HomeMy WebLinkAbout1999-05-17 City CouncilCity of Palo Alto
City Manager’s Report
TO:HONORABLE CITY COUNCIL
1
FROM:CITY MANAGER DEPARTMENT: UTILITIES
DATE:MAY 17, 1999 CMR:229:99
SUBJECT:AWARD OF CONTRACT FOR $75,000 TO INTERSTATE
GAS SERVICES FOR GAS POOL MANAGER SERVICES
RECOMMENDATION
Staff recommends that Council:
Approve and authorize the Mayor to execute the attached contract with Interstate Gas
Services in the amount of $75,000 for gas pool manager services through June 30th,
2000.
Authorize the City Mariger or her designee to negotiate and execute one or more change
orders to the contract with Interstate Gas Services for related, additional but unforeseen
work which may develop during the project, the total value of which shall not exceed
$7,500.
3. Authorize the City Manager or her designee to exercise the option to renew the contract
for up to two additional years, with a budget -of $40,000 each year, provided the
proposed contract is consistent with the Bay Area Consumer Price Index, the contractor
¯ ¯ is responsive to the City’s needs, and the quality of the contractor’s work is acceptable
during the first year of the contract.
CMR:229:99 Page 1 of 3
DISCUSSION
Consultant Services Description
The work to be preformed under the contract is for gas pool management services. Gas pool
management services are a core element of the gas direct access program which was
approved by Council on April 19th, 1999 (C~MR 148:99). Gas pool management sets up and
operates the systems to direct and account for the gas flow into Palo Alto by the gas service
providers of customers who participate in the gas direct access program. The program is
currently scheduled to begin September 1, 1999. At that time large natural gas customers
(non-core customers) will be given the opportunity to purchase gas on the open market.
Depending on Palo Alto customer response and the success of other direct access programs
in California Public Utilities Commission (CPUC) territory, Palo Alto may extend gas direct
access to additional Palo Alto customers.
Selection Process
Staff sent a request for proposals to 13 firms on January 20, 1999. The firms were given
thirty-four days to respond to the request, or until February 23rd. A pre-proposal meeting
was held on February 10th; four potential proposers attended the meeting. Two firms
submitted proposals. Proposed first year costs with set-up fees ranged from $75,000
to$225,650. Additional years ranged from $40,000 to $180,000 respectively. Contractors
who failed to submit bids were contacted. Most felt that they weren’t currently prepared to
perform this service due to their time schedules.
A selection advisory committee consisting of the Manager, Competitive Assessment and two
Resource Planners reviewed the proposals. The committee carefully reviewed each firm’s
qualifications and submittal in response to the RFP relative to the following criteria: price,
staffing level and knowledge, knowledge of California operations, relevant experience,
location of corporation, hours of operation, additional related services offered. IGS was
selected because it ranked substantially superior inall categories, including lower costs over
any potential program period.
RESOURCE IMPACT
Funding for the program exists in the Resource Management Operating Budget of the Gas
Distribution Business Unit (GDBU).
POLICY IMPLICATIONS
This recommendation does not represent any change to existing City policies.
CMR:229:99 Page 2 of 3
ENVIRONMENTAL REVIEW ~ -
Approval of the contract does not constitute a project under the California Environmental
Quality Act (CEQA).
ATTACHMENTS
Attachment A - Contract
Prepared by:Blake Heitzman
Manager, Competitive Assessment
DEPARTMENT HEAD:
CITY MANAGER APPROVAL:.
of Utilities
Assistant City Manager
CMR:229:99 Page 3 of 3
CONTRACT NO.
BETWEEN THE CITY OF PALO ALTO AND
INTERSTATE GAS SERVICES
FOR CONSULTING SERVICES
This Contract No.is entered into ,
by and between the CITY OF P~LO ALTO, a chartere~d city and a
municipal corporation of the~ State of California (’iCITY"), and
INTERSTATE GAS SERVICES, INC., a California Corporation, located at
5776 Stoneridge Mall Road, Suite 230, Pleasanton, CA 94588
("CONSULTANT").
RECITALS:
WHEREAS, CITY desires certain professional consulting
services ("Services") and the preparation and delivery of, without
limitation, one_ormoge sets of documents, drawings, maps, plans,
designs, data, calculations, surveys, specifications, schedules or
other writings ("Deliverables") (Services and Deliverables are,
collectively, the "Project"), as more fully described in Exhibit
"A"; and
WHEREAS, CITY desires to engage CONSULTANT, including its
employees, if any, in providing the Services by reason of its
qualifications and experience in performing the Services, and
CONSULTANT has offered to complete the Project 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, and will terminate on the end of the business
day of June 30, 2000 unless this Contract is earlier terminated by
CITY. Upon the receipt of CITY’s notice to proceed, CONSULTANT
will commence work-~n the initial and subsequent Projec~ tasks in’
accordance with the time schedule set forth in Exhibit ~A". Time
is of the essence of this Contract. CITY’s city manager will have
the option of extending for two additional one-year terms. This
provision will not preclude the recovery of damages for delay
caused by CONSULTANT.
SECTION 2.SCOPE OF PROJECT; CHANGES & CORRECTIONS
2.1 The scope of Services and Deliverables constituting
the Project will be performed, delivered or executed by CONSULTANT
under the phases of the Basic Services as described below.
2.2 CITY may order substantial changes in the scope or
character of the Basic Services, the Deliverables, or the Project,
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1
either decreasing or increasing the amount of work required of
CONSULTANT. In the event that such changes are ordered, subject to
the approval of CITY’s City Council, as may be required, CONSULTANT
will be entitled to full compensation for all work performed prior
to CONSULTANT’s receipt of the notice of change and further will be
entitled to an extension of the time schedule. Any increase in
compensation for substantial changes will be determined in
accordance with the provisions of this Contract. CITY will not be
liable for the cost or paymen£~ of any change in work, unless the
amount of additional compensation attributable to the change in
work is agreed to, in wrih-ing, by CITY before CONSULTANT commences
the performance of any such change in work.
2.3 Where the Project entails the drafting and
submission of Deliverables, for example, construction plans,
drawings, and specifications, any and all errors, omissions, or
ambiguities in the Deliverables, which are discovered by CITY
before invitations to bid on a construction project (for which the
Deliverables are required) are distributed by CITY, will be
corrected by CONSULTANT at no cost to CITY,~ provided CITY gives
notice to CONSULTANT.
2.4 Any and all errors, omissions, or ambiguities in the
Deliverables, which are discovered by CITY after the construction
contract is awarded by CITY, will be performed by CONSULTANT, as
follows: (a) at no cost tO CITY insofar as those Services,
including the Basic Services or the Additional Services, as
described below, or both, will result in minor or nonbeneficial
changes in the construction work required of the construction
contractor; or (b) at CITY’s cost insofar as those Services,
including the Basic Services or the Additional Services, or both,
will add a direct and substantial benefit to the construction work
required of the construction contractor. The project manager in
the reasonable exercise of his or her discretion will determine
whetherthe Basic Services or the Additional Services, or both,
will contribute minor _or substantial benefit to the construction
work.
SECTION 3.
CONSULTANT
QUALIFICATIONS, STATUS, AND DUTIES OF
3.1 CONSULTANT represents and warrants that it has the
expertise and professional qualifications to furnish or cause to be
furnished the Services and Deliverables. CONSULTANT further
represents and warrants that the project director and every
individual, including any consultant (including contractors),
charged with the performance of the Services 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, and
that the Project wil! be executed by them or under their
.supervision. CONSULTANT will furnish to CITY for approval, prior
to execution of this Contract, a list of al! indivfduals and the
names of their employers or principals to be emp!oyed as
CONSULTANTS. ~
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2
3.2 In reliance on the representations and warranties
set forth in this Contract, CITY hires CONSULTANT to execute, and
CONSULTANT covenants and agrees that it will execute or cause to be
executed, the Project.
3.3 CONSULTANT will assign Mr. Mark Baldwin as the
project director to have supervisory responsibility for the
performance, progress, and execution of the Project. Mr. Rich Hall
will be assigned as the proje~ct coordinator who will represent
CONSULTANT during the ¢gy-to-day work on the Project. If
circumstances or conditions. subsequent to the execution of this
Contract cause the substitution of the project director or project~
coordinator for any reason, the appointment of a substitute project
director or substitute project coordinator will be subject to the
prior written approval of the project manager.
3.4 CONSULTANT represents and warrants that it will
execute the duties described in Exhibit "A", and:
3.4.1 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 Project;
3.4.2 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 and any materials used in CONSULTANT’s
performance of the Services;
3.4.3 At all times observe and comply with, and cause
its employees 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
3.4.4 Will report imn~ediately 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 the Deliverables.
3.5 Any Deliverables given to, or prepared or assembled
by, CONSULTANT or its consultants, if any, under this Contract will
become the property of CITY and will not be made available to any
individual or organization by CONSULTANT or its consultants, if
any, without the prior written approval of the city manager.
3.6 CONSULTANT will provide CITY with four(4) copies of
any documents which are a part of the Deliverables upon their
completion and.acceptance by CITY.
3.7 If CITY requests additional copies of any documents
-which are a part of the Deliverables~ CONSULTANT wil! provide such
additional copies and CITY will compensate CONSULTANT for its
duplicating costs.
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3.8 CONSULTANT will be responsible for employing or
engaging all persons necessary to execute the Project. All
consultants of CONSULTANT will be deemed to be directly controlled
and supervised by CONSULTANT, which will be responsible for their
performance. If any employee or consultant of CONSULTANT fails or
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 consultant will be discharged immediately from further
performance under this Contrao[ on demand of the project manager.
3.9 In the execution of the Project, CONSULTANT and its
consultants, if any, will at all times be considered independent
contractors and not agents or employees of CITY.
3.10 CONSULTANT will perform or obtain or cause to be
performed or obtained any and all of the following Additional
Services, not included under the Basic Services, if so authorized,
in writing, by CITY:
3.10.1 Providing services as an expert witness in
connection with any public hearing or meeting, arbitration
proceeding,or proceeding of a court of record;
3.10.2 Incurring travel and subsistence expenses for
CONSULTANT and its staff beyond those normally required under the
Basic Services;
3.10.3 Performing any other Additional Services that
may be agreed upon by the parties subsequent to the execution of
this Contract; and
3.10.4 Other Additional Services now or hereafter
described in Exhibit ~A" to this Contract.
3.11 CONSULTANT will be~responsible for employing
all consultants deemed necessary to assist CONSULTANT in the
performance of the Services. The appointment of consultants must
be approved, in advance, by CITY, in writing, and must remain
acceptable to CITY during the term of this Contract.
SECTION 4. DUTIES OF CITY
4.1 CITY will furnish or cause to be furnished the
services listed in Exhibit "A" and such information regarding its
requirements applicable to the Project as may be reasonably
requested by CONSULTANT.
4.2 CITY will review and approve, as necessary, in a
timely manner the Deliverables and each phase of work performed by
CONSULTANT. CITY’s estimated time of review and approval will be-
furnished to CONSULTT~NT at the time of submission of~each phase of
work. CONSULTANT acknowledges and understands that the
interrelated exchange of information among CITY’s various
departments makes it extremely difficult for CITY to firmly
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establish the time of each review and approval task. CITY’s
failure to review and approve within the estimated time schedule
will not constitute a default under this Contract.
4.3 The city manager will represent CITY for all
purposes under this Contract. Blake ~Heitzman or the Manager of
Competitive Assessment is designated as the project manager for the
city manager. The project manager will supervise the performance,
progress, and execution of the~roject.
4.4 If CITY observes or otherwise becomes aware of any
default in the performance of CONSULTANT, CITY will.use reasonable
efforts to give written notice thereof to CONSULTANT in a timely
manner.
SECTION 5. COMPENSATION
5.1 CITY will compensate CONSULTANT according to the
attached Exhibit "B".
5.1.1 In consideration of the full performance of the
Basic Services, including any authorized reimbursable expenses,
CITY will pay CONSULTANT a fee not to exceed Fifty-Five Thousand
Five Hundred Dollars ($55,500.00). The amount of compensation will
be calculated in accordance with the hourly rate schedule set forth
in Exhibit "B", on a time and materials basis, up to the maximum
amount set forth in this Section. the fees of the consultants, who
have direct contractual relationships with CONSULTANT, will be
approved, in advance, by CITY. CITY reserves the right to refuse
payment of such fees, if such prior approval is not obtained by
CONSULTANT.
5.1.2 In consideration of the full performance of
Additional Services, the amount of compensation set forth in
Exhibit "B" will not exceed Nineteen Thousand Five Hundred Dollars
($19,500.00). An employee’s time will be computed at a multiple of
one (i) times the employee’s direct personnel expense described
below. The rate’schedules may be updated by CONSULTANT only once
each calendar year, and the rate schedules will not become
effective for purposes of this Contract, unless and until
CONSULTANT gives CITY thirty (30) days’ prior written notice of. the
effective date of any rgvised rate schedule.
5.1.3 The full payment of charges for extra work or
changes, or both, in the execution of the Project will be made,
provided such request for payment is initiated by CONSULTANT and
authorized, in writing, by the project manager. Payment will be
.made within thirty (30) days of submission by CONSULTANT of a
statement, in triplicate, of itemized costs covering such work or
changes, or both. Prior to commencing such extra work or changes,
or both, the parties will agree upon an estimated maximum cost for
such extra work or changes. CONSULTANT will not be paid for extra
work or changes, including, without limitation, any design work or
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change order preparation, which is made necessary on account of
CONSULTANT’s errors, omissions, or oversights.
5.1.4 Direct personnel expense of employees assigned
to the execution of the Project by CONSULTANT will include only the
work of architects, engineers, designers, job captains, surveyors,
draftspersons, specification writers and typists, in consultation,
research and design, work in producing drawings, specifications and
other documents pertaining to ~he Project,rand in services rendered
during construction at the site, to the extent such services are
expressly contemplated under this Contract. Inciuded in the cost
of direct personnel expense of these employees are salaries and
mandatory and customary benefits such as statutory employee
benefits, insurance, sick leave, holidays and vacations, pensions
and similar benefits.
5.2 The schedule of payments will be made as follows:
5.2.1 Payment of the Basic Services will be made in
monthly progress payments in proportion to the quantum of services
performed, or in accordance with ~any other schedule of payment
mutually agreed upon by the parties, as set forth in Exhibit "B",
or within thirty (30) days of submission, in triplicate, of such
requests if a schedule of payment is not specified. Final payment
will be made by CITY after CONSULTANT has submitted all
Deliverables, including, without limitation, reports which have
been approved by the project manager.
5.2.2 ~a~nent of the Additional Services will be
made in monthly progress payments for services rendered, within
thirty (30) days of submission, in triplicate, of such requests.
5.2.3 No deduction~ will be. made from CONSULTANT’s
-compensation on account of penalties, liquidated damages} .or Other
sums withheld by CITY from payments to general contractors.
SECTION 6.ACCOUNTING, AUDITS, OWNERSHIP OF RECORDS
6.1 Records of the direct personnel expenses and
expenses incurred in connection with the performance of Basic
Services and Additional Services pertaining to the project will be
prepared, maintained~ and retained by CONSULTANT in accordance with
generally accepted accounting principles and will be made available
to CITY for auditing purposes at mutually convenient times during
the term of this Contract and for three (3) years following the
expiration or earlier termination of this Contract.
6.2 The originals of the Deliverables prepared by or
under the direction of CONSULTANT in the performance of this~
Contract will become the property of CITY irrespective of whether
the Project is completed upon CITY’s payment of the amounts
required to be paid to CONSULTANT. These originals will be
delivered to CITY without additional compensation. CITY will have
the right to utilize any final and incomplete drawings, estimates,
specifications, and any other documents ~prepared hereunder by
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CONSULTANT, but CONSULTANT disclaims any ~responsibility or
liability for any alterations or modifications of such documents.
SECTION 7.INDEMNITY
7.1 CONSULTANT 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 CONSULTANT’s, its
officers’, agents’, consultants’ or employees’ negligent acts,
errors, ~or omissions, or willful misconduct, or conduct for which
applicable law may impose strict liability on CONSULTANT in the
performance of or failure to perform its obligations under this
Contract.
SECTION 8. WAIVERS
8.1 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 such covenant, term, condition,
provision, ordinance, or law or of any subsequent breach or
violation of the same or of any other covenant, term, 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~a~y covenant, term, condition or provision of
this Contract or of any applicable law or ordinance.
8.2 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 9. INSURANCE
9.1 CONSULTANT, 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 CONSULTANT and its consultants, if any, but also,
with the exception of workers’ compensition, employer’s liability
and professional liability insurance, naming CITY as an additional
insured concerning CONSULTANT’s performance under this Contract.
9.2 All insurance coverage required hereunder will be
provided through carriers with Best’s Key Rating Guide ratings of
A:VII or higher which are admitted to transact insurance business
in the State of California. Any and all consultants of CONSULTANT
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.
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9.3 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
the 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 insure~ 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.
9.4 The procuring of such required policy or policies
of insurance will not be construed to limit CONSULTANT’s liability
hereunder nor to fulfill the indemnification provisions of this
Contract. Notwithstanding the policy or policies of insurance,
CONSULTANT 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 I0. WORKERS’ COMPENSATION
i0.I CONSULTANT,- 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 wil! comply with such provisions, as applicable, before
commencing the performance of the Project.
PROJECT
SECTION II.TERMINATION OR SUSPENSION OF CONTRACT OR
Ii.i The city manager may suspend the execution of th~
Project, in whole or in part, or terminate this Contract, with or
without cause, by giving thirty (30) days’ prior written notice
thereof to CONSULTANT, or immediately after submission to CITY by
CONSULTANT of any completed item of Basic Services. Upon receipt
of such notice, CONSULTANT will immediately discontinue its
performance under this Contract.
_11.2 _CONSULTANT may terminate this Contract or suspend
its execution of the Project by giving thgrty (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 Basic Services or the execution of the Project.
11.3 Upon such suspension or termination by CITY/
CONSULTANT will be compensated for the Basic Services and
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Additional Services performed and Deliverables received and
approved prior to receipt of written notice from CITY of such
suspension or abandonment, together with authorized additional and
reimbursable expenses then due. If the Project is resumed after it
has been suspended for more than 180 days, any change in
CONSULTANT’s compensation will be subject to renegotiation and, if
necessary, approval of CITY’s City Council. If this Contract is
suspended or terminated on account of a default by CONSULTANT, CITY
will be obligated to compensatei7~ONSULTANT only for that portion of
CONSULTANT’s services which are of direct and immediate benefit to
CITY, as such determination may be made by the city manager in the
reasonable exercise of her discretion.
11.4 In the event of termination of this Contract or
suspension of work on the Project by CITY where CONSULTANT is not
in default, CONSULTANT will receive compensation as follows:
11.4..1 For approved items of services, CONSULTANT~ill
be compensated for each item of service fully performed in the
amounts authorized under this Contract.
11.4.2-- For approved items of services on which a
notice to proceed is issued by CITY, but which are not fully
performed, CONSULTANT will be compensated for each item of service
in an amount which bears the same ratio to the total fee otherwise
payable for the.performance of the service as the quantum of
service actually rendered bears to the services necessary for the
full performance of that item of service.
11.4.3 The total compensation payable under the
preceding paragraphs of this Section will not exceed the payment
specified under Section 5 for the respective items of service to be
furnished by CONSULTANT.
11.5 Upon such suspension or termination, CONSULTANT
will deliver to the city manager immediately any and all copies of
the Deliverables,’whether or not completed, prepared by CONSULTANT
or its consultants, if any, or given to CONSULTANT or its
consultants, if any, in connection with this Contract. Such
materials will become the property of CITY.
~ iI.6 The failure of CITY to agree with CONSULTANT’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 t-he-part
of CONSULTANT to fulfill its obligations under this Contract.
SECTION 12. ASSIGNMENT
12.1 This Contract is for the personal services of
coNSULTANT, therefore, CONSULTANT 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
writ-ten consent of CITY. A consent to one assignment will not be
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deemed to be a consent to any subsequent assignment. Any
assignment made without the approval of CITY 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 13. NOTICES
13.1 All notices hereunder will be given, in writing,
and mailed, postage prepaid,Pby certified mail,_addressed as
follows:
To CITY:Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
To CONSULTANT: Mark Baldwin
.5776 Stoneridge’Mall Road, Suite 230
Pleasanton, CA 9458~
Telephone: (925)~-~~
Fax: (925) 469-6766
SECTION 14. CONFLICT OF INTEREST
14.1 In accepting this Contract, CONSULTANT 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. --
14.2 CONSULTANT further covenants that, in the
performance of this Contract, it wili not employ contractors or
persons having such an interest mentioned above. CONSULTANT
certiffes that no one 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 15. NONDISCRIMINATION
15.1 As set forth in the Palo Alto Municipal Code, no
discrimination will be made in the e~p!oyment of persons under this
Contract because of the age, race, color, national origin,
ancestry, religion, disability, sexual preference or gender of such
person. If the value of this Contract is, or may be, five thousand
dollars ($5,000) or more, CONSULTANT agrees to meet all
requirements of the Palo Alto Municipal Code pertaining to
nondiscgimination in employment, including completing the requisite
form furnished by CITY and set forth in Exhibit "D".
15.2 CONSULTANT agrees that each contract for services
from independent providers will contain a provision substantially
as follows:
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10
"[Name of Provider] will provide CONSULTANT
with a certificate stating that [Name of
Provider] is currently in compliance with all
Federal and State of California laws covering
nondiscrimination in employment; 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, F ancestry, religion,
disability, sexual preference~ or gender of
such person."
15.3 If CONSULTANT 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 t~is 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
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.
15.4 If CONSULTANT is found in default of the
nondiscrimination provisions of this Contract, CONSULTANT 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 CONSULTANT the sum of
two hundred fifty dollars ($250) for each calendar day during which
CONSULTANT is not in compliance with this provision as damages for
breach of contract, or both.
SECTION 16. MISCELLANEOUS PROVISIONS
16.1 CONSULTANT represents and warrants that it has
knowledge of the requirements of the federal Americans with
Disabilities Act of 1990, and the Government Code and the Health
and Safety Code of-~he state of California, relating to.access to
¯ public buildings and accommodations for disabled persons, and
relating to facilities for disabled persons. CONSULTANT will
comply with or ensure by its advige that compliance with such
provisions will be effected pursuant tO the terms of this Contract.
16.2 Upon the agreement of the parties, any controversy
or claim arising out of or relating to this Contract may be settled
by arbitration in accordance with the Rules of the American
Arbitra£ion Association, and judgment upon the award rendered by
the Arbitrators may be entered in any court having jurisdiction
thereof.
16.3 This Contract will be governed by the laws of the
State of California, excluding its conflicts of law.
990415 syn 0071607
16.4 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.
16.5 The prevailing party in any action brought to
enforce the terms of this Contract or arising out of this Contract
may recover its reasonable costs and attorneys’ fees expended in
connection with that action.
16.6 This document represents the entire and integrated
Contract between the parties and supersedes all prior negotiations,
representations, and contracts, either written or oral. This
document may be amended only by a written instrument, which is
signed by the parties.
16.7 All provisions of this Contract, whether covenants
or conditions, will be deemed to be both covenants and conditions.
16.8 The covenants, terms, conditions and provisions of
this Contract will apply to, and will bind, the heirs, successors,
executors, administrators, assignees, and consultants, as the case
may be, of the parties.
16.9 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.
16.10 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.
16.11 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.
16.12 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. 16.12 will 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-bytheir duly
authorized representatives executed this Contract on the date~first
above written. -~
990415 syn 13071607
12
ATTEST:CITY OF. PALO A~TO
City Clerk Mayor
APPROVED AS TO FORM:
Senior Asst. City Attorney
APPROVED:Name:
Assistant City Manager
Director of Administrative
Services
Director of Utilities
Insurance Review
Attachments :
EXHIBIT "A" :
EXHIBIT "B" :
EXHIBIT "C" :
EXHIBIT "D" :
Title: A~/bJC.,. ~3~-~+~/.
Taxpayer Identification No.
94-3179491
(Compliance with Corp. Code § 313 is
required if the entity on whose behalf
this contract is signed is a corporation.
In the alternative, a certified corporate
resolution attesting to the signatory
authority of the individuals signing in
their respective capacities is acceptable)
SCOPE OF PROJECT &TIME SCHEDULE
RATE SCHEDULE
INSURANCE
NONDISCRIMINATION COMPLIANCE FORM
13
990415 syn 0071607
Exhibit "A"
Scope of Services and Time Schedule
Scope of Services:
The scope of services for this contractors provided below. The consultant shall
perform all of the services listed, as required, to implement the-program. __
Basic Services:
The program management duties will include, and may not be limited to:
Review the current gas direct access (GDA) policies, rules, and
procedures with the gas service provider(s) (GSP) and designated
City of Palo Alto Utilities (CPAU) staff.
Ongoing review of the GDA policies, rules, and procedures with the
GSP(s) and CPAU staff to resolve issues and improve program.
Direct Interstate Gas Services (IGS) staff to implement the GDA
program policies, procedures, and rules regarding operations
(scheduled volumes, confirmations, etc.) and imbalance~low Order
penalties.
Develop procedures for program implementation consistent with
CPAU and PG&E rules and operating procedures.
Oversee the education materials for GSP training programs and
review program education materials developed by CPAU staff.
Review program documents to identify potential issues and program
enhancements.
Participate in no more than three (3) half day customer and GSP
meetings, per ph_ase.
Facilitate a meeting with all qualified GSP(s) to review procedures
for GDA program.
Facilitate a meeting with CPAU and PG&E’s operations personnel
prior to implementation to ensure proper authorization and
understandingof roles of Gas Pool Manager and CPAU’s supplier.
Meet with and agree upon a data exchange protocol with CPAU’s
meter data management agent (MDMA) for delivery of GDA
customer meter data on a daily basis.
Establish. a system to aggregate meter data by GSP, and
communication to each GSP.
Adopt an imbalance statement format which is acceptable to Palo
Alto to generate statements by GSP.
Develop Wocess to track ~FOiEFO requests, compliance, penalty
charges, and GSP communication. __
The operational duties will include but may not be limited to:
°Monitor the daily/monthly imbalances.
°Manage and incorporate the daily meter data information from the
MDMA into a format for distribution to the GSPs.
¯Communicate the confirmations, nominations, and scheduled
volumes for all four scheduling cycles to the GSPs.
°Calculate each GSP’s account imbalances on a daily basis to
determine compliance with EFO/EFO within Palo Alto’s direct access
pool on PG&E’s system.
° Manage the daily nomination process for the GDA on the PG&E
system.
Communicate the GDA nominations and meter usage to CPAU’s gas
supplier on a confidential basis to ensure proper balancing on PG&E
system by supplier.
°Perform validations on GSP, average da!ly quantity (ADQ), and
maximum daily quantity MDQ in nomination process.
The accounting and billing duties will include but may not be limited to:
¯Preparing GSP consolidated billing statements for CPAU for
(1) cumulative imbalance position and cash out imbalance charges
and (2) applicable EFO/EFO penalties.
° Consolidate daily imbalance positions into month-to-date by GSP.
The GSP relations duties will include but may not be limited to:
¯Resolving GSP questions concerning imbalances.
°Providing ongoing education to GSP to support the GDA program.
Coordinating the communications between the meter and the GSP.
Act as liaison to GSP marketing personnel for questions regarding
nominations, usage volumes, EFO/EFO conditions/tolerances, and
imbalance charge.s.
Provide contract administration support to operations for validations
on GSP’s customers and MDQs.
Additional Services:
Other duties not specifically listed here, or not foreseen by IGS and Palo Alto as
part of the contracted services may be assigned in writing to IGS by Palo Alto
upon mutual agreement. IGS shall promptly notify Palo Alto prior to commencing
any work that is not within the existing, scope. The cost of such additional
unanticipated duties shall be estimated by IGS based on the hourly fee schedule
listed in Exhibit "B". IGS shall commence such additional work only after
receiving written order by Palo Alto to begin the additional work.
Time Schedule:
1. IGS shall have all systems required for program implementation tested and
functioning prior to August 15th, 1999.
2. IGS shall perform all ongoing service functions in a timely fashion as
-described herein.
Exhibit "B"
Fee Schedule
The following is the comprehensive fee schedule for the work outlined in this
proposal. It is inclusive of all miscellaneous costs (i.e. travel, materials, meals,~
lodging, meetings, etc.) associated with the work outlined in this proposal.
Fees for Basic Services:
1. Setup and Planning Fee: $27,500.
This includes all work to implement the program and shall be invoiced
monthly over the anticipated preparation and start-up period through August
31, 1999.
Operations for the first program year (9)1/1999 - 6/30/2000):
a. $2,500 per month fixed fee for each month of the program operation,
plus
b. $25 per month per GSP participant. (A GSP is defined as a participant if
an Imbalance Statement is generated that month.), plus
c. the following set-up fee for initiating a program participant:
GSP Set-up Fee $100 per new GSP
Customer Account (Meter)Set-up Fee $50 per new meter
This includes all work to_ manage and administer the ongoing operations and
would be invoiced monthly, beginning with the first month of the program.
Fees for Additional Services:-
3. Additional unanticipated duties will be priced at the following hourly rates.
Associated expenses will be billed at cost to the City.
Mark Baldwin .............................................................................$150/hr.
Rich Hall .....................................................................................$150/hr.
All other professional work ...................:..-:..:. ...........................$135/hr.
Other technical work ................................................................$ 80/hr.
Clerical work .............................................................................$ 45/hr.
4
DATE:04/15/99 TIME: 09:30 AM TO: Blake Heitzman @ + (650} 6173140 ~=~. u~-v~
ACORD
FAX (415)397-5530
U/Insurance Services of S.F.
,0 Pine Street, Suite 1700
m Francisco, CA 94111
tn: Rose Pratt Ext:269
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW.
COMPANIES AFFORDING COVERAGE
;URED Interstate Gas Sel~vices
iCOMPANY
Mark Baldwin i Exhibit
5776 Stoneridge ~all. Road, Ste. 230 COMPANYC
P] easanton, CA 94588 I
i COMPANY
THIS IS TO CERTIFY THAT THE POLICIES OF N~URANCE L STED BELOW HAVE BEEN SSUED TO THE NSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWEHSTANDING ANY REQU IREMENT, TERM OR CONDIIION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMES SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
!
TYPE OF INSURANCE "~ POLICY NUMBERFR
GENERAL LIABILITY
COMMERCIAL GENERAL UABIUTY
~ occur 57UUCHQ6210
OWNER’S & CONTRACTOR’S PROT
AUTOMOBILE L~A~L~TY
~ ANY AUTO
ALL OWNED AUTOS
~" SL.~-iEDULED AUTOS
X i HIREDAUTOS
NON-OWNED AUTOSX
i57UUCHQ62~O
GARAGE LIABILITY
! ANY AUTO
EXCESS LIABILITY
: UMBRELLA FORM
OTHER THAN UMBRELLA FORM
WORKERS COMPENSATION ANDEMPLOYERS’ LIABILITY
¯THE PROPRIETOR/
PARTNERS/EXECUTIVE
~ OFFICERS ARE:i ........i EXCLi
’ OTHER
~ESCRIPTION OF OPERATtONS/LOCATIONSNEHICLESiSPECIAL ITEMS
POLICY EFFECTIVE i POUCY EXPIRATION
DATE{MM,DD~0 i DATE{MMtDD/YY)
i07/01/1998 07/01/1999
LIMITS
GENERAL AGGREGATE ! $1,000, O00
.......... oooioooi
PERSONAL & ADV }N JURY ~ $1,000,000,................ ["; .............
nnE D~A~E (~y ~oflre] ~ ~~00,000
,, COMBINED SINGLE UMITi
BOQILY INJURY(Per pe~s~n) -
BODILY INJURY(Per acdcen0
PROFERTY DAMAGE
AUTO ONLY- EA ACCIDENT
~ OTHER THAN AUTO ONLY’
EACH A~X:~ DENT i
! EACH OCCURRENC~E~
i AGGREGATE
EL EAC~ ACODENT ,
~EL DISEASE - POU~ LIMIT
EL DISUSE - EA EMPLOYEE
07/02/2998 07/01/199
he City of Palo Alto; Its officers, agents, and .employees are named as additional insur#d~but only as
o work performed under contract, said coverage will be primary without offset against City’s exsisting
nsurance with other insurance carrier by city being excess insurance only.
Purshasing & Contracts Administration
City of Palo Alto
P.O. Box 10250
Palo Alto,-C~ 94303
SHOULD ANY OFTHE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ~~ MAIL
3 0 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
AUTHORIZED REPRESENTATIVE
Rose Pratt - Account Manager
PART II - CERTIFICATION OF NONDISCRIMINATION
Certification of Nondiscrimination:
Exhibit D
SECTION 410
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 employn~ent with regards to age, race, color, religion,
sex, national origin, ancestry, disability, or sexual preference; that they are -in compliance with
all Federal, State, and local directives and executive orders regarding nondiscrimination in
employment.
Signature:
Title:
Date:
Interstate Gas Servicesr Inc.
(SIGNATURE MUST BE THE SAME SIGNATURE AS APPEARS ON SECTION 305)
President
2/23/99 _
CITY OF PALO ALTO RFP 112397 PAGE 1 OF 1
CERTIFICATE OF ACKNOWLEDGMENT
(Civil Code § 1189)
0~/~I- cIc, ~-~, 1999, before me, the Undersigned, a
Notary Public in and for said County and State, personally appeared
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
~/n aCknowledged to me that~she/they executed the same in
her/their authorized capaclt~y(ies), and that by ~her/their
ature(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.
ignature of Notary ~blid
A~omeda county
14
990415 syn 0071607
CERTIFICATE OF ACKNOWLEDGMENT
(Civil Code § 1189)
COUNTY OF /~zAgzn~)~4-
On .~2~-~z5: 4o --, 1999, before me, the undersigned, a
Notary Public in and for said County and State, personally appeared
, ~to
me orproved 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 ~she/they executed the same in
h/f~/her/their authorized capacity(ies), and that by ~jher/their
s~nature(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.
15
990415 syn 0071607