit "D". 14.2 CONTRACTOR agrees that each contract for services with an independent provider will contain a provision substantially as follows: "[Name of Provider] will provide CONTRACTOR with a certificate stating that [Name of Provider] is currently in compliance with all Federal and State of California laws covering nondiscrimination in employment; that [Name of Provider] will pursue.an affirmative course of action as required by the Affirmative Action Guidelines of the City of Palo Alto; and that [Name of Provider] will not discriminate in the employment of any person under this contract because of the age, race, color, national origin, ancestry, religion, disability, sexual preference or gender of such person." 14.3 If CONTRACTOR is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of Federal law or executive order in the performance of this Contract, it will be in default of this Contract. Ther@upon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct the sum of twenty-five dollars ($25) for each person for each calendar day during which such person was subjected to acts of discrimination, as damages for breach of contract, or both. Only a finding of the State of California Fair Employment Practices Commission or the equivalent federal agency or officer will constitute evidence of a breach of this Contract. 14.4 If CONTRACTOR is in default of the nondiscrimination provisions of~ this Contract or the Affirmative Action Guidelines pertaining to this Contract, CONTRACTOR will be found in material breach of this Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct from the amount payable to CONTRACTOR the sum of two hundred fifty dollars ($250) for each calendar day during which CONTRACTOR is not in compliance with this provision as damages for breach of contract, or both. SECTION 15. MISCELLANEOUS PROVISIONS 15.1 CONTRACTOR represents and warrants that it has knowledge of the requirements~ of the Americans with Disabilities Act of 1990, and the Government Code and the Health and Safety Code 961216 syn 007 ! 090 of the State of California, relating to access to public buildings and accommodations for disabled persons, and relating to facilities for disabled persons. CONTRACTOR will comply with or ensure by its advice that compliance with such provisions will be effected in the performance of this Contract. 15.2 This Contract will be governed by the laws of the State of California, excluding its conflicts of law. 15.3 In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California or in the United States District Court ~ for the Northern District of California in the County of Santa Clara, State of California. 15.4 The prevailing party in any action brought to enforce the provisions of this Contract may recover its reasonable costs and attorneys’ fees expended in connection with that action. 15.5 This document represents the entire and integrated agreement between the parties and supersedes all prior negotia- tions, representations, and contracts, either written or oral. This document may be amended ~only by a written instrument, which is signed by the parties. 15.6 All provisions of this Contract, whether covenants or conditions, will be deemed to be both covenants and conditions. 15.7 The covenants, terms, conditions and provisions of this Contract will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and contractors, as the case may be, of the parties. 15.8 If a court of competent jurisdiction finds or rules that any provision of this Contract .or any amendment thereto is void or unenforceable, the unaffected provisions of this Contract and any amendments thereto will remain in full force and effect. 15.9 All exhibits referred.to in this Contract and any addenda, appendices,~attachments, and schedules which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated fin this Contract and will be deemed to be a part of this Contract. 15.10 This Contract may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one and the same instrument. 15.11 This Contract is subject to the fiscal provisions of the Charter of the City of Palo Alto~and the Palo Alto Municipal Code. This Contract will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any~time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Contract are no longer 961216 syn 0071090 8 available. This.Section 15.11 shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Contract. IN WITNESS WHEREOF, the parties hereto~have by their duly authorized representatives executed this Contract on the date first above written. ATTEST:CITY OF P~LO ALTO City Clerk APPROVED AS TO FORM: Senior Asst. City Attorney Assistant City Manager Director of Utilities Mayor~ RESOURCE MANAGEMENT INTERNATIONAL, INC. Its: Senior Vice President Taxpayer’s I.D. No.94-2611224 Deputy City Manager, Administrative Services Risk Manager Attachments: EXHIBIT "A" : EXHIBIT "B" : EXHIBIT "C" : EXHIBIT "D" : EXHIBIT "E" : SCOPE OF SERVICES AND TIMESCHEDULE FEE SCHEDULE INSURANCE NONDISCRIMINATION COMPLIANCE FORM CONFLICT OF INTEREST 961216 syn 0071090 CERTIFICATE OF ACKNOWLEDGEMENT (Civil Code S 1189) STATE OF California ) ) SS. COUNTY OF Sacramento ) On December 20 ,1996, before me,Pat Holbrook a Notary Public in and for said County and State, personally appeared Maurice Kruth ,personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument .the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of ic PAT HOL RO COMM. #1114114 ~ Notary Public-California -o SACRAMENTO COUNTY~" 961216 8yn 0071090 10 Exhibit "A":Scope of Services and Time Schedule The Scope of Sen’ices for this contract is provided below. The consultant will be asked to perform sen’ices in one or more of the following areas. A. Electric Utility - Technical Consulting. Legislative and Regulatory Services Within the Electric Utility, there are three main focus areas: -Western Area Power Administration (WAPA) -Electric industry restructuring and related issues -Miscellaneous consulting services AI.WAPA - Monitoring, analyzing, and reporting on key Western Area Power Administration (WAPA) activities that may affect the CITY’S electric utility. These services include but are not limited to" Identify and analyze WAPA issues and activities that may impact the rates that the CITY pays for power or impact the amount of power the CITY receives from WAPA. Analyze Federal and State legislative activities that may impact CITY of PALO ALTO: RFP (2/96)SECTION O0001-7 PART II - SCOPE of WORK or SERVICES City of Palo Alto availability or cost of the WAPA resource. Provide assistance in developing appropriate response strategies to relevant WAPA issues. Monitor key environmental proceedings such as the Bay/Delta proceedings, State Water Resource Control Board, water quality proceedings and others. A2.Electric Industry Restructurina and Related Issues Assist the CITY to respond to the challenges related to electric industry restructuring, including, but not limited to: Identification of possible market opportunities and threats; Response to the challenges that the CITY may face from increased competition; Analysis relating to stranded costs and customer contracts Assistance with monitoring and/or influencing any of the Western Power Exchange (WEPEX) activities; Financial and technical analysis related to the Independent System Operator (ISO) and Power Exchange (PX); Assistance with transmission and other FERC related issues. *Assistance with State Legislative monitoring and intervention. Assistance with interventions at selected proceedings, including technical assistance, draft tes’timony, and/or analysis of related litigation. A3.’I l i v" Assistance in Planning and Economic Analysis of transmission services and supply resources CITY of PALO ALTO: RFP (2/96)SECTION 00001 PART II - SCOPE of WORK or SERVICES City ot’ Palo Alto Assistance in analyzing and developing energy price risk management tools, products and services and in developing new energy, pricing strategies. Monitor, analyze, and report on key USBR, State of Califo’rnia, CALFED, and San Francisco Bay, Sacramento and San Joaquin Delta Oversight Committee Activities that may affect the CITY’S electric utility. Management Consulting Contract Negotiations Interconnection Agreement evaluation and negotiation Identification and analysis of partnering opportunities B. Natural Gas Industry - Technical Con.s~!!ting, Legislative and Regulatory Services Consultan~ shall provide natural gas consulting services and legislative and regulatory support to the City. The services and support arein the following task categories’ Work with the City to establish regulatory goals, objectives, and priorities. B2.Monitor, analyze and testify in CPUC and FERC proceedings to represent the City’s interests. B3.Maintain routine and sufficient access to key policy makers and staff at .the CPUC to facilitate, upon City authorization, effective and efficient representation of the City’s viewpoints and concerns on gas regulatory issues. B4.Assist the city in attaining its gas acquisition and transportation objectives. B5.Monitor and intervene in the legislative process as require’d. 136.Provide the City with miscellaneous natural gas consulting services including development and use of optimization models, financial analysis and contract negotiations. CITY of PALO ALTO: RFP |2/961 SECTION 00001-9 PART II - SCOPE of WORK or SERVICES Cib/ol’ Palo Alto C. Utility Market Assessment S~ Consultant shall provide the following market assessment services as desired. C1. Forecasting Services The Consultant may be requested to assist with forecasting annual usage for electricity, natural gas, and water. Advanced probabilistic and stochastic models may be required. Shor{ term electricity forecasts for dispatching and forecasting for specific customer classes may be required. Forecasting skills may include but are not limited to’ *Development of dynamic regression models using Forecast Pro. *Development of probabalistic forecasts using EXCEL add-ins. *Development of stochastic forecasting models using a Monte Carlo model. Development of ’appropriate and defensible methods and data sets. Development of analysis of sensitive variables and correlations. Statistical analysis of results, written and oral reporting of results with conclusions and appropriate recommendations in a concise, understandable, and convincing manner. C2. Customer Surveying Services Resource Management is responsible for investigating, analyzing and reporting to upper management important market information about Utilities customers, individually, by segmentation, or in aggregate. Possible Consultant services in this area would include: Development of scientifically useful and appropriate survey instruments Scientific and appropriate selection of customers for surveying CITY of PALO ALTO: RFP (2/96)SECTION O0001-10 PART II o SCOPE of WORK or SERVICES City of Palo Alto Appropriate professional and defensible polling of customers through: focus groups, phone survey, written instrument surveys, etc. Analysis of survey results, written and oral reporting of results with conclusions and recommendations in a concise, understandable, and convincing manner. Providers who offer services in customer surveying should demonstrate a breadth of experience and expertise in all aspects of those services listed here, as well as other relevant expertise and experience, as the proposer deems appropriate. C3. Market Analysis Resource Management is responsible for and may request consultant assistance in: investigating, analyzing and reporting information about the market environment, including market forces, legislative issues and resul’ting laws, regulatory issues and resulting regulation, competitor behavior, etc. Also, Resource Management is responsible for assimilating, reporting and recommending related actions to upper management in a timely and effective manner. Services in this area include: Investigation and evaluation of competitor activities Regulatory and legislative monitoring, analysis, and intervention. Benchmarking of gas, water, waste-water, or electric utility activities and services in terms of economics, availability, quality, etc. Customer risk analysis including scenario, simulation, decision analysis, etc., addressing the economic impact of customer losses, individually or in aggregate, under various potential market situations. C~$..DSM Program Activities Resource Management is responsible for and may request customer assistance in: investigating new DSM technologies, setting DSM program goals and guidelines, developing and maintaining customer participation data, and. evaluating programs. Services in this area include: Investigation of DSM and other customer end-use.technologies and CITY of PALO ALTO: RFP |2196)SECTION O0001-11 PART II - SCOPE of WORK or SERVICES City ot Palo Alto methods, estimating technical and market potential of these technologies, and recommending realistic goals for customer programs Develop DSM program goals and guidelines using: 1) City DSMgoals related to specific technologies, customer segments, and end-use loads; 2) knowledge of DSM and other customer program methods and technologies; 3) and customer information (from formal and informal surveys) Develop DSM and other customer programs to satisfy Utilities goals for specific technologies, customer segments, or end-use loads Evaluate and report DSM and other customer programs’ success related .to goals and guidelines C5. Data M#negement Activities. Resource Management is responsible for and may request consultant assistance in developing, managing, analyzing, routing, maintaining confidentiality and providing other services related to sensitive data. Specifically these services may include : Development, maintenance, accessing and programing of the Marketing Information System Development, maintenance, telemetry and programing of customer and city load data system Development, maintenance, programming of an intranet information network Development, operation, and maint6nance of ah information clearinghouse for utility related data *Development and dissemination of confidentiality policies and procedures ~L~LS.J~/~LS~C E D U R E Selection of Consultant does not insure that the Consultant will be assigned work, but only makes the Consultant available to provide services to the CITY. At tim~s, CITY of PALO ALTO: RFP (2/96}SECTION 00001-12 PART II - SCOPE ~f WORK or SERVICES City of Palo Allo however, one or more Consultants may be assigned work by the CITY’s Project Manager. All work assignments will be made at the discretion of the CITY’s Project Manager based on the Project Manager’s opinion of Consultant’s qual{fications, availability, and past performance. An activity work plan shall be developed for each assignment requested by the Project Manager that includes scope, schedule, deliverables, budget and other information. Said work plan must be approved by the City’s Project Manager prior to its implementation. The Project Manager may give telephone authorization to Consultant to perform certain tasks at his/her sole discretion. Time Schedu|e The term of this contract is for 12 months from date ofexectLtion. This contract may be renewed, upon mutual agreement, for two additional one-year periods. EXHIBIT "B" ~ FEE SCHEDULE The maximum compensation due and payable to CONTRACTOR, whose hourly rates also are set forth in this Exhibit "B", is subject to CITY’s budget of $300,000 per year established for the award of one or more contracts pursuant to CITY’s Request for Proposals No. 91104 and CITY’s appropriations for these service contracts. No representation or warranty is made by CITY that CONTRACTOR shall be entitled to a minimum amount of compensation under this Contract. The following persons have been selected under RFP No. 91104, and their total compensation is subject to the $300,000 annual budget: Barakat & Chamberlin, Inc.; EES Consulting, Inc.; Pacific Consulting Services, Inc.; and Resource Management International, Inc. RESOURCEMANAGEMENTINTERNATIONAL, INC. 1997 Professional and support services, except for testimony, shall be billed at the following rates: Managing Executive Consultant Principal Executive Consultant Executive Consultant Principal Consultant , Supervising Consultant Senior Consultant Associate Professional Analyst Research Assistant Technician Office Services $166 per hour $150 per hour $142 per hour $131 per hour $116 per hour $106 per hour $92 per hour $81 per hour $61 per hour $53 per hour $49 per hour The above rates shall be adjusted each year, commencing January 1, 1998, to reflect the change in rates officially established by the RMI Board of Directors. Testimony shall be billed at not less than eight (8)hours per day. Reproduction, printing, communications, computer services, and other miscellaneous support services shall be billed at rates for such services as determined from time to time and officially established by the RMI Board of Directors plus ten (10) percent. AH travel, food, lodging, and miscellaneous expenses, except automobile mileage, associated with the provision of services hereunder shah billed at cost. Automobile mileage will be billed at the rate approved by the Internal Revenue Service. Client shall reimburse RMI for any applicable sales tax imposed on services rendered by RMI to Client. 11 ’961216 syn 0071090 EXHIBIT C PARTIII-INSURANCE K JUIREMENTS -Lon~! Form City~,r Palo Alto" Insurance Requirements for Contractors CONTRACTOR: PROJECT MANAGER:Blake Heitzman, URM CONTRACT NAME:Consultant Services: Electric - Gas - Water Utilities GENERAL TERMS AND INSTRUCTIONS THIS INSTRUCTION SHEET SHOULD BE GI~2EN TO YOUR INSURANCE AGENT/BROKER SECTION 650(~) CON’TR/~ORS TO THE CITY OF PALO ALTO, AT THEIR ,~LE EXPENSE SHALL OBTAIN AND MAINTAIN INSURANCE FOR THE TERM OF THE cOWrRAc’r. CONTRACTORS WILL BE REQUIRED TO PROVIDE A CERTIFICATE EVIDENCING THE INSURANCE AND NAMING THE CITY AS AN ADDITIONAL INSURED. ALL INSURANCE COVERAGE REQUIRED SHALL BEPROV1DED THROUGH CARRIERS Wt’TH A BEST RATING OF A:Vll OR HIGHER THAT ARE ADMi"f’~ED TO DO BUSINESS IN THE STATE OF CALIFORNIA. THE CERTIFICATE OF INSURANCE MUST BE COMPLETED AND EXECUTED BY AN AU’rHORIZED REPRESENTATIVE OF THE COMPANY PROVIDING INSURANCE, FILED WffH THE CITY,AND APPROVED BY THE cn’Y BEFORE CONTRACT WILL BE CONSIDERED COMPLETE AS RESPECTS INSURANCE. RETURN THE COMPLETED CERTIFICATE TO THE CITY OF PALO ALTO, PURCHASING & CONTRACT ADMINISTRATION, 250 HAMILTON A VENUE, PALO ALTO 94301. THE INSURANCE REQUIREMENTS CHECKED BELOW ARE REQUIRED FOR THIS CONTRACT. "r~’PE OF COVERAGE REQUIREMENT LONG FORM (Minimum Limit~} BODILY INJURY Sl,000,0O0 $1,000,000 . PROPERTY DAMAGE S 1,000,000 S 1,000,000 Worker’s Compenr~tion Automobile Liabllit~ ,Comprehensive General Liability: INCLUDING: ¯PERSONAL INJURY " BROAD FORM PROPERTY DAMAGE ¯~J~NKET CONTRACTUAL ¯FIRE LEGAL LIABILITY ,Comprehensive Automobile Liability: INCLUDING: ¯OWNED ¯HIRED ¯NON-OWNED Professional Liability: INCLUDING: *ERRORS AND OMIS,.RIONS ¯ MALPRACTICE (If Applicable) o NEGLIGENT PERFORMANCE BODILY INJURY & PROPERTY DAMAGE COMBINED BODILY INJURY (Each Per.on) ~ODILY INJURY (E~, ~’~*I PROPL~R T’Y DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED ALL DAMAGES ~{/,THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED D. E. F. The City of PaiD Alto, its officers, agents and employees are named as additional insured, but only as to work performed under contract. Said coverage as to the City of Paid AJto, etc., shall be primary coverage, without offset against City’s existing insurance and any ether insurance carded by the City being excess Insurance only. ~Nhere the work invokes grading, paving, excavating, ddlling or other underground work, the policy includes destruction of wires, conduits, pipes, mains, or other ~milar Wopedy or any apparatus in connection therewith below the surface of the ground whether owned by third padies or the City of Paid Alto. Where the work Involves excavating, collapse coverage is provided in the amounts above. The policy includes a "Severability of Interest" provision. Deductibles over $5,000 must be indicated and are subject to approvat. If such policies are canceled or changed during the period of coverage as stated herein, in such a manner as to affect the Cedificate, thirty (30) days written notice will be mailed to the Cit7 of PaiD Alto, Contract Administration, P.O. Box 10250, 94303 The ~ insurance pelicy includes a contractual liability endorsement providing insurance coverage for Contractor’s agreement to indemnify theCity, The coverage afforded under the policies is subject to all terms of the policies designated herein and meets all of the provisions called for herein. DATE: ~/~t/I?~CONTRACTADMINISTRATOR~~-~ KenM. Haskins, Manaqer (415}329-Z300 " END OF SECTION CITY OF PALO ALTO: Insurance Requirements (REV.6/94)SECTIO~ 00650-1 EXHIBIT CERTIFICATION of NONDISCRIMINATION Consulting Services SECTION 410 Certification of’ Nondiscrimination; As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed below certify that they do not discriminate in employment with regards to ¯ age, race, color, religion, sex, national odgin, ancestry, disability, or sexual preference; that they are in compliance with all Fede~:al, State and local directives and executive orders regarding ¯ nondiscrimination in employment; and that they agree to demonstrate positively and aggressively the principle of equal opportunity in employment. The Bidder agrees specifically: 1.0 To establish or observe employment policies which affirmatively promote opportunities for minodty persons at all job levels. To communicate this policy to all persons concerned, including all employees, outside recruiting services, especially those serving minority communities, and to the minority communities at large. 2.0 3.0 To take affirmative action steps to hire minority employees within the organization. To be knowledgeable of the local, state, and federal laws and regulations conceming affirmative action policies and provide opportunities for employees. 4.0 12/20/96 opportunity employment Firm: Resource Management International, Inc. DATE; Title of Officer Signing:S,.e,.~}~Vice President ~ Signature ~’i::~ Please include any additional information available regarding equal programs now in effect within your company. (Please attach additional pages if necessary) END OF SECTION CITY ofPALO ALTO: Non-discdrnination (6/94)SECTION 410-1 EXHIBIT CONFLICT OF INTEREST CONTRACTOR shall not knowingly undertake before the FERC or CPUC representation of clients whose interests conflict with the interests of Palo Alto in the proceeding, unless Palo Alto has given its prior written consent to the conflicting representation. In the event Palo Alto refuses such consent, CONTRACTOR shall not undertake the conflicting representation unless and until each of the following has occurred: (i) CONTRACTOR has arranged for alternate representation for Palo Alto in the proceeding, and (2) Palo Alto has agreed to accept such alternate representation. Moreover, CONTRACTOR has agreed not to knowingly undertake conflicting representation without prior consultation with the City. 9612 !6 syn 0071090 12 CONTRACT NO. BETWEEN THE CITY OF PALOALTOAND EES CONSULTING, INC. FOR CONSULTING SERVICES This Contract No.is entered into , by and between the CITY OF PALO ALTO, a chartered city and a municipal corporation of the State of California ("CITY"), and EES CONSULTING, INC., a Washington corporation, located at 12011 Bel-Red Road, Suite 201, Bellevue, Washington 98005 ("CONTRACTOR"). RECITALS: WHEREAS, CITY desires certain consulting services ("Services"), as more fully described in Exhibit "A"; and WHEREAS, CITY desires to engage CONTRACTOR, including its employees, if any, in providing the Services by reason of its qualifications and experience in performing such Services, and CONTRACTOR has offered to provide the Services on the terms and in the manner set forth herein; NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Contract, the parties agree: SECTION i. TERM i.i This Contract will commence on the date of its execution by CITY. CONTRACTOR will commence work on tasks as directed by the CITY’s project/manager. In the event that the Services are not completed within the specified time schedule on account of CONTRACTOR’s default, CITY’s city manager will have the option of extending the time schedule for any period of time. This provision will not preclude the recovery of damages for delay caused by CONTRACTOR. SECTION 2. CONTRACTOR QUALIFICATIONS,STATUS, AND DUTIES OF 2.1 CONTRACTOR represents and warrants that it has the expertise and professional qualifications to furnish or cause to be furnished the Services. CONTRACTOR further represents and warrants that the project director and every individual charged with the performance of the Services under this Contract are duly licensed or-~certified by the State of California, to the extent such licensing or certification is required by law to~ perform the Services. 2.2 In reliance on the representation and warranty set forth in Section 2.1, CITY hires CONTRACTOR to perform, and CONTRACTOR covenants and agrees that it will furnish or cause to be furnished, the Services. 961216 sy. 0071091 2.3 CONTRACTOR will assign BORIS PROKOP as the project director to have supervisory responsibility for the performance, progress, and execution of the Services. If circumstances or conditions subsequent to the execution of this Contract cause the substitution of the project director for any reason, the appointment of a substitute project director will be subject to the prior written approval of the project manager. 2.4 CONTRACTOR represents and warrants that it will: 2.4.1 Procure all permits and licenses, pay all charges and fees, and give all notices which may be necessary and incident to the due and lawful prosecution of the Services; 2.4.2 Keep itself fully informed of all existing and future Federal, State of California, and local laws, ordinances, regulations, orders, and decrees which may affect those engaged or employed under this Contract, any materials used in CONTRACTOR’s performance under this Contract, or the performance of the Services; 2.4.3 At all times observe and comply with, and cause its employees and contractors (and consultants), if any, who are assigned to the performance of this Contract to observe and comply with,, the laws, ordinances, regulations, orders and decrees mentioned above; and 2.4.4 Will report immediately to the project manager, in writing, any discrepancy or inconsistency it discovers in the laws, ordinances, regulations, orders, and decrees mentioned above in relation to any plans, drawings, specifications or provisions of this Contract. 2.5 Any reports, information, data or other material given to, or prepared or assembled by, CONTRACTOR or its contractors, if any, under this Contract will become the property of CITY and will not be made available to any individual or organizationby CONTRACTOR or its contractors, if any, without the ~prior written approval of the city manager. 2.6 CONTRACTOR will provide CITY with seven (7), copies of the final report, if any, which may be required under this Contract, upon completion and acceptance of~each report by CITY. 2.7 If CITY requests additional copies Of reports, drawings, specifications or any other material which CONTRACTOR is required to furnish in limited quantities in the performance of the Services, CONTRACTOR will provide such additional copies and CITY will compensate CONTRACTOR for its duplication costs° 2.8 CONTRACTOR will be responsible for employ±ng or engaging all persons necessary to perform the Services. All contractors of CONTRACTOR will be deemed to be directly controlled and supervised by CONTRACTOR, which will be responsible for their performance. If any employee or contractor of CONTRACTOR fails or 961216 syn 007109[ 2 refuses to carry out the provisions of this Contract or appears to be incompetent or to act in a disorderly or improper manner, the employee or contractor will be discharged immediately from further performance under this Contract on demand of the project manager. SECTION 3.DUTIES OF CITY 3.1 CITY will furnish or cause to be furnished the specified services set forth in ~Exhibit "A" and such other information regarding its requirements as may be reasonably requested by CONTRACTOR. 3.2 The city manager will represent CITY for all purposes under this Contract. TOM HABASHI~ Assistant Director of Resource Management, is designated as the project manager for the~ city manager. The project manager will supervise the performance, progress, and execution of the Services, and will be assisted by DOUG BOCCIGNONE, Manager, Supply Resources. 3.3 If CITY observes or oth~erwise becomes aware of any default in the performance of CONTRACTOR, CITY will use reasonable efforts to give written notice thereof to CONTRACTOR in a timely manner.. SECTION 4 - COMPENSATION 4.1 In consideration of the full performance of the Services by CONTRACTOR, CITY will pay CONTRACTOR within thirty (30) days of submission by CONTRACTOR of its itemized billings, in triplicate, in accordance with the following fee schedule set forth in Exhibit "B". SECTION 5. AUDITS 5.1 CONTRACTOR will permit CITY to audit, at any reasonable time during the term of this Contract and for three (3) years thereafter, CONTRACTOR’s records pertaining to matters covered by this Contract. CONTRACTOR further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Contract. 6.1 CONTRACTOR agrees to protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents from any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, caused by or arising out of CONTRACTOR’s, its officers’, agents’, subcontractors’ or employees’ negligent acts, errors, or omissions, or willful misconduct, or conduct for which applicable law may impose strict liability on CONTRACTOR in the performance of or failure to perform its obligations under this Contract. 961216 syn 0071091 3 SECTION 7.WAIVERS 7.1 The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Contract, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder will not be deemed to be a waiver of any preceding breach or~violation by the other party of any term, covenant, condition or provision of this Contract or of any applicable law or ordinance. 7.2 No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Contract. SECTION 8. INSURANCE 8.1 CONTRACTOR, at its sole cost and expense, will obtain and maintain, in full force and effect during the term of this Contract, the.insurance coverage described~ in Exhibit "C", insuring not only CONTRACTOR and its contractors, if any, but also, with the exception of workers’ compensation, employer’s liability, and professional liability insurance, naming CITY as an additional insured concerning CONTRACTOR’s performance under this Contract. 8.2 All insurance coverage required hereunder will be provided through carriers with Best’s Key Rating Guide ratings of A:X or higher which are admitted to transact insurance business in the State of California. Any and all contractors of CONTRACTOR retained to perform Services under this Contract will obtain and maintain, in full force and effect during the term of this Contract, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 8.3 Certificates of such insurance, preferably on the forms provided by CITY, will be filed with CITY concurrently with the execution of this Contract. The certificates will be subject to the approval of CITY’s risk manager and will contain an endorsement stating that the insurance is primarycoverage and will not be canceled or altered by the insurer except after filing with CITY’s city clerk thirty (30) days’ prior written notice of such cancellation or alteration, and that the City of Palo Alto is named as an additional insured except in policies of workers’ compensation, employer’s liability, and professional liability insurance. Current certificates of such insurance will be kept on file at all times during the Germ of this Contract with the city clerk. 8.4 The procuring of such required policy or policies of insurance will not be construed to limit CONTRACTOR’s liability hereunder nor to fulfill the indemnification provisions of this Contract. Notwithstanding the policy or policies of insurance, 961216 syn 0071091 CONTRACTOR will be obligated for the full and total amount ofany damage, injury, or loss caused by or directly arising as a result of the Services performed under this Contract, including such damage, injury, or loss arising after the Contract is terminated or the term has expired. SECTION 9. WORKERS’ COMPENSATION 9.1 CONTRACTOR, by executing this Contract, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against. liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing the performance of the Services. SERVICES SECTION i0. TERMINATION OR SUSPENSION OF CONTRACT OR I0.i The city manager may suspend the performance of Zhe Services, in whole or in part, or terminate this Contract, with or without cause, by giving ten (i0) days’ prior written notice thereof to CONTRACTOR. Upon receipt of such notice, CONTRACTOR will immediately discontinue its performance of the Services. 10.2 CONTRACTOR may terminate this Contract or suspend its performance of the Services by giving thirty (30) days’ prior written notice ~thereof~ to CITY, but only in the event of a substantial failure of performance by CITY or in the event CITY indefinitely withholds~or withdraws its request for the initiation or continuation of the Services to be performed. 10.3 Upon such suspehsion or termination by CITY, CONTRACTOR will be paid for the Services actually rendered to CITY on or before the effective date of suspension or termination; provided, however, if this Contract is suspended or terminated on account ~of a defaultby CONTRACTOR, CITY will be obligated to compensate CONTRACTOR only for that portion of the Services which are of direct and immediate benefit to CITY, as such determination may be made by the city manager acting in the reasonable exercise of her discretion. 10.4 ~Upon such suspension or termination, CONTRACTOR will deliver to the city manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONTRACTOR or its contractors, if any~ or given to CONTRACTOR or its contractors, if any, in connection with this Contract. Such materials will become the property of CITY. 10.5 The failure of CITY to agree with CONTRACTOR’s independent findings, conclusions, or recommendations,~if~e same are called for under this Contract, on the basis of differences in matters of judgment, will not be construed as a failure on the part of CONTRACTOR to fulfill its obligations under this Contract. 961216 syn 0071091 5 SECTION ii.ASSIGNMENT ii.i This Contract is for the personal services of CONTRACTOR, therefore, CONTRACTOR will not assign, transfer, convey, or otherwise dispose of this Contract or any right, title or interest in or to the same or any part thereof without the prior written consent of CITY. A consent to one assignment will not be deemed to be a consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void and, at the option of the city manager, this Contract may be terminated. This Contract will not be assignable by operation of law. SECTION 12. NOTICES 12.1 All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY:Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 Copy to:Department of Utilities City of Palo Alto Post Office Box 10250 Pal0 Alto, CA 94303 Attn: Project Manager To CONTRACTOR: Attention of the project director at the address of CONTRACTOR recited above SECTION 13. CONFLICT’OF INTEREST 13.1 In accepting this Contract, CONTRACTOR covenants that it presently has no interest, and will not acquire any interest, direct~or indirect,~ financial or otherwise, which would conflict in any manner or degree with the performance of the Services. CONTRACTOR further~agrees that it will not engage in any activity which constitutes a conflict of interest as described in Exhibit "E". 13.2 CONTRACTOR further covenants that, in the performance of this Contract, it will not employ any contractor or person having such an interest. CONTRACTOR certifies that no person who has or will have any financial interest under this Contract is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. SECTION 14. NONDISCRIMINATION 14.1 As set forth in the Palo Alto Municipal Code, no discrimination will be made. in the employment of any person under 961216 sy~ 0071091 6 this Contract because of the age, race, color, national origin, ancestry, religion, disability, sexual preference or gender of that person. If the value of this Contract is, or may be, five thousand dollars ($5,000) or more, CONTRACTOR agrees to meet all requirements of the Palo Alto Municipal Code pertaining to nondiscrimination in employment, including completing the requisite form furnished by CITY and set forth in Exhibit "D". 14.2 CONTRACTOR agrees that each contract for services withan independent provider will contain a provision substantially as follows: "[Name of Provider] will provide CONTRACTOR with a certificate stating that [Name of Provider] is currently in compliance with all Federal and State of California laws covering nondiscrimination in employment; that [Name of Provider] will pursue an affirmative course of action as required by the Affirmative Action Guidelines of the City of Palo Alto; and that [Name of Provider] will not discriminate in the employment of any person under this contract because of the age, race, color, national origin, ancestry, religion, disability, sexual preference or gender of such person." 14.3 If CONTRACTOR is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of Federal law or executive order in the performance of this Contract, it will be in default of this Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct the sum of twenty-five dollars ($25) for each person for each calendar day during which such person was subjected to acts of discrimination, as damages for breach of contract, or both. Only a finding of the State of California Fair Employment Practices Commission or the equivalent federal agency or officer will constitute evidence of a breach of this Contract° 14.4 If CONTRACTOR is in default of the nondiscrimination provisions of this Contract or the Affirmative Action Guidelines pertaining to this Contract, CONTRACTOR will be found in material breach of this Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct from the amount payable to CONTRACTOR the sum of two hundred fifty dollars ($250) for each calendar day during which CONTRACTOR is not in compliance with this provision as damages for breach of contract, or both° SECTION 15. MISCELLANEOUS PROVISIONS 15.1 CONTRACTOR represents and warrants that it has knowledge of the requirements of the Americans with Disabilities Act of 1990, and the Government Code and the Health and Safety Code 961216 syn 0071091 7 of the State of California, relating to access to public buildings and accommodations for disabled persons, and relating to facilities for disabled persons. CONTRACTOR will comply with or ensure by its advice that compliance with such provisions will be effected in the performance of this Contract. 15.2 This Contract will be governed by the laws of the State of California, excluding its conflicts of law. 15.3 In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California or in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 15.4 The prevailing party in any action brought to enforce the provisions of this Contract may recover its reasonable costs and attorneys’ fees expended in connectio~ with that action. 15.5 This document represents the entire and integrated agreement between the parties and supersedes all prior negotia- tions, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 15.6 All provisions of this Contract, whether covenants or conditions, will be deemed to be both covenants and conditions. 15.7 The covenants, terms, conditions and provisions of this Contract will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and contractors, as the case may be, of the parties. 15.8 If a court of competent jurisdiction finds or rules that any provision of this Contract or any amendment thereto is void or unenforceable, the unaffected provisions of this Contract and any amendments thereto will remain in full force and effect. 15.9 All exhibits referred to in this Contract and any addenda, appendices, attachments, and schedules which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Contract and will be deemed to be a part of this Contract. 15.10 This Contract may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one and the same instrument. 15.11 This Contract is subject to the fiscal provisions of the Charter of the City of.Palo Alto and the Palo Alto Municipal Code. This Contract will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Contract are no longer 8 961216 ~syn 007109 ! available. This Section 15.11 shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Contract. IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Contract on the date first above written. .ATTEST:CITY OF PALO ALTO City Clerk APPROVED AS TO FORM: Senior Asst. City Attorney Assistant City Manager Director of Utilities Mayor EES CONSULTING, INC. Taxpayer’s I.D. No. ~1 Deputy City Manager, Administrative Services Risk Manager Attachments: EXHIBIT "A" : EXHIBIT "B" : EXHIBIT "C" : EXHIBIT "D" : EXHIBIT "E" : SCOPE OF SERVICES AND TIME SCHEDULE FEE SCHEDULE INSURANCE NONDISCRIMINATION COMPLIANCE FORM CONFLICT OF INTEREST 961216 syn 0071091 9 CERTIFICATE OF .ACKNOWLEDGEMENT (Civil Code ~ 1189) ) ss. ~_~A~_~"OnI 1996, before me, 2-~ ~-~ , a Notary PI for said County °a~d State, personallyappeared), ~ersonally known to me or proved to me on the ba of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument.the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. e of Notary Public i0 961216 syn 0071091 . ~ Exhibit "A":Scope of Services and Time Schedule The Scope of Services for this contract is provided belov,’. The consultant will be asked to perform services in one or more of the following areas. A. Electric Utility - Technics! Consulting. Legislative and Regulatory Service_s_ Within the Electric Utility, there are three main focus areas: -Western Area Power Administration (WAPA) -Electric industry restructuring and related issues -Miscellaneous consulting services AI.WAPA - Monitoring, analyzing, and reporting on key Western Area Power Administration (WAPA) activities that may affect the CITY’S electric utility. These services include but are not limited to: Identify and analyze WAPA issues and activities that may impact the rates that the CITY pays for power or impact the amount of power the CITY receives from WAPA. Analyze Federal and State legislative activities that may impact CITY of PALO ALTO: RFP 121961 SECTION 00001-7 PART II o SCOPE of WORK or SERVICES City of Palo Alto availability or cost of the WAPA resource. Provide assistance in developing appropriate response strategies to relevant WAPA issues. Monitor key environmental proceedings such as the Bay/Delta proceedings, State Water Resource Control Board, water quality proceedings and others. A2.Electric Industry Restructur_ing and Related Issues Assist the CITY to respond to the challenges related to electric industry restructuring, including, but not limited to: *Identification of possible market opportunities and threats; *Response to the challenges that the CITY may face from increased competition; Analysis relating to stranded costs and customer contracts *Assistance with monitoring and/or influencing any of the Western Power Exchange (WEPEX) activities; *Financial and technical analysis related to the Independent System Operator (ISO) and Power Exchange (PX); *Assistance with transmission and other FERC related issues. * ¯Assistance with State Legislative monitoring and intervention. Assistance with interventions at selected proceedings, including technical assistance, draft testimony, and/or.analysis of related litigation. A3. Assistance in Plar~ning and.Economic Analysis of transmission services and supply resources CITY of PALO ALTO: RFP (2/96)SECTION 00001-8 PART II - SCOPE of WORK or SERVICES City of Palo Alto Assistance in analyzing and developing energy price risk management tools, products and services and in developing new energy, pricing strategies. Monitor, analyze, and report on key USBR, State of California, CALFED, and San Francisco Bay, Sacramento and San Joaquin Delta Oversight Committee Activities that may affect the CITY’S electric utility. Management Consulting Contract Negotiations *Interconnection Agreement evaluation and negotiation Identification and analysis of partnering opportunities B. Natural Gas Irldustry - Technical Consulting. Legislative and Regulatory Services Consultant shall provide natural gas consulting services and legislative and regulatory support to the City. The services and support are in the following task categories: BI.Work with the City to establish regulatory goals, objectives, and priorities. B2.Monitor, analyze and testify in CPUC and FERC proceedings to represent the City’s interests. B3.Maintain routine and sufficient access to key policy makers and staff at the CPUC to facilitate, upon City authorization, effective and efficient representation of the City’s viewpoints and concerns on gas regulatory issues. B4.Assist the city in attaining its gas acquisition and transportation objectives. B5.Monitor and intervene in the legislative process as required. B6.Provide the City with miscellaneous natural gas consulting services including development and useof optimization models, financial analysis and contract negotiations. CITY of PALO ALTO: RFP (2/96)SECTION O0001o9 PART II - SCOPE of WORK or SERVICES City of Palo AltO) C..Utility Market Assessment Services Consultant shall provide the following market assessment services as desired. Cl."r i The Consultant may be requested to assist with forecasting annual usage for electricity, natural gas, and water. Advanced probabilistic and stochastic models may be required. Shor~ term electricity forecasts for dispatching and forecasting for specific customer classes may be required. Forecasting skills may include but are not limited to: Development of dynamic regression models using Forecast Pro. Development of probabalistic forecasts using EXCEL add-ins. Development of stochastic forecasting models using a Monte Carlo model. Development of appropriate and defensible methods and data sets. Development of analysis of sensitive variables and correlations. Statistical analysis of results, written and oral reporting of results with conclusions and appropriate recommendations in a concise, understandable, and convincing manner. C2. Customer Surveying,Services Resource Management is responsible for investigating, analyzing and reporting to upper management important market information about Utilities customers, individually, by segmentation, or in aggregate. Possible Consultant services in this area would include: Development of scientifically useful and appropriate survey instruments Scientific and appropriate selection of customers for surveying CITY of PALO ALTO: RFP (2/96)SECTION 00001-10 PART II - SCOPE of WORK or SERVICES City of Palo Alto Appropriate professional and defensible polling of customers through: focus groups, phone survey, written instrument surveys, etc. Analysis of survey results, written and oral reporting of results with conclusions and recommendations in a concise, understandable, and convincing manner. Providers who offer services in customer surveying should demonstrate a breadth of experience and expertise in all aspects of those services listed here, as well as other relevant expertise and experience, as the proposer deems appropriate. C3. Market Analysis. Resource Management is responsible for and may request consultant assistance in: investigating, analyzing and reporting information about the market environment, including market forces, legislative issues and resulting laws, regulatory issues and resulting regulation, competitor behavior, etc. Also, Resource Management is responsible for assimilating, reporting and recommending related actions to upper management in a timely and effective manner. Services in this area include: Investigation and evaluation of competitor activities Regulatory and legislative monitoring, analysis, and intervention. Benchmarking of gas, water, waste-water, or electric utility activities and services in terms of economics, availability, quality, etc. Customer risk analysis including scenario, simulation, decision analysis, etc., addressing the economic impact of customer losses, individually or in aggregate, under various potential market situations. C~. DSM Program Activities. Resource Management is responsible for and may request customer assistance in: investigating new DSM technologies, setting DSM program, goals and guidelines, developing and maintaining customer participation data, and evaluating programs. Services in this area include: Investigation of DSM and other customer end-use.technologies and CITY of PALO ALTO: RFP (2196)SECTION 00001-11 PART II - SCOPE of WORK or SERVICES City of Palo Alto methods, estimating technical and market potential of these technologies, and recommending realistic goals for customer programs Develop DSM program goals and guidelines using: 1) City DSM goals related to specific technologies, customer segments, and end-use loads; 2) knowledge of DSM and other customer program methods and technologies; 3) and customer information (from formal and informal surveys) Develop DSM and other customer programs to satisfy Utilities goals for specific technologies, customer segments, or end-use loads Evaluate and report DSM and other customer programs’ success related to goals and guidelines C5. Data Management Activities Resource Management is responsible for and may request consultant assistance in developing, managing, analyzing, routingi maintaining confidentiality and providing other services related to sensitive data. Specifically these services may include : Development, maintenance, accessing and programing of the Marketing Information System Development, maintenance, telemetry and programing of customer and city load data system Development, maintenance, programming of an intranet information network Development, operation, and maintenance of an information clearinghouse for utility related data ~Development and dissemination of confidentiality policies and procedures IGN EN E Selection of Consultant does not insure that the Consultant will be assigned work, but only makes the Consultant available to provide services to the CITY. At times, CITY of PALO ALTO: RFP (2/96)SECTION 00001-12 PART II - SCOPE ~f WORK or SERVICES Cib/of Palo Alto however, one or more Consultants may be assigned work by the CITY’s Project Manager. All work assignments will be made at the discretion of the CITY’s Project Manager based on the Project Manager’s opinion of Consultant’s qualifications, availability, and past performance. An activity work plan shall be developed for each assignment requested by the Project Manager that includes scope, schedule, deliverables, budget and other information. Said work plan must be approved by the City’s Project Manager prior to its implementation. The Project Manager may give telephone authorization to Consultant to perform certain tasks at his/her sole discretion. The term of this contract is for 12 months from date of execution. This contract may be renewed, upon mutual agreement, for two additional one-year periods. EXHIBIT FEESCHEDULE ~The maximum compensation due and payable to CONTRACTOR, whose hourly rates also are set forth in this Exhibit "B", is subject to CITY’s budget of $300,000 per year established for the award of one or more contracts pursuant to CITY’s Request for Proposals No. 91104 and CITY’s appropriations for these~service contracts. No representation or warranty is made by CITY that CONTRACTOR shall be entitled to a minimum amount of compensation under this Contract. The following, persons have been selected under RFP No. 91104, and their total compensation is subject to the $300,000~ annual budget: Barakat & Chamberlin, Inc.; EES Consulting, Inc.; Pacific Consulting Services,Inc.;and Resource Management International, Inc. Billing Rates by Individual The following billing rates would hold through the first year of the contract. Expenses would be billed at cost to the City. Gary Saleba ...........................................$120 per hour Boris Prokop,.Stuart Trippel, Gail Tabone, Marilyn Semro, Paul Maxwell, Charlie Earl ...................105 per hour Gary Baughman and Anne Falcon... ....’ .....................85 per hour Steve Andersen, Jon Piliaris, Susan Huse ......................70 per hour Diane Running ...........................................45 per hour 961216 syn 0071091 11 :~ART III -INSURANCE CONTRACTOR: PROJECT MANAGER: CONTRACT NAME: ~UIREMENTS -Lon9 Form City,., PaiD Alto" Insurance Requirements for Contractors Blake Heitzman, URM Consultant Services: Electdc- Gas - Water Utilities GENERAL TERMS AND INSTRUCTIONS THIS INSTRUCTION SHEET SHOULD BE GIVEN TO YOUR INSURANCE AGENT/BROKER CON’]3~I, CTORS TO *RdE crrY OF PALO/~LTO, AT THEIR SOLE EXPENSE SN.,14.L OBTAIN AND MAJNT~N INSUR.~NCE FOR THE TERM OF THE CONTRACT. CONTRACTORS V~ILL BE REQUIRED TO PROVIDE A CERTIFICATE EY’IDENCING "tHE INSURANCE AND NAMING ’ride CITY AS AN ADornONAL INSURED ,aLL INSUR,,I~NCE COVER, AGE REQUIRED SH.a&L BEPROVIDED THROUGH C,I.RRIERS IP~TrH A BEST R~nHG OF AVII OR HIGHER ’rl"~T ARE ADMrF’rEo TO IX:) BUSINESS IN THE STATE OF C,~LIFORNI~ THE CERTIFIC&TE OF INSURA~NCE MUST St=’ COMPLETED AND F.XECUTEO BY AN AUTHORIZED REPRESENTA’nVE OF THE COMPANY PROVIDING INSUR,NNGE, FILED WrTH THE CITY. AND APPROVED BY THE CITY’ 8~FORE CONTR,~’~ WiLL BE CONSIDERED COMPLETE A.~ RESPECTS INSUPJIJ~CF... RETURN THE COMPLETED CERTIFICATE TO THE CITY OF PALO ALTO, PURCHASING & CONTRACT ADMINISTRATION, 250 HAMILTON A VENUE, PALO ALTO 94301. (:3 THE INSURANCE REQUIREMENTS CHECKED BELOW ARE REQUIRED FOR THIS CONTRACT. TYPE OF COVERAGE REQUIREMENT LONG FORM (Minimum Limi~l Statutory BODILY INJURY PROPER TY DAMAGE Worker’s Compensation Autm’~obile Liability .Comprehensive General Liability: INCLUDING: ¯P~RSO~L~L INJURY ¯BROAD FORM PROPERTY DAMAGE ¯BL,MMKET CONTRACTUAL ¯FIRE LEGAL LIABILITY BODILY INJURY & PROPERTY DAMAGE COMBINED BODILY INJURY (Each Person} I~ODILY INJURY i~=h o~+m,,~ .~ PROPER TY QAMAG~ ~LY INJURY & PR~ER~ O~GE C~BINEO ALL DAMAGES ,Comprehensive Automobile Liability: INCLUDING: ’ OWNED ¯HIRED ¯NON.OWNED ~[/Professional Liability: INCLUDING: ¯ERRORS ,AND OMISSIONS ¯ MALPRACTICE (tf Applicable) ¯ NEGLIGENT PERFORMANCE *’THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED $ I ,ooo.(xx) $ l,OOO.OOO . $ I.OOO,o(x) D. E. F. The City or PaiD Alto, its officers, agents and employees are named as additional insured, but only as to work performed under contract. Said coverage as to ~ City of PaiD Alto, etc,0 shall be primary coverage, without offset against City’s existing insurance and any other insurance carded by the City being excess Insurance only. VVhe~e the work involves grading, paving, excavating, drilling or other underground work, the policy Includes destruction of wires; conduits, pipes, mains, oi- ~ similar p~operty el" any apparatus in connection therewith below the surface of the ground whether owned by third padies or the City of PaiD Alto, Where the work Involves excavating, collapse coverage is provided in the amounts above. The policy includes a "Severability of Interest" provision: Deductibles over $5,0(X) must be indicated and are subject to approval. If such policies sre canceled or changed during the period of coverage as stated herein, in such a manner as to affect the Cedificate, thirty (30) days vnitten notice will be mailed to the City of Paid Alto, Contract Administration, P.O. Box 10250, 94303 The ~ irtsurarx:e p~icy includes a contractual liability endorsement providing Insurance coverage for Contractor’s agreement to indemnify theCity.. The coverage afforded under the policies is subject to all terms of the policies designated herein and meets all of the provisions called for herein. # I i | END OF SECTION CITY OF PALO ALTO: Insurance Requirements IREV.6/94)SECTION 00650-1 CERTIFICATION of NONDISCRIMINATION EXHIBIT SECTION 410 Consulting Services ..Gertification of Nondiscriminatior!: As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed below certify that they do not discriminate in employment with regards to age, race, color, religion, sex, national odgin, ancestry, disability, or sexual preference; that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment; and that they agree .to demonstrate positively and aggressively the principle of equal opportunity in employment. The Bidder agrees specifically: 1.0 To establish or observe employment policies which affirmatively promote opportunities for minority persons at all job levels, 2.0 To communicate this policy to all persons concerned, including all employees, outside recruiting services, especially those serving minority communities, and to the minodty communities at large. 3.0 To take affirmative action steps to hire minority employees within the organization. 4.0 To be knowledgeable of the Iocat, state, and federal laws and regulations concerning affirmative action policies and provide opportunities for employees. Title of Officer Si Signature Please include any additional informz )n available programs now in effect within your company. regarding equal opportunity employment (Please attach additional pages if necessary) CITY of PALO ALTO:Non-discrimination (6/94) END OF SECTION SECTION 410-1 EXHIBIT CONFLTCT ~OF INTEREST CONTRACTOR shall not knowingly undertake before the FERC or CPUC representation of clients whose interests conflict with the interests of Palo Alto in the proceeding, unless Palo Alto has given its prior written consent to the conflicting representation. In the event Palo Alto refuses such consent, CONTRACTOR shall not undertake the conflicting representation unless and until each of the following has occurred: (i) CONTRACTOR has arranged for alternate representation for Palo Alto in the proceeding, and (2) Palo Alto has agreed to accept such alternate representation. Moreover, CONTRACTOR has agreed not to knowingly undertake conflicting representation without prior consultation with~ the City. 961216 syn 0071091 12