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HomeMy WebLinkAbout1999-09-13 City Council (12)City of Palo Alto City Manager’s Report TO: FROM: HONORABLE CITY COUNCIL CITY MANAGER DEPARMENT: UTILITIES 10 DATE:SEPTEMBER 13, 1999 CMR:350:99 SUBJECT:AWARD OF CONTRACTS TO RER INC., PACIFIC CONSULTING SERVICES, INC., AND NAVIGANT CONSULTING INC. FOR CONSULTANT SERVICES WITH THE ANNUAL AMOUNT OF $150,000 FOR THREE YEARS RECOMMENDATION Staff recommends that Council: Approve and authorize the Mayor to execute the attached contracts with RER Inc. in the amount of $20,000; Pacific Consulting Services, Inc. in the amount of $50,000; and Navigant Consulting Inc. (formerly Resource Management International, Inc.) in the amount of $80,000 for professional consulting services through June 30th, 2000. Authorize the City Manager or her designee to exercise the option to renew the contracts for up to two additional years, with a total budget of $150,000 each year, provided any proposed contract rate increases are consistent with the Bay Area Consumer Price Index; the contractors are responsive to the City’s needs; and, for each contract that is renewed, the quality of the contractor’s work has been acceptable during the previous year of the contract. DISCUSSION Project Description The work to be performed is for consulting services related to doing business in a competitive environment and the development of programs to meet customer needs such CMR:350:99 Page 1 of 3 as: surveying customer classes, developing new products, expanding the direct access programs, and analyzing new markets. Selection Process Staff sent a request for proposals to 17 firms on May 12, 1999. The firms were given until June 8, 1999 to respond to the request. Eight fuTnS submitted proposals. Proposed hourly fees ranged from $120 to $525 per hour for the highest officer in the companies. Contractors who failed to submit proposals were contacted. Those contacted felt the physical distance from the City would make it difficult for them to work on a continuous basis with the City. A selection advisory committee consisting of the Manager of Competitive Assessment and two Market Analysts 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, relevant experience, location of corporation, and additional related services offered. Follow-up interviews were conducted with 3 firms. Two firrns were selected without interviews because their proposals were superior in their areas of specialty, and staff had substantial work experience with them on several projects over the last three years. RESOURCE IMPACT Funding for the program exists in the Resource Management Operating Budget of the Gas, Electric and Water Distribution Funds. POLICY IMPLICATIONS This recommendation does not represent any change to existing City policies. ENVIRONMENTAL REVIEW Approval of the contract does not constitute a project under the California Environmental Quality Act (CEQA). CMR:350:99 Page 2 of 3 ATTACHMENTS Attachment A -Contract with Regional Economic Research, Inc. Contract with Pacific Consulting Services Contract with Navigant Consulting Inc. Management International, Inc.) (formerly Resource Prepared by: Blake Heitzman, Manager, Competitive Assessment DEPARTMENT HEAD: CITY MANAGER APPROVAL: ULRICH of Utilities Assistant City Manager CMR:350:99 Page 3 of 3 CONTRACT NO. BETWEEN THE CITY OF PALO ALTO AND RER, 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 RER, INC., a California corporation, located at 11236 E1 Camino Real, Suite A, San Diego, CA 92130-2650 ("CONSULTANT"). RECITALS: WHEREAS, CITY desires certain professional consulting services ("Services") and the preparation and delivery of, without limitation, one or more sets of documents, drawings, maps,]plans, designs, data, calculations, surveys, specifi~cations, 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 upon the completion of the Project, unless this Contract is earlier terminated by CITY. Upon the receipt of CITY’s notice to proceed, CONSULTANT will commence work on the initial and subsequent Project tasks in accordance with the time schedule set forth in Exhibit "A". Time is of the essence of this Contract. In the event that the Project is not completed within the time required through any fault of CONSULTANT, 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 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 be!ow. 2.2 CITY may order substantial changes in the scope or character of the Basic Services, the Deliverab!es, or the Project, 990729 syn 0071711 ! either decreasing or increasing the amount of work required of CONSULTANT. In the event that such changes are ordered, subject to the approva! 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 payment of any change in work, unless the amount of additiona! compensation attributable to the change in work is agreed to, in writing, 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, wil! 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 Additiona! 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 substantia! benefit to the construction work required of the construction contractor. The project manager in the reasonable exercise of his or her discretion wil! determine whether the Basic Services or the Additiona! 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 Deiiverables. CONSULTANT further represents and warrants that the project director and every individual, including any consultant (or 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 will be executed by them or under their supervision. CONSULTANT wil! furnish to CITY for approval, prior to execution of this Contract, a list of all individuals andthe names of their emp!oyers or principals to be employed as consultants. 990729 syn 007171 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 Dr. Keith E. Fuller as the project director to have supervisory responsibility for the performance, progress, and execution of the Project. Gary Cavitt will be assigned as the project coordinator who will represent CONSULTANT during the day-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 wil!: 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 Federa!, 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 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 the Deliverables. 3.5 Any De!iverab!es 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 three (3) 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 De!iverab!es, CONSULTANT will provide such additiona! copies and CITY wil! compensate CONSULTANT for its duplicating costs. 990729 s>n 0071711 3.8 CONSULTANT will be responsible for employing or engaging all persons necessary to execute the Project. Al! 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 Contract 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 al! 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 CONSULTANT 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 990729 syn 007171 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 is designated as the project manager for the city manager. The project manager will supervise the performance, progress, and execution of the Project, and will be assisted by Bernard Erlich. 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 for the following services and work: 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 Twenty Thousand Dollars ($20,000). The amount of compensation will be calculated in accordance with the hourly rate schedule set forth in Exhibit "B", on a time and materials basis, up to the maximum amount set forth in this Section. the fees of the consultants, who have direct contractual relationships with CONSULTANT, will be approved, in advance, by CITY. CITY reserves the right to refuse payment of such fees, if such prior approval is not obtained by CONSULTANT. 5.1.2 In consideration of the fu!l performance of Additional Services, the amount of compensation set forth in Exhibit "B" will not exceed -0- dollars ($-0-). An employee’s time wil! be computed at a multiple of one (i) times the emp!oyee’s direct personnel expense described below. The rate schedules may be updated by CONSULTANT only once each calendar year, and the rate schedules wil! 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 revised rateschedule. 5.1.3 The full payment of charges for extra work or changes, or both, in the execution of the Project wil! 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 wil! 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 change order preparation, which is made necessary on account of CONSULTANT’s errors, omissions, or oversights. 990729 syn 007171 5.1.4 Direct personnel expense of employees assigned to the execution of the Project by CONSULTANT wil! 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 the Project, and in services rendered during ~construction at the site, to the extent such services are expressly contemplated under this Contract. Included 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 agre@d 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 De!iverables, including, without limitation, reports which have been approved by the project manager. 5.2.2 Payment 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 deductions will be made from CONSULTANT’s° compensation on account of penalties, liquidated damages, or other sums withheld by CITY from payments to genera! 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 wil! be prepared, maintained, and retained by CONSULTANT in accordance with generally accepted accounting principles and wil! 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 Deliverab!es 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 CONSULTANT, but CONSULTANT disclaims any responsibility or liability for any alterations or modifications of such documents. 990729 syn 0071711 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 wil! not be deemed to be a waiver of any preceding breach or violation by the other party of any 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 ful! force and effect during the term of this Contract, the insurance coverage described in Exhibit "C", insuring not only CONSULTANT and its consultants, i{ any, but also, with the exception of workers’ compensation, employer’s liability and professiona! 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 ful! force and effect during the term of this Contract, identical insurance coverage, naming CITY as an additiona! insured under such policies as required above. 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 wil! be subject to the approva! of CITY’s risk manager and wil! contain an 990729 syn 007!7! 1 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 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. 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 tota! 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 will comply with such provisions, as applicable, before commencing the performance of the Project. PROJECT SECTION !I.TERMINATION OR SUSPENSION OF CONTRACT OR II.! The city manager may suspend the execution of the Project, in whole or in part, or terminate this Contract, with or without cause, by giving thirty (30) days’ prior written notice thereof to CONSULT.~NT, or immediately after submission to CITY by CONSULTANT of any completed item of Basic Services. Upon receipt of such notice, CONSULTANT wil! immediately discontinue its performance under this Contract. 11.2 CONSULTANT may terminate this Contract or suspend its execution of the Project by g±ving 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 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 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 990729 syn 007171 8 has been suspended for more than 18 0 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 compensate CONSULTANT 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 wil! receive compensation as follows: 11.4.1 For approved items of services, CONSULTANT will 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 tota! 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 al! 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. 11.6 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 the 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 written consent of CITY. A consent to one assignment wil! not be deemed to be a consent to any subsequent assignment. Any assignment made without the approva! of CITY wil! 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. 990729 s.vn 0071711 9 SECTION,,,,13. ,NOTICES 13.1 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 To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 14. CONFLICT OF INTEREST 14.1 In accepting this Contract, CONSULTANT covenants that it presently has no interest, and wil! 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 will not employ contractors or persons having such an interest mentioned above. CONSULTANT certifies 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 Municipa! 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 employment of persons under this Contract because of the age, race, color, nationa! origin, ancestry, religion, disability, sexua! 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 nondiscrimination in employment, including completing the requisite form furnished by CITY and set forth in Exhibit "D". 990729 syn 007171 I 10 15.2 CONSULTANT agrees that each contract for services from independent providers will contain a provision substantially as follows: "[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, 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 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 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 the State of California, relating to access to public buildings and accommodations for disabled persons, and relating to facilities for disabled persons. CONSULTANT wil! comply with or ensure by its advice that compliance with such provisions wil! 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 Arbitration Association, and judgment upon the award rendered by 990729 syn 0071711 I! 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. 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 fisca! year, or (b) at any time within a fisca! year in the event that funds are only appropriated for a portion of the fisca! year and funds for this Contract are no !onger available. This Section 16.12 will take precedence in the event of 990729 syn 00717I ! 12 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. APPROVED AS TO FORM:CITY OF PALO ALTO Senior Asst. City Attorney APPROVED: Director of Utilities Director of Administrative Services Risk Manager Assistant City Manager RER, INC. Name: Frederick D. Sebold Title: President/Chief Financial Officer Nam!..J.-- ~ ’~ --Stuart McMenamin Title:Senior Vice President Taxpayer Identification No. 33-0179237 Attachments: EXHIBIT "A": EXHIBIT "B": EXHIBIT "C": EXHIBIT "D": (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 990729 syn 0071711 13 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF COUNTY OF On ~gr ~, 1999, before me, the undersigned, a Notary Public in and for said County and State, personally appeared , 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. ~..~C h~r i s-"~t o’p h~e r~’~B"~ R o~" Comm. ~1100645 NOTARY PUBLIC- CALIFORNIASAN DIEGO COUN~ Comm Exp. June 13. 2000 Signatdre of Notary Public 990729 syn 007171 14 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) COUNTY OF ~!-~ -{r~ ) ) ss. ) On~ ~,~’d~5~ ’?~ , 1999, before me, the undersigned, a Notary Pub~i .~i~ aqd for said County and State, personally appeared , 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. Christopher Barton Comm. #1100645 NOTARY PUBLIC- CALIFORNIASAN ~EGO COUN~Comm Exp. June 13. ~000 Si@na~ure of Notary Public 990729 syn 007171 15 Exhibit A for RER 1.0 .SCOPE OF SERVICES The City contemplates entering into professional services contracts with one or more consultants. Each such contract will define the range of activities that the City might request the Consultant to perform. Assignments will be made on an as- needed basis by the City’s Project Manager or his designee. The term of the contract will be for one year and may be renewed for two additional years by mutual agreement. Each Consultant responding to this RFP should specify which of the following services are being offered. It is not required that each Consultant offer all services. However, proposals should fully describe capabilities and experienc.e in each skill area for which services are being offered. A. Utility Market Analysis and Related Services Consultant shall provide the following market analysis and related services as requested by the Project Manager. A1. Forecasting Services: This service is presently considered to be an essential service: The Consultant may be requested to assist with forecasting for electricity, natural gas, and water. Advanced probabilistic and stochastic models may be required. Short term forecasts for gas, electric and price may be required for specific customer classes. Forecast windows may be 20 years, 10 years, 1 year, 1 month, or day ahead by the hour. Forecasting skills may include, but are not limited to: Development of dynamic regression models Monte Carlo simulations or Neural Net using City of Palo Alto Utilities selected forecasting software packages. Development ofprobabalistic forecasts using EXCEL add-ins. Development of stochastic forecasting models using Monte Carlo simulations. Development of appropriate and defensible methods and data sets. Development of analysis of sensitive variables and correlations. Development of demand forecast models for new products and services. Development of market share forecast models. Statistical analysis of results, written and oral reporting of results with conclusions and appropriate recommendations in a concise, understandable, and convincing manner. Assess model risk and its impact on earnings (i.e., earnings at risk). A2. Customer Surveying Services: This service is presently considered to be an essential service. Competitive Assessment is responsible for investigating, analyzing and reporting to upper management important market information about Utilities customers, individually, by segment, or in aggregate. Possible Consultant services in this area would include: Development of scientifically useful and appropriate survey instruments including conjoint and discrete choice surveying techniques. Scientific and appropriate selection of customers for sure, eying. Appropriate professional and defensible polling of customers through: focus groups, phone surveys, written instruments, 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 sure’eying should demonstrate a breadth of experience and expertise in those sereices listed here as well as other relevant expertise and experience that is representative of the proposer’s ability. A3. Miscellaneous Training: Provide training of staff in any of the above activity groups. 2.0 TASK ASSIGNMENT PROCEDURE Selection of Consultant does not ensure 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 such 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 reques’~d 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. 3.0 TIME SCHEDULE The term of this contract is from date of execution to June 30, 2000. This contract may be renewed, upon mutual agreement, for t~vo additional one-year periods. Exhibit B for RER 4 Fee Schedule Table 4-1" Fully Loaded Hourly Rates Senior Project Manager Keith Fuller $158 Project Manager $135Gary Cavitt Alan Fields Pat Lilly Frank Monforte [~Iark QuanISenior Analyst $ ! 00 Analyst II Jennifer Smead $75 Analyst I Paige Schaefer $60 Brenda Gettig Administrative Assistance $50 I* Cost of Living adjustment will be applied on July 1, 2000, and July 1, 2001. Fee Schedule 4-] I /’~ THE INSURANCE STORE INC.¯" DBA_:THE GENERAL STORE INS AQY .~’231 I~ MAIN ST EL CAJON CA 92020 REGIONAL ECONOMIC RESEARCH INC 12520 HIGH BLUFF DR /220 SAN DIEGO CA 921302062 AU6 1 1 1998 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATIONONLY AND CONFERS NO RIGHTS UPON THE CERTIRCATE HOLDER. THIS CERTIRCATE DOES NOT AMEND, EXTEND ORALTER THE COVERAGE AFFORDI~D BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE GOLDEN EAGLE INS CORP IS IS TO CERT1FY THAT THE POUCIES OF INSURANCE USTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PF_P, JOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDmON OF ANY C~T CH::{ OTHER DOCUMENT WITH RESPECT TO WHICH THIS CEFmRCATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN LS SUBJECT TO ALL THE TERMS,IE~.CLUSIONS AND CONDmONS OF SUCH POUCIF-~. ,uMn~ ~;HOVCN MAY HAVE ~EEN F~..DUOED BY PAID CLA~M~. 08/07/98 08/07199 Exhibit D PART II - CERTIFICATION OF NONDISCRIMINATION 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 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. First Officer: Signature: Title: Frederick D. Sebold ~AME SIGNATURE AS WILL APPEAR ON CONTRACT) President/Chief Financial Officer J. Stuart McMenaminSecond O~cer: Signature: Title: SNATURE MUST BE THE SAME SIGNATURE AS WILL APPEAR ON CONTRACT) Senior Vice President CITY OF PALO ALTO RFP115977 PAGE 1 OF 1 CONTRACT NO. BETWEEN THE CITY OF PALO ALTO AND PACIFIC CONSULTING SERVICES, 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 PACIFIC CONSULTING SERVICES, INC., a California corporation, located at 1320 Solano Avenue, Suite 203, Albany, CA 94706 ("CONSULTANT"). RECITALS: WHEREAS, CITY desires certain professional consulting services (~Services") and the preparation and delivery of, without limitation, one or more 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 This Contract will commence on the date of its execution by CITY, and will terminate upon the completion of the Project, unless this Contract is earlier terminated by CITY. Upon the receipt of CITY’s notice to proceed, CONSULTANT will commence work on the initial and subsequent Project tasks in accordance with the time schedule set forth in Exhibit "A". Time is of the essence of this Contract. In the event that the Project is not completed within the time required through any fault of CONSULTANT, 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 CONSULTANT. SECTION 2.SCOPE OF PROJECT; CHANGES & CORRECTIONS 2.1 The scope of Services and Deliverables constituting the Project wil! 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, 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 payment of any change in work, unless the amount of additional compensation attributable to the change in work is agreed to, in writing, 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, wil! be corrected by CONSULTANT at no cost to CITY, provided CITY gives notice to CONSULTANT. 2.4 Any and a!l 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 wil! determine whether the 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 De!iverables. CONSULTANT further represents and warrants that the project director and every individual, including any consultant (or 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 will be executed by them or under their supervision. CONSULTANT wil! furnish to CITY for approva!, prior to execution of 990729 syn 007171 2 this Contract, a list of all individuals and the names of their employers or principals to be employed as consultants. 3.Y2_~ 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 Patrice Ignelzi as the project director to have supervisory responsibility/~cur~ the performance, progress, and execution of the Project. @ri~Mast~f.~z. will be assigned as the project coordinator who will~r-el~reg~rt"- CONSULTANT during the day-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: 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 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 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 three (3) copies of any documents which are a part of the Deliverables upon their completion and acceptance by CITY., 990729 syn 0071711 3.7 If CITY requests additional copies of any documents which are a part of the Deliverables, CONSULTANT will provide such additional copies and CITY will compensate CONSULTANT for its duplicating costs. 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 Contract 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 approye, as necessary, in a timely manner the De!iverables and each phase of work performed by 990729 syn 0071711 4 CONSULTANT. CITY’S estimated time of review and approval will be furnished to CONSULTANT 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 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 is designated as the project manager for the city manager. The project manager will supervise the performance, progress, and execution of the Project, and will be assisted by Bernard Erlich. 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 for the following services and work: 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 Thousand Dollars ($50,000). The amount of compensation will be calculated in accordance with the hourly rate schedule set forth in Exhibit "B", on a time and materials basis, up to the maximum amount set forth in this Section. the fees of the consultants, who have direct contractual relationships with CONSULTANT, will be approved, in advance, by CITY. CITY reserves the right to refuse payment of such fees, if such prior approval is not obtained by CONSULTANT. 5.1.2 In consideration of the ful! performance of Additional Services, the amount of compensation set forth in Exhibit "B" wil! not exceed -0- dollars ($-0-). An employee’s time will be computed at a multiple of one (I) times the emp!oyee’s direct personnel expense described below. The raze 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 revised 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, 990729 syn 007171 5 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 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 wil! 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 the Project, and in services rendered during construction at the site, to the extent such services are expressly contemplated under this Contract. Included in the cost of direct personne! 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 Payment 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 deductions .wil! 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 fol!owing 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 990729 syn 0071711 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 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 wil! 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 any 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 wil! 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, wil! 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’ compensation, 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 990729 syn 007171 7 Contract,identical insurance coverage, naming CITY as additional insured under such policies as required above. an 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 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. 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’ COMP.ENSATION 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 I!. TERMINATION OR SUSPENSION OF CONTRACT OR !i.i The city manager may suspend the execution of the 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 thirty (30) days’ prior written notice thereof to CITY, but only in the event of a substantia! 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. 990729 syn 00717 t ! 11.3 Upon such suspension or termination by CITY, CONSULTANT will be compensated for the Basic Services and 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 compensate CONSULTANT 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 will 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 terminazion, 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. 11.6 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 the part of CONSULTANT to fulfil! 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 990729 syn 0071711 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 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, 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 To CONSULTANT: Attention of the project, director at the address of CONSULTANT recited above 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 will not employ contractors or persons having such an interest mentioned above. CONSULTANT certifies 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 employment of persons under this Contract because of the age, race, color, nationa! 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 nondiscrimination in employment, including completing the requisite form furnished by CITY and set forth in Exhibit "D". 990729 syn 0071711 i0 15.2 CONSULTANT agrees that each contract for services from independent providers will contain a provision substantially as follows: "[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, 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 Federa! 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 cance! 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 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 the 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 advice 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 Arbitration Association, and judgment upon the award rendered by 990729 syn 007171 I 11 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. 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 wil! remain in ful! 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 wil! 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 Pa!o Alto and the Palo Alto Municipal Code. This Contract wil! 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 fisca! year and funds for this Contract are no longer available. This Section 16.12 will take precedence in the event of 990729 syn 007171 ! 12 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 Mayor APPROVED AS TO FORM: Senior Asst. City Attorney APPROVED: Assistant City Manager Director of Administrative Services Director of Utilities PACIFIC CONSULTING SERVICES, INC. By: Name: Title: Title: _ Risk Manager Taxpayer Identification NO o Attachments : EXHIBIT "A" : EXHIBIT "B" : EXHIBIT "C" : EXHIBIT "D" : (Compliance with Co!-p.. Co’de § 313 is re_quired if the entity on whose behalf this contract is signe~ 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 R_ATE SCHEDULE INSURANCE NONDISCRIMINATION COMPLIANCE FORM 990729 syn 007|711 13 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF California ) ) ss. COUNTY OF Alameda ) On 8/30 , 1999, before me, the undersigned, a Notary Public in and for said County and State, .personally appearedfK~,X~MX~MXXuPatrice Carol Igneli~ersonally known to me or proved to me on th~basis of satisfactory evidence to be the person(s) whose name(s)(isTare subsc.~rjbed to the within instrument and ~acknowledged to me~-that he/~h~/they executed the same in his h~£/their authorized capacity(le~-~s), and that by his~Ttheir signature(s) on the instrument the person(s), or the envy upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Si9nat~re of Nota.~ Public 990729 syn 0071711 14 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) CaliforniaSTATE OF ) )SS. COUNTY OF Alameda ) On 8/30 , 1999, before me, the undersigned, a Notary Public in and for said County and State, personally appeared Patrice Carol~ Ignelzi , personally known to me or proved to me on thg<basis of satisfactory evidence to be the person(s) whose name(s) (is/are subscribed to the within instrument and acknowledged to men’that he s~/they executed the same in his/~f./their authorized capacity(ies), and that by his/t_~r/their signat--~re(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. Signath~~e of Notary P~,ub%ic 990729 syn 0071711 15 Exhibit A for PCS 1.0 SCOPE,, OF SERVICES The City contemplates entering into professional services contracts with one or more consultants. Each such contract will define the range of activities that the City might request the Consultant to perform. Assignments will be made on an as- needed basis by the City’s Project Manager or his designee. The term of the contract will be for one year and may be renewed for two additional years by mutual agreement. Each Consultant responding to this RFP should specify which of the following services are being offered. It is not required that each Consultant offer all services. However, proposals should fully describe capabilities and experience in each skill area for which services are being offered. A. Utility Market Analysis and Related Services Consultant shall provide the following market analysis and related services as requested by the Project Manager. A1. Forecasting Services: This service is presently considered to be an essential service: The Consultant may be requested to assist with forecasting for electricity, natural gas, and water. Advanced probabilistic and stochastic models may be required. Short term forecasts for gas, electric and price may be required for specific customer classes. Forecast windows may be 20 years, 10 years, 1 year, I month, or day ahead by the hour. Forecasting skills may include, but are not limited to: Development of dynamic regression models Monte Carlo simulations or Neural Net using City of Palo Alto Utilities selected forecasting software packages. Development ofprobabalistic forecasts using EXCEL add-ins. Development of stochastic forecasting models using Monte Carlo simulations. Development of appropriate and defensible methods and data sets. Development of analysis of sensitive variables and correlations. Development ofdemand forecast models for new products and services. Development of market share forecast models. Statistical analysis of results, written and oral reporting of results with conclusions and appropriate recommendations in a concise, understandable, and convincing manner. Assess model risk and its impact on earnings (i.e., earnings at risk). A2. Customer Surveying Services: This service is presently considered to be an essential service. Competitive Assessment is responsible for investigating, analyzing and reporting to upper management important market information about Utilities customers, individually, by segment, or in ag~egate. Possible Consultant services in this area would include: Development of scientifically useful and appropriate survey instruments including conjoint and discrete choice surveying techniques. Scientific and appropriate selection of customers for surveying. Appropriate professional and defensible polling of customers through: focus groups, phone surveys, written instruments, 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 ser~ices in customer sura;eying should demonstrate a breadth of experience and expertise in those services listed here as well as other relevant expertise and experience that is representative of the proposer’s ability. A3. Miscellaneous Training: Provide training of staff in any of the above activity groups. 2.0 TASK ASSIGNMENT PROCEDURE Selection of Consultant does not ensure that the Consultant will be assigned work, but only makes the Consultant available to provide services to the City. At times, ho~vever, one or more Consultants may be assigned work by the City’s Project Manager. All such work assigmments 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. 3.0 TIME SCHEDULE The term of this contract is from date of execution to June 30, 2000. This contract may be renewed, upon mutual agreement,, for two additional one-year periods. 3 FEE SCHEDULE Exhibit B for Statement of Qualifications PCS The following hourly rates will remain in force through June 30, 2000. Subsequent year .rates are subject to negotiation. Title Team Member Hourly Rate Project Advisor Patrice Ignehi $130 Project Leader Bruce Mast $95 Sr. Analyst Tom Vogt $70 Sr. Analyst Jennifer McCormick $70 Analyst Lisa Morrison $55 Office Support $45 ACORD E RTI FlCATE O F LIAB! Li TY, I N S U RAN C PRODUCER Argo Insurance Brokers, Inc. CA License #0660864 P.O. Box 232017 Pleasant Hill CA 94523-6107 PhoneNo.925-682-7001 PaxNo. 925-682-7024 INSURED Pacific Consulting Service 1320 Solano Avenue, Suite 203 Albany CA 94706 DATE {MMII 07/15/ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATIONONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATEHOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE COMPANY A Hartford COMPANY B COMPANY C COMPANY D THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO i TYPE OF INSURANCELTR t GENERAL LIABILITY A X~_~_MMERCIAL GENERAL UABtUTY I j CLAIMS MADE I~ OCCURL__ OWNER’S ~ CO.~ACTOR’S PROT iAUTOMOBILE LIABILITY ____~ ANY AUTO _____J ALL OWNED AUTOS Xx__~ SCHEDULED AUTOS HIRED AUTOS ______j~ NON-OWNED AUTOS GARAGE LIABILITY~ANY AUTO EXCESS LIABILITY UMBRELLA FORM POLICY EFFECTIVE : POLICY EXPIRATIONPOLICY NUMBER DATE (MM/DD/YY}DATE (MMIDDIYY)LIMITS 57SBACRg046 57SBACRg046 09115/98 09115/99 GENERAL AGGREGATE PRODUCTS - COMP/OP AGG PERSONAL & ADV INJURY EACH OCCURRENCE FIRE DAMAGE (Any one fire) MED EXP (Any one person) i$2,000,000 sExcluded $I,000,000 sl,000,000 300,000 i0,000 o9115198 OTHER THAN ~ ]BREL.A FORM o9115/99 COMBINED SINGLE LIMIT $1,000,000. BODILY INJURY(Per pe~0n) BODILY INJURY(Per accident) PROPERTY DAMAGE $ WORKERS COMPENSATION AND EMPLOYERS’ LIABILITY THE PROPRIETOPJ ~INCL’, PARTNERSIEXBCUT[VE ’ ’ ~i oP~,cERs ARE:I t~CL OTHER DESCRIPTIONOFOPERATIONSILOCATIONSNEHICLESISPECIALITEMS Certificateholder is named as additional insured as theirrespects to work being performed by the named insured. IAUTO ONLY - EA ACCIDENT .... THAN AUTO ONLY: OTHER EACH ACCIDENT AGGREGATE EAOH OCCURRENCE AGGREGATE WC STAT~. i OTH-! TORY LIMITS ER =~ EAcH A~,-~ID_N EL DISEASE -POLICY LIMIT E5 DISEASE -EA EMPLOYEE interest appears CERTIFICATE HOLDER. City of Palo Alto Attn: Purchase & Contract Achn 250 Han~ilton Avenue Palo Alto CA 94301 ACORD 2~-S (1/95) CITYPAL CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 3 0 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT FAILURE TO MAIL SUCH NOTICE SNALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. A UT H O RI~IV~.~..,~~ © ACORD CORPORATION 1998 Exhibit D PART II - CERTIFICATION OF NONDISCRIMINATION 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 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. First Officer: Signature: Title: (SIGNATURE M.UST BE TI~E SA~,IE SIGNATURE AS WILL APPEAR ON CONTRACT) Second Officer: Signature: Title: (SIGNA~’RE MUST ~E THE SAME SIGNATURE AS WILL APPEAR ON CONTRACT) CITY OF PALO ALTO RFP115977 PAGE 1 OF 1 CONTRACT NO. BETWEEN THE CITY OF PALO ALTO AND NAVIGANT 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 NAVIGANT CONSULTING, INC., a Delaware corporation, located at 3100 Zinfandel Drive, Suite 600, Sacramento, CA 95670 "CONSULTANT"). RECITALS: WHEREAS, CITY desires certain professional consulting services ("Services") and the preparation and delivery of, without limitation, one or more 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.! This Contract wil! commence on the date of its execution by CITY, and will terminate upon the completion of the Project, unless this Contract is earlier te_rminated by CITY. Upon the receipt of CITY’s notice to proceed, CONSULTANT will commence work on the initial and subsequent Project tasks in accordance with the time schedule set forth in Exhibit "A". Time is of the essence of this Contract. In the event that the Project is not completed within the time required through any fault of CONSULTANT, 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 CONSULTANT. SECTION 2.SCOPE OF PROJECT; CHANGES & CORRECTIONS 2.1 The scope of Services and Deliverables constituting the Project wil! be performed, delivered or executed by CONSULTANT under the phases of the Basic Services as described be!ow. 990802 syn 0071710 2.2 CITY may order substantial changes in the scope or character of the Basic Services, the Deliverables, or the Project, 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 payment of any change in work, unless the amount of additional compensation attributable to the change in work is agreed to, in writing, 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 nonbeneficia! 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 wil! determine whether the Basic Services or the Additiona! Services, or both, will contribute minor or substantia! benefit to the construction work. SECTION 3. CONSULTANT QUALIFICATIONS, STATUS, ~D 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 Deliverab!es. CONSULTANT further represents and warrants that the project director and every individual, including any consultant (or 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 will be executed by them or under their supervision. CONSULTANT will furnish to CITY for approval, prior to execution of 990802 svn 00717!0 this Contract, a list of all individuals and the names of their employers or principals to be employed as consultants. 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 wil! execute or cause to be executed, the Project. 3.3 CONSULTANT will assign Maury Kruth as the project director to have supervisory responsibility for the performance, progress, and execution of the Project. Ron Oechsler wil! be assigned as the project coordinator who will represent CONSULTANT during the day-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: 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 loca! 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 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 the Deliverab!es. 3.5 Any Deliverables given to, or prepared or assembled by, CONSULTANT or its consultants, if any, under this Contract wil! 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 three (3) copies of any documents which are a part of the De!iverab!es upon their completion and acceptance by CITY. 990802 syn 0071710 3.7 If CITY requests additional copies of any documents which are a part of the Deliverables, CONSULTANT will provide such additional copies and CITY will compensate CONSULTANT for its duplicating costs. 3.8 CONSULTANT will be responsible for employing or engaging al! 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 Contract on demand of the project manager. 3.9 In the execution of the Project, CONSULTANT and its consultants, if any, will at al! 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 al! 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 Additiona! Services now or hereafter described in Exhibit "A" to this Contract. 3.11 CONSULTANT will be responsible for employing al! 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 OE 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 De!iverables and each phase of work performed by 990802 syn 0071710 CONSULTANT. CITY’s estimated time of review and approval will be furnished to CONSULTANT 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 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 is designated as the project manager for the city manager. The project manager will supervise the performance, progress, and execution of the Project, and will be assisted by Bernard Erlich. 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.COMPENSATI.0N 5.1 CITY will compensate CONSULTANT for the following services and work: 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 Eighty Thousand Dollars ($80,000). The amount of compensation will be calculated in accordance with the hourly rate schedule set forth in Exhibit "B", on a time and materials basis, up to the maximum amount set forth in this Section. the fees of the consultants, who have direct contractual relationships with CONSULTANT, will be approved, in advance, by CITY. CITY reserves the right to refuse payment of such fees, if such prior approval is not obtained by CONSULTANT. 5.1.2 in consideration of the ful! performance of Additional Services, the amount of compensation set forth in Exhibit "B" will not exceed -0- dollars ($<0-). An employee’s time wil! 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 revised 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, 990802 syn O0"~Iv!O 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 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 the Project, and in services rendered during construction at the site, to the extent such services are expressly contemplated under this Contract. Included 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 Payment 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 deductions will be made from CONSULTANT’s compensation on account of penalties, liquidated damages, or other sums withheld by CITY from payments to genera! 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 De!iverables 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 990802 syn 007 ! 710 required to be paid to CONSULTANT. These originals will be delivered to CITY without additional compensation. CITY will have the right to utilize any fina! and incomplete drawings, estimates, specifications, and any other documents prepared hereunder by 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 emp!oyees’ 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 any 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, w~ll 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’ compensation, employer’s liability and professional liability insurance, naming CITY as an additiona! 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 al! consultants of CONSULTANT retained to perform Services under this Contract wil! obtain and maintain, in full force and effect during the term of this 990802 syn 0071710 7 Contract,identical insurance coverage, naming CITY additional insured under such policies as required above. as an 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 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. 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 ful! and tota! 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 will comply with such provisions, as applicable, before commencing the performance of the Project. PROJECT SECTION I!. TERMINATION OR SUSPENSION OF CONTRACT OR i!.i The city manager may suspend the execution of the 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 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 Basic Services or the execution of the Project. 990802 syn 0071710 11.3 Upon such suspension or termination by CITY, CONSULTANT will be compensated for the Basic Services and Additional Services performed and Deliverables received and approved prior to receipt of written notice from CITY of such suspension or abandonment, together with authorized additiona! 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 wil! be obligated to compensate CONSULTANT 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 wil! receive compensation as follows: 11.4.1 For approved items of services, CONSULTANT will 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 ful! performance of that item of service. 11.4.3 The total compensation payable under the preceding paragraphs of this Section wil! 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 wil! deliver to the city manager immediately any and al! 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. 11.6 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, wi!l not be construed as a failure on the part of CONSULTANT to fulfill its obligations under this Contract. SECTION 12. ASSIGNMENT 12.1 This Contract is for the persona! services of CONSULTANT, therefore, CONSULTANT will not assign, transfer, convey, or otherwise dispose of this Contract or any might, title 990802 syn 0071710 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 CITY will be void and, at the opt.ion of the city manager, this Contract may be terminated. This Contract will not be assignable by operation of law. SECTION 13.NOTI,CES 13.1 All notices hereunder will be given, in writing, and mailed, postage prepaid, by certified mail, addressed as fol!ows: To CITY:Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 To CONSULTANT: Agtention of the project-director at the address of CONSULTANT recited above 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, financia! 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 wil! not employ contractors or persons having such an interest mentioned above. CONSULTANT certifies that no one who has or wil! have any financia! 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 Municipa! 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 emp!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 nondiscrimination in employment, including completing the requisite form furnished by CITY and set forth in Exhibit "D" 990802 syn 0071710 10 15.2 CONSULTANT agrees that each contract for services from independent providers will contain a provision substantially as follows: "[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, 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 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 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 the 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 advice 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 Arbitration Association, and judgment upon the award rendered by 990802 syn 0071710 !I 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. 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, wil! 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 Al! exhibits referred to in this Contract and any iddenda, 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 wil! 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 Pa!o Alto and the Palo Alto Municipa! 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 fisca! year, or (b) at any time within a fisca! 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 wil! take precedence in the event of 990802 syn 0071710 12 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 Mayor APPROVED AS TO FORM: Senior Asst. City Attorney APPROVED: NAVIGANT CONSULTING, INC. Name : Maurice Kr~th Assistant City Manager Director of Administrative Services Director of Title :~Managing Director Name : Charles A. Demiriian Vice President, General Counsel Title: and Secretary_ Risk Manager Taxpayer Identification No. Attachments : EXHIBIT "A" : EXHIBIT "B" ¯ EXHIBIT "C" : EXHIBIT "D" ¯ (Compliance with Corp_. Code § 313 is re.quired if the entity on whose behalf this contract is signed is a co.~-poration. 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 990802 syn 0071710 13 Exhibit A for RMI 1.0 SCOPE OF SERVICES The City contemplates entering into professional services contracts with one or more consultants. Each such contract will define the range of activities that the City might request the Consultant to perform. Assignments will be made on an as- needed basis by the City’s Project Manager or his designee. The term of the contract will be for one year and may be renewed for two additional years by mutual agreement. Each Consultant responding to this RFP should specify which of the following services are being offered. It is not required that each Consultant offer all services. However, proposals should fully describe capabilities and experience in each skill area for which services are being .offered. A. Electric Industry Restructuring and Related Issues Assist the CITY to respond to the challenges related to electric industry restructuring, including, but not limited to: Assistance with the implementation of electric direct access - including strategic planning, development of standards, rules and procedures; *Identification and analysis of partnering opportunities. B. Natural Gas Industry - Direct Access Assist with the implementation of natural gas direct access - including strategic planning, development of standards, rules and procedures. *Identification and analysis ofparmering opportunities. C. Utility Market Analysis and Related Services Consultant shall provide the following market analysis and related services as requested by the Project Manager. C 1. Forecasting Services: This service is not presently considered to be an essential service; however it could become essential at any time. The Consultant may be requested to assist with forecasting for electricity, natural gas, and water. Advanced probabilistic and stochastic models may.be required. Short term electricity forecasts for gas and electric may be required for specific customer classes. Forecast windows may be 20 years, 10 years, 1 year, 1 month, or day ahead by the hour. Forecasting skills may include, but are not limited to: Development of dynamic regression models using City of Palo Alto Utilities selected forecasting software packages. Development of probabalistic forecasts using EXCEL add-ins. Development of stochastic forecasting models using Monte Carlo simulations. ~Development of appropriate and defensible methods and data sets. ,.Development of analysis of sensitive variables and correlations. Development of demand forecast models for new products and services. Development of market share forecast models. Statistical analysis of results, v~Titten and oral reporting of results with conclusions and appropriate recommendations in a concise, understandable, and convincing manner. C2. Customer Surveying Services: This service is presently considered to be an essential service. Competitive Assessment is responsible for investigating, analyzing and reporting to upper management important market information about Utilities customers, individually, by segment, or in aggregate. Possible Consultant services in this area would include: Development of scientifically useful and appropriate survey instruments including conjoint and discrete choice surveying techniques. Scientific and appropriate selection of customers for surveying. Appropriate professional and defensible polling of customers through: focus groups, phone surveys, written instruments, 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 those services listed here as well as other relevant expertise and experience that is representative of the proposer’s ability. C3. Market Analysis: This service is presently considered to be an essential service. Competitive Assessment may request 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, Competitive Assessment is responsible for investigating, analyzing, understanding, and predicting Competitor behavior, individually, by type, or in aggregate. Competitive Assessment is responsible for assimilating, reporting and recommending related actions and facilitating and assisting upper management in the strategic planning process. Services in this area include: Investigation and evaluation of competitor activities. Regulatory and legislative monitoring, analysis, and intervention. Benchrnarking of gas, water, wastewater, electric or telecommunication utility activities and services in terms of economics, availability, quality, etc. New product development and business planning. Customer risk and value analysis including scenario, simulation, decision analysis, etc., addressing the economic impact of market opportunities and threats individually or in aggregate under various potential market situations. Development of strategic plans including contingency planning. C4. Data Management Activities: This service is not an essential function at this time but may become essential at any time. Competitive Assessment 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, telemetry and programming of customer and city load data. Development, maintenance, programming of an intranet/internet information network Development, operation, and maintenance of an information clearinghouse for utility related data using standard City database management and reporting tools (i.e., Microsoft Access and Crystal Reports) Development and dissemination of policies and procedures relating to utility records management, including confidentiality and/or disclosure requirements. C5. Miscellaneous Training: Provide training of staff in any of the above activity groups. 4.0 TASK ASSIGNMENT PROCEDURE Selection of Consultant does not ensure that the Consultant will be assigned xvork, 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 such 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. 5.0 TIME SCHEDULE The term of this contract is from date of execution to June 30, 2000. This contract may be renewed, upon mutual agreement, for two additional one-year periods. Exhibit B APPENDIX C RMI RATES RESOURCE MANAGEMENT INTERNATIONAL, INC. 1999 For this project, RMI will provide CPAU our services at our municipal, long-standing client discount rates. For assignments that require the services/assistance of individuals in our sister companies, these services will be provided under their respective rate schedules. Professional and support services, except for testimony, shall be billed at the following rates: Managing Director Managing Executive Consultant Principal Executive Consultant Executive Consultant Principal Consultant Supervising Consultant Senior Consultant Associate Professional Analyst Research Assistant Technician Office Services $203 per $180 per $162 per $154 per $141 per $126 ~er $114 ~ger $100 ~er $87 ~er $66 ~er $57 $53 per hour hour hour hour hour hour hour hour hour hour hour hour The above rates shall be adjusted each year, commencing January 1, 2000, to reflect the change in rates officially established by RMI. 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 RMI. All travel, food, lodging, and miscellaneous expenses, except automobile mileage, associated with the provision of services hereunder shall be billed at cost plus ten (10) percent. 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 R!vii to Client. C-1 PRODUCER Arthur J. Gallagher & Co. The Gallagher Centre Two Pierce Place Itasca, IL 60143-3141 INSURED The Metzler Group, Inc. Resource Management International, Inc. 3100 Zinfandel Drive, Suite 600 P.O. Box 15516 Sacramento, CA 95852-1516 DATE (M M,’DD/YY) February 19, 1999 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO~ RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND, OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANY A COMPANIES AFFORDING COVERAGE American Motorists COMPANY B American Manufacturers Mutual Insurance COMPANYc Lexington Insurance Co. COMPANY D THIS IS TO CERTIFY THAT POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANYREQUIREMENT. TERM. OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VCHtCN THIS CERTIFICATE MAY BE }SSUED OR MAY PERTAIN. THE INSURANCEAFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS. AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAIDCLA=MS. CO LTR TYPE OF INSURANCE GENERAL LIABILITY OWNERS’ & CONTRACTORS’ PROT AUTOMOBILE LIABILITY X ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS X HIRED AUTOS X NONOWNEDAUTOS POLICY NUMBER 3MG80372500 *The limits of liabilityArthur J. Gallagher & C for notification in the ev 3MG80372500 POLICY EFFECTIVEDATE (MMJDD/YY) 12/31/1998 ~hown reflect the li=o. does not assume.=nt of depletion of th 12/3111998 A POLICYEXPIRATION DATE (MM~’DD/YY) 12/31/1999 nits at inception. any responsibilitye aggregate. 12/31/1999 A LIMITS GENERAL AGGREGATE PRODUCTS - COMP/OP AGG PERSONAL & ADV INJURY EACH OCCURRENCE FIRE DAMAGE (Any One Fire) MED EXP (Any One Persan) COMBINED SINGLE LIMIT BODILY INJURY (Per Person) BODILY INJURY (Per Accident) PROPERTY DAMAGE 2,000,000 2,000,000 ~,ooo,oo0 1,000,000 500.000 10,000 1,OO0,000 G~RAGE LIABILITY* ANY AUTO EX____CESS LIABILITY* i UMBRELLA FORM I OTHER THAN UMBRELLA FORM WORKERS’ COMPENSATION ANDEMPLOYERS’ LIABILITY THE PROPRI=--~FOpj tNCL OFFICERS ARE:EXCL OTHERProfessional Liabilityc 3BH01670400 009124680 12/31/1998 1/30/1999 12/31/1999 1/30/2000 AUTO oNLY-EAACCIDENT OTHER THAN AUTO ONLY EACH ACCIDENT $ AGGREGATE1 $, iEACH OCCURRENCE {AGGREGATE EL EACH ACCIDENT EL DISEASE - POLICY LIMIT EL DISEASE- EA EMPLOYEE $10,000,000 limit 1,000,000 1,000,000 1.000.000 DESCRIPTION OF OPERATIONSILOCATIONSNEHICLESISPECIAL ITEMS Blanket Additional Insured is included. All operations of the insured. The City of Paid Alto, its officers, agents, and employees are Additional Insureds for General Liability. Ci~ of PaiD Alto SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIATION ~A~HEp~: ;~I~%IN~RC~ANY V~LL E N D~VOR TO MAlL 30 DAYS ~t~EN NOTICEPurchasing and Contracts Administration o ECE " I DE ED TO THE LE~. BUT FAILURE TO MAIL SUCH NOTICE 250 Hamilton Avenue SHALL IMPOSE NO OBL GAT ON OR L~B L ~ OF ANY KIND UPON THE COMPANY ITS AGENTSOR R~PR~SE.~AT~VeS "PaiD Alto, CA 94301 I ACORD 25~ (3/93) David MacGregor 492 Franklin Avenue Nutley, NJ 07110 INSURED Resource Management (1) International, Inc. 3100 Zinfandel Dr. Suite 600 P.O. Box 15516 Sacramento, CA 95852-1516 ~ |~ii|~~" " "::~: : ’ " ::’: ; ’::" ":?" :: : " :::::::::::::::::::::::::::::::::::::::::::::::: OATI~ "-THIS CERTIFICATE IS ISSUED AS A MA]’TER OF INFORMATION~ ONLY AND CONFERS NO RIGHTSUPON THE CERTIFICATEHOLDER. THIS CERTIFICATE DOESNOT AMEND, EXTEND ORALTER THE COVERAGE AFFORDEDBY THE POLICIES BELOW. COMPANY COMPANY BSK COMPANIES AFFORDING COVERAGE Hartford Fire Ins Co Hartford Casualty Ins Co Hartford Underwriters Ins Co O CNMContinental Casualty Co. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWl]3-1STANDING ANY REQUIREMENT, TERM OR CONDITION 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 HEREINIS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. L|MrFS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ~:T~POUCY EFFECTIVETYPE OF INSURANCE POUCY NUMBER DATE A 13UUNCN6516 01/01/99 13UENCN5610 13XHUCN4516 01/01/99 01/01/99 POUCY EX~P,,ATION I uMFr~ PRODL.~TS - COMPK)P AGG PERSO~L & ADV ~JURY EACH ~URRENCE FIRE D~AGE (Any one ~ire) MED E~ (Any ~e ~m~) OU01/O0 13WBAT4068 ~ OMOBILE LIABIUTY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS ~AGE UAB~UTY ANY AUTO 01/01/99 01/01/00 B i O~HER THAN UMBRELLA FORM WORKERS COMPENSATION AND EMPLOYERS’ LIA~IUTY THE PROPRIETOW [~]1~3L EXCL 01/01/00 COMBINED SINGLE LIME BODILY INJURY(Per person) BODILY INJURY(Per az:cident) PROPERTY DAMAGE 2,,ooo,ooo 2,000,000 1,0oo,ooo 1,0oo,0oo 300,000 10~000 s 1,000,000 $ EACH ACCIDENT i EACH OCCURRENCE ! S 10,000,000i ~aG~EG~Is 10,000,000 PARTNERS/EXECUTIVE OFFICERS ARE: OTHERProfessional Llablllty AENl13792562 07/01/98 07/01/99 ~1 EL EACH ACCIDENT i $1,00~ i EL DISEASE- POLICY LIMIT } $1 000 000 ! EL DISEASE- EA EMPLOYEE I $ L000,000_ $5,000,0(~0 per Occurrence $10,0~0,000 In Aggregate DESCRIPTION OF OPERATIONStLQCATIONS~/E~ICLESJSPECIAL ITEMs [1] All operations of insured. The City of Palo Alto, its officers, agents and employees are additional insureds for general liability. City of Palo Alto Purchasing & Contract Admin 250 Hamilton Avenue ~"~OULD ANY OF THE ABOVE DF_.SCR~BED POUCHES BE CANCELLED BEFOR~ THE E~PIRATION DATE THEREOF, THE IS~PJING COMPANY WILL EN[~-AVOR TO I~ML _~_(L DAYS WRITTEN NOTICE TO THE CERTIRCATE HOLDER NAMED TO THE LEFT, ~UT F~JLURE TO M~JL SUCH NOTIC~E S~ALL IMPOS~NO OBLIGATION OR uA~uTY Palo Alto, CA 94301 .oROFANY IqND UPON THE CO~PA ¥, ITS AGENTS AU~O~ED RE~TA~E ’ Exhibit PART II - CERTIFICATION OF NONDISCRIMINATION 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 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. First Officer: Signature: Title: (Sf~NA"~RE ~OS? BE THE SAME SIGNATURE AS WILL A PEAR O CO TRACT) ManagiDg Director Second Officer: Signature: Title: SIGNATURE MUST BE THE SAME SIGNATURE AS WILL APPEAR ON CONTRACT) Charles A. Demigian !~cc ~ ,~d~u~, General Counsel and Secretary CITY OF PALO ALTO RFP115977 PAGE 1 OF 1 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF ~) )SS. COUNTZ OF ) ~±w~?-~~=~o~ 1999, before me, the undersigned, a Notary Pub ai~ County and State, personally appeared ~ /~ , 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. COMM. #1193596 Notary Public-California ~SACRAMENTO COUNTY SignatureOof Notary Public 990802 syn 0071710 14 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF ) )SS. COUNTY OF ~ ) -On~"^ ~-~ ~~ /~ , 1999, before me, the undersigned, a Notary P lic in ~nd f(r said County and State, personally appeared ~ ~, 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. COMM. #1193596 Notary Public-California ~..~SACRAMENTO COLINTYMy Comm. Exp. Aug. 15, 2002~ f Notary Public 990802 syn 0071710 15 CERTIFICATE OF ACKNOWLEDGEMENT (Civil Code § 1189) STATE OF ILLINOIS ) COUNTY OF COOK ) On August 20, 1999, before me, the undersigned, a Notary Pul~lic and for said County and State, personally appeared Charles A. Demirjian, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the p-srson acted, executed the instrument. WITNESS my hand and official seal. "OFFICIAL SEAL"~ GLENDA P. ZIEGLER~ Notary Public, State of lllinois My Commission EExpires Sig~ture of Notary Public / Navigant CONSULTING. INC. August 30, 1999 Mr. Blake Heitzman Manager, Competitive Assessment City of Palo Alto P.O. Box 10250 Palo Alto, CA 943{)3 Dear Blake: We are pleased to announce that Resource Management International, Inc. has become Navigant Consulting, Inc. As you may know, our company has been a subsidiary of The Metzler Group, a globally oriented management consulting firm, since August 1997. After our parent company went public in 1996, it acquired a number of premier consulting companies whose services complement our own. Our growth has been substantial. So much so that it now makes sense to integrate these nineteen individual companies into one cohesive enterprise, and under a single brand, Navigant Consulting, Inc. Our shareholders approved the change in name for our holding company in mid-July. We will complete the final transition for each of our existing business units by the end of September. Our new name reflects the fundamental role of our entire firm: helping clients navigate the changing business and regulatory environment based on sound advice, accumulated experience and world-class expertise. Our expanded service base enables us to offer our clients complete strategic and operational solutions to the challenges they face and to mobilize the talents and resources of our nearly 2,000 employees in 53 U.S. offices and 11 locations overseas. We extend our sincere thanks to our clients and friends who have allowed us to reach this new level. We believe that Navigant Consulting is more than the sum of its parts. We are creating a company that will be among those that set the standards for performance and service in the consulting world. Already a world leader in management consulting services to energy-based and network industries, Navigant’s enhanced complement of service offerings includes financial services; management and operational services; strategic, marketing and economic services; emerging technology services and information management; regulatory policy design and testimony; expert witnesses and litigation support. Na,.io.9,ant Consulting, Inc. ¯ 3100 Zinfandel Dri,.e, Suite 600, Rancho Cordova, CA 95671}-6026 ¯ tel: 91.5-852-1300 ¯ fax: 916-852-1073 P.O. Bo\ !3~18 ¯ Sacrament{} CA 95852-1~16 Blake Heitzman August 30, 1999 Page 2 I want to assure you that although our name is changing, the high quality of service and client support that we provide will not. You will be dealing with the same exceptional consulting staff, who will continue to meet your needs with the services and support you have come to expect from us. We will be working even harder to optimize the value we deliver to you, and to earn your trust and respect on behalf of Navigant Consulting, Inc. Sincerely, Ronald G. Oechsler Director