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HomeMy WebLinkAboutStaff Report 280-07TO: FROM: DATE: SUBJECT: HONORABLE CITY COUNCIL 9 CITY MANAGER DEPARTMENT: UTILITIES JULY 9, 2007 CMR:280:07 APPROVAL OF CONSULTING CONTtL~kCTS WITH NAVIGANT CONSULTING FOR ELECTRIC REGULATORY AND TECHNICAL CONSULTING FOR A TOTAL AMOUNT OF $325,000; AND $325,000 FOR GAS REGULATORY AND TECHNICAL CONSULTING; AND FLYNN RESOURCE CONSULTING INC. FOR ELECTRIC REGULATORY AND TECHNICAL CONSULTING FOR A TOTAL AMOUNT OF S150,000 FOR THE FISCAL YEARS FY2007-08, FY2008-09 AND FY2009-10 RECOMMENDATION StaI:f recolnlnends that City Council: Approve and authorize the City Manager to execute the attached contracts with Navigant Consulting for Electric Technical and Regulatory Consulting Services, Flynn Resource Consulting Inc. for Electric Technical and Regulatory Consulting Services, and Navigant Consulting ff~r Gas Technical and Regulatory Consulting Services; and 2.Authorize the City Manager to extend the contracts annually for up to two additional years, subject to Council approval of sufficient funds. The animal contract amounts by fiscal year and by fired for the consulting services are as follows: Contract FY 07/08 FY 08/09 FY 09/10 a) Navigant Consulting/Electric $150,000 $100,000 $ 75.000 b) Flynn RCI!Electric $ 50,000 $ 50,000 $ 50,000 c) Navigant Consulting!Gas $100,000 $100,000 $125,000 CMR:280:07 Page 1 of 4 BACKGROUND For more than a decade, the City has retained consultants to assist staff in the electric and gas regulatory, legislative, and technical consulting areas. The City’s current electric regulatory consultants provide assistance to the City in the area of regulatory and Bay Area transmission planning proceedings at the California Public Utilities Commission (CPUC), California Independent System Operator (tSO), California Energy Commission (CEC), and Federal Energy Regulatory Commission (FERC). The City’s gas consultant provides assistance in regulatory proceedings at the CPUC and with Pacific Gas and Electric Company (PG&E) matters including the Gas Accord IV settlement process. DISCUSSION Electric Consultin~ Services The California electricity markets continue to evolve, with a new transmission market design expected to be implemented in January 2008. During the next three years, State and Federal electric regulatory proceedings which may affect the City of Palo Alto and its customers, will continue in several major areas. Issues before the regulatory bodies include: new transmission market implelnentation in 2008 and updates to the design in subsequent periods; long-term transmission grid planning and investment; transmission access charge settlement and implementation; new transmission grid reliability standards with increased regulatory filing requirements for the City as a distribution service provider; and new legislative and regulatory COlnpliance and reporting requirements related to energy efficiency, demand reduction, renewable energy supply, and greenhouse gas emissions. The City advocates at the state and federal levels for long-term solutions to improve reliability of electricity supply in the Bay Area. The City also works closely with other municipal utilities and electric consumer groups in the Bay Area il-~ planning and advocating for additional new transmission and generation projects. Consultant assistance is needed to supplement staff resources in conducting technical and economic studies for projects in the areas of cost-effective demand reduction, local distributed cogeneration, renewable energy programs, greenhouse gas reduction and reporting, and enhanced transmission and distribution infrastructure alternatives. Gas Consultina Services During the next three years, CPUC proceedings, such as PG&E’s Biennial Cost Allocation Proceeding (BCAP), will be of interest to the City. In addition, because the recently settled Gas Accord IV will expire December 31, 2010, the process for determining the post-settlement rtdes will begin in late 2009. Other matters of interest to the City may arise at the CPUC or at the FERC that require analysis and/or subsequent action by Council. Consulting assistance is also needed to supplement staff resources in developing programs, projects, and reporting for natural gas energy efficiency, solar hot water and heating, and greenhouse gas reduction. CMR:280:07 Page 2 of 4 Selection Process In March 2007, a Request for Proposals (RFP) was sent to 16 consulting firms known to offer relevant services. The RFP allowed consultants to respond to any or all of the rnajor sections of the scope of work. These sections were: Electric Technical Consulting and Legislative and Regulatory Services; and Gas Technical Consulting, and Legislative and Regulatory Services. The RFP also stated that more than one consultant finn could be retained to perform tasks outlined in the scope of work. A total of three firms submitted proposals responding to all or parts of the scope of work. A selection advisory committee consisting of three members of the Utilities Resource Management Division reviewed each firm’s qualifications and submittal in response to the RFP. Major evaluation criteria included experieuce of the firm and the individuals performing the tasks, quality of services to be provided, cost, financial stability of the firm, recent dealings with relevant agencies, and quality and completeness of the proposal. Navigant Consulting was selected as the sole consultalat for the gas regulatory and technical cousulting. Navigant Consulting and Flynn RCI were selected for the electric regulatory and technical consulting. RESOURCE IMPACT The total electric budget impact by fund and by fiscal year is show below: FY 07/08 FY 08/09 FY 09/10 3-year total Legislative and regulatory Consulting $50,000 $50,000 $50,000 $150,000 Alternative Resource Anals~sis $150,000 $100,000 $75,000 $325,000 TOTAL $ 200,000 $150,000 $125,000 $475,000 The total gas budget impact by fund and by fiscal year is show below: FY 07108 FY 08/09 FY 09/10 Legislative and regulatory Consulting Alten~ative Resource Analysis 3-year total 75,000 $ 75,000 $125,000 $275,000 25.000 $ 25,000 $0 $ 50,000 100,000 $100,000 $125,000 $325,000 CMR:280:07 Page 3 of 4 Funds for FY07/08 are included in the electric and gas fund budgets. Funds for subsequent years will be subject to appropriation of funds in subsequent budgets. POLICY IMPLICATIONS This recommendation is consistent with the Council-approved Utilities Strategic Plan to obtain reliable electric and natural gas supplies and to preserve a supply cost advantage compared to the market. ENVIRONMENTAL REVIEW These services do not constitute a project for the purposes of the California Environmental Quality Act. ATTACHMENTS Contract: Navigant Consulting, Inc. - Electric Regulatory Consulting Contract: Flyrm Resource Consulting Inc. - Electric Regulatory Consulting Contract: Navigant Consulting- Gas Regulatory Consulting PREPARED BY:KARLA DAILEY Resource Planner DEPARTMENT HEAD: CITY MANAGER APPROVAL: VALERIE¯D~rectorb~) f Utilities Assistant City Manager CMR:280:07 Page 4 of 4 A TTACHMENT A CITY OF PALO ALTO CONTRACT N0.C08122993 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND NAVIGANT CONSULTING, INC. FOR PROFESSIONAL SERVICES (TECHNICAL CONSULTING FOR LEGISLATIVE AND REGULATORY SERVICES IN ELECTRICITY) This AGREEMENT is entered into , by and between the CITY OF PALO ALTO, a California Charter City and a municipal corporation of the State of California ("CITY"), and Navigant Consulting, Inc., 3100 Zinfandel Drive, Suite 600, Rancho Cordova, CA 95670 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to monitor and analyze CPUC proceedings and represent the City’s interests ("Project") and desires to engage a consultant to assist the City with technical, regulatory and legislative support in the energy (electricity) field in connection with the Project (~Services") . B. CONSULTANT has represented that it and any subconsultants have the necessary professiona! expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit "A", attached to and made a part of this Agreement. D. CONSULTANT has agreed to perform the Services on the terms and conditions contained in this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, this Agreement, the parties agree: AGREEMENT Section I. SCOPE OF SERVICES. CONSL~TANT shal! perform the Services described in Exhibit "A" in accordance with the terms and conditions contained in this Agreement. The performance of a!l Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution to completion of the services, unless terminated earlier pursuant to Section 20 of this Agreement. 050310 SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit ~B", including both payment for professional services and reimbursable expenses, shall not exceed One Hundred Fifty Thousand Dollars for the first year, One Hundred Thousand Dollars for the potential second year, and Seventy Five Thousand Dollars for the potential third year. In the event Additional Services are authorized, the total compensation for services and reimbursable expenses shall not exceed Thirty Two Thousand Five Hundred Dollars ($32,500). The applicable rates and schedule of payment are set out in Exhibit ~B", entitled "COMPENSATION,~ which is attached to and made a part of this Agreement. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit ~B". CONSULTANT shall not receive any compensation for Additiona! Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described in Exhibit "A". SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit "B") . If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technica! personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its emp!oyees and subconsultants have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are 050310 2 legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all applicable federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. CONSULTANT shall report immediately to the CITY’s project manager, in writing, any discrepancy or inconsistency it discovers in the laws, ordinances, regulations, orders, and/or guidelines in relation to the Project of the performance of the Services. All documentation prepared by CONSULTANT shal! prowide for a completed project that conforms to a!l applicable codes, rules, regulations and guidelines that are in force at the time such documentation is prepared. SECTION 8. ERRORS/OMISSIONS. CONSULTANT shal! correct, at no cost to CITY, any and al! errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY gives notice to CONSULTANT. SECTION 9. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of the CITY. The manner and means of conducting the Services are the responsibility of and under the contro! of CONSULTANT, except to the extent they are limited by applicable law and the express terms of this Agreement. CONSULTANT will be responsible for employing or engaging all persons necessary to perform the Services. All contractors and employees of CONSULTANT are deemed to be under CONSULTANT’S exclusive direction and control. CONSULTANT shall be responsible for their performance. SECTION i0. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are materia! considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’ s 050310 3 obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION ii. SIIBCOhITP~ACTING. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. SECTION 12. PROJECT MA!qAGEMENT. CONSULTANT will assign Bryan W. Griess as the project director to have supervisory responsibility for the performance, progress, and execution of the Services. If circumstances or conditions subsequent to the execution of this Agreement cause the substitution of the project director or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. The city manager will represent CITY for all purposes under this Agreement. Karla Dailey is designated as the project manager for the CITY. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. The CITY may designate an alternate project manager from time to time. SECTION 13. DUTIES of CITY. To assist CONSULTANT in the performance of the Services, CITY will furnish or cause to be furnished the specified services and/or documents described in Exhibit ~A" and such other available information as may be reasonably requested by CONSULTANT. SECTION 14. OWNERSHIP OF MATERiA!~S. All drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed or discovered by CONSULTANT or any other person engaged directly or indirectly by CONSULTANT to perform the services required hereunder shall be and remain the property of CITY without restriction or limitation upon their use. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the city manager or designee. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain 4 050310 and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16 INDEMNITY. To the fullest extent permitted by law, CONSULTANT shal! protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemnified Party") from and against any and al! demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including al! costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (~Claims") that arise out of, pertain to, or relate to the negligence, recklessness, or willfu! misconduct of the CONSULTANT, its officers, emp!oyees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. Notwithstanding the above, nothing in this Section 17 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTZON 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18.INSURANCE. 18.1.CONSULTANT, at its sole cost and expense, shall obtain and maintain, in ful! force and effect during the term of this Agreement, the insurance coverage described in Exhibit "C". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming the City of Palo Alto as an additiona! insured under any genera! liability or automobile policy or policies. 18.2.All insurance coverage required hereunder shall 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 contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additiona! insured under such policies as required above. 5 050310 18.3.Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates wil! 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 materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation or modification, CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Purchasing Manager during the entire term of this Agreement. 18.4.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 Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT wil! 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 Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. WORKERS’ COMPENSATION. CONSULTANT, by executing this Agreement, 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 and during the performance of the Services. SECTION 20.TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 20.1.The city manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (i0) days’ prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT wil! immediately discontinue its performance of the Services. 20.2.CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving ten (I0) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 20.3.Upon such suspension or termination, and upon such suspension or termination, and upon payment in full of all undisputed invoices, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or 050310 its contractors, if any, in connection with this Agreement. materials wil! become the property of CITY. Such 20.4.Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., i0 days after giving notice) of suspension or termination; provided, however, if this Agreement 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 acting in the reasonable exercise of his/her discretion 20.5. No payment, partial payment, acceptance, or partia! acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 21. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mai!, addressed as follows: To CITY:Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager. To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 22.CONFLICT OF INTEREST 22.1.In accepting this Agreement, 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. 22.2.CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or wil! have any financial interest under this Agreement is an officer or employee of CITY; this provision wi!l be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 22.3. If the Project Manager determines that CONSULTANT is a ~Consultant" as that term is defined by the Regulations of the Fair Politica! Practices Commission, CONSULTANT shall be required 7 050310 and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and Politica! Reform Act. SECTION 23. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT agrees that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marita! status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Chapter 2.28 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Chapter 2.28 pertaining to nondiscrimination in employment, including completing the form furnished by CITY and set forth in Exhibit "D". SECTION 24.MISCELLANEOUS PROVISIONS. 24.1. This Agreement will be governed by the laws of the State of California. 24.2.In the event that an action is brought, the parties agree that trial of such action wil! 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. 24.3.The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. 24.4.This document represents the entire and integrated agreement 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. 24.5.The covenants, terms, conditions and provisions of this Agreement will apply to, and wil! bind, the heirs, successors, executors, administrators, assignees, and CONSULTANTs, as the case may be, of the parties. 24.6.If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 24.7.Al! exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly 8 050310 executed alaendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 24.8.This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fisca! year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section 24.8 shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. ZN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PI~O ALTO APPROVED AS TO FORM: Senior Asst. City Attorney APPROVED: NAVIGAIWT CONSULTING, INC. (If corporation: President or Vice-President By: Name : Title: (I~ corporation: Secretary or Treasurer) Taxpayer Identification No. Assistant City Manager Director of Administrative Services (Compliance with Corp. Code § 313 ~s re(~ired 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) 9 050310 SCOPE OF SERVICES Exhibit A 1. Electric Utility - Technical Consultinq, L#.qislative and Requ!atory Services The consultant shall perform services in the following areas: Monitor and analyze CAISO, CPUC, CEC, FERC, PG&E (Grid Planning), and other related agencies’ activities, and, based on discussions with Staff, represent the City’s interests in proceedings. Consultant will monitor, analyze and, represent the City’s interest in the activities of the CAISO, CPUC, CEC, FERC, PG&E (Grid Planning) and other agencies as related to CAISO tariff amendments, grid management charges, congestion charges, transmission access charges, neutrality and other charges and protect the City’s interests. Consultant will recommend regulatory strategies for the City and positions in proceedings before the FERC, CEC, CPUC and other agencies as appropriate. Consultant will monitor the developing California electricity market design and energy markets, and State and Federal involvement in the electricity industry as they relate to serving electric load in the San Francisco Greater Bay Area (Bay Area). Consultant will identify the Bay Area specific risks for the City from developments such as Iocational marginal pricing, local capacity requirements, firm transmission rights or other instruments such as CRRs, and State imposed measures for deliverability, outage coordination, maintenance standards and the use of muni-owned transmission lines and local generation. B. Maintain an ongoing presence at the CAISO to represent the City’s interests effectively. Consultant shall maintain routine and sufficient access to key policymakers and staff at the CAISO to facilitate, upon City authorization, effective and efficient representation of the City’s viewpoints and concerns on Bay Area transmission and system operation issues. C. Work with the City to establish regulatory and legislative objectives, goals and priorities. Consultant will communicate on a regular basis with the City staff and develop regulatory and legislative objectives and strategies for the City. D.Assist City with analysis, improvement and expansion of transmission, generation, and reliability issues for the City and in the Bay Area. Consultant will assist the City in identifying, developing and promoting long- term solutions for reliability and economic transmission needs, local generation, and non-wires solutions. Consultant may assist in efforts to upgrade City’s transmission interconnectlon to the grid. Consultant may also recommend economic transmission expansion or other alternatives for the Bay Area. Consultant will perform power flow, short circuit and feasibility studies for electric transmission, substation and generation conceptual plans as directed by City staff. Consultant will provide technical support to the City in coordination with PG&E, CAISO, the Western Area Power Administration, or other agencies as required concerning these plans. E.Assist City with issues related to public power and municipal utilities. Consultant will assist the City with municipal utility issues including but not limited to jurisdiction, tax-exempt bonds, access to low-cost federal power, renewable energy, energy efficiency, greenhouse gases and other environmental initiatives, independence in setting rates, and involvement in Joint Powers Authority for investment in generation and transmission of electricity. F.Assist City with issues related to grid reliability standards. Consultant will assist the City with requirements for registration and compliance with NERC and WECC grid reliability standards. G. Provide City with other electricity-related services as needed. The rapidly developing electricity industry scenario in California will require other advisory services from the consultant as these needs are identified by City staff. H.Assist City in coordinated efforts with other municipal utilities. Consultant will assist the City in coordinating efforts with other municipal utilities, including the Bay Area Municipal Transmission Group (BAMx), on issues such as described in 2.A through 2. G above. DELIVERABLES The deliverables will be determined on a task -by -task basis. Deliverables include written reports, oral presentations, recommendations and analysis. All report.s and written material must be provided to and approved by Resource Management Division (RM) staff prior to delivery to outside agencies. Ni VIGANT CONSULTING To provide the services outlined and discussed in Chapter 4 of this proposal, NCI proposes to price separately services for natural gas and electric utility consulting support. For natural gas consulting and electric utility consulting services, all work will be performed on a time and materials basis. NCI proposes a not-to-exceed price for natural gas consulting services of $145,000 for the first year of the contract. For the electric utility consulting services, NCI proposes a not-to-exceed price of $100,000 for the first year of the contract. Not to exceed prices for the second and third years of the RFP can also be provided upon request to NCI. As indicated in the City’s RFP, the specific tasks under this overall proposal for consulting support will be negotiated between City staff and NCI. Billing Rates Professional and support services for the City of Palo Alto’s natural gas utility, except for testimony, shalI be bilied at the following rates during Calendar Year 2007: Managing Director $337 per hour Director $288 per hour Associate Director $240 per hour Managing Consultant $220 per hour Senior Consultant $210 per hour Consultant $180 per hour Administrative Support $125 per hour The above rates shall be adjusted each year, commencing January 1, 2008, to reflect the change in hourly rates officially established by NCI. 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 NCL All travel, food, lodging, and miscellaneous expenses, except automobile mileage, associated with Lhe provision of services hereunder shall be billed at cost. Automobile mileage will be billed at the rate approved by the Internal Revenue Service. Client shall reimburse NCI for any applicable sales tax imposed on services rendered by NCI to Client. EXHIBIT C INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH A BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTSAS SPECIFIED, BELOW: MINIMUM LIMITS REQUIRED TYPE OF COVERAGE REQUIREMENT EACH OCCURRENCE AGGREGATE YES WORKER’S COMPENSATION STATUTORY YES AUTOMOBILE LIABILITY STATUTORY BODILY INJURY YES COMPREHENSIVE GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRELEGALLIABILITY COMPREHENSIVE AUTOMOBILE LIABILITY, INCLUDING, OWNED, HIRED, NON-OWNED PROFESSIONAL LIABILITY,INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (VVHEN APPLICABLE), AND NEGLIGENT PERFORMANCE YES PROPERTY DAMAGE BODILYINJURY&PROPERTYDAMAGE COMBINED. BODILYINJURY EACH PERSON EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY .DAMAGE, COMBINE~. ALL DAMAGES NO $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES THE CITY OF PALO ALTO IS TO BE N~ED AS AN ADDITIONAL INSURED: PROPOSER, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANTAGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY PROPOSER AND ITS SUBCONSULTANS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAf~ING AS ADDITIONAL INSURES CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS,AND EMPLOYEES. I.INSURANCE COVERAGE MUST INCLUDE: A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY II.SUBMIT CERTIFICATE(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE, OR COMPLETE THIS SECTION AND IV THROUGH V, BELOW. A.NAME AND ADDRESS OF COMPANY AFFORDING COVERAGE (NOT AGENT OR BROKER): B.NAME, ADDRESS, AND PHONE NUMBER OF YOUR INSURANCE AGENT/BROKER: C.POLICY NUMBER(S): City of Palo Alto -Page 1 of 2 EXHIBIT C INSURANCE REQUIREMENTS D.DEDUCTIBLE AMOUNT(S) (DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL): IV. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AND PROPOSER’S SUBMITTAL OF CERTIFICATES OF INSURANCE EVIDENCING COMPLIANCE WITH THE REQUIREMENTS SPECIFIED HEREIN. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSURES" A.PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSURES. B.CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSURES UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C.NOTICE OF CANCELLATION IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. tF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. PROPOSER CERTIFIES THAT PROPOSER’S INSURANCE COVERAGE MEETS THE ABOVE REQUIREMENTS: THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW. SIGNATURE(S) MUST BE SAME SIGNATURE(S) AS APPEAR(S) ON SECTION II, ATTACHMENT A, PROPOSER’S INFORMATION FORM. Firm: Signature: Name: (Print or type name) (Print or type name) Signature: Name: NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P,O. BOX 10250 PALO ALTO, CA 94303. City of Palo Alto -Page 2 of 2 Exhibit D 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 of any person because of race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person; that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscriminalion in employment. 1.If Proposer is INDIVIDUAL, sign here: Date: Proposer’s Signature Proposer’s lyped name and title If Proposer is PARTNERSHIP or JOINT VENTURE, at least (2) Partners or each of the Joint Venturers shall sign here: Partnership or Joint Venture Name (type or print’ Date: Member of ~e Partnership or Joint Venture signature Member of the Partnership or Joint Venture signature Date: 3.If Proposer is a CORPORATION, the duly authorized officer(s) shall sign as follows: The undersigned certify that they are respectively: and Title Title Of the corporation named below; that they are designated to sign the Proposal Cost Form by resolution (attach a certified copy, with corporate seal, if applicable, notarized as to its authenticity or Secretary’s certificate of authorization) for and on behalf of the below named CORPORATION, and that they are authorized to execute same for and on behalf of said CORPORATION. Corporatibn Name (type or print) Date: By:Date: Title: City of Palo Alto - RFP DATE (MM/DD/YYYY)ACORDo CERTIFICATE OF LIABILITY INSURANCE 01/09/2007 Aon Risk Services, Inc.of Illinois FItlSCERTIF1CATEIS tSSUED AS A MATTER OF INFORMATION ONLY 200 Eas~ Randol ph AND CONFERS NO RIGHTS Ut’ON THE CERTIFICATE ItOLDER. THIS cbi caoo IL 60601 USA CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER TIlE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COV%RA(-;EPU{}~E-(866) 283-73_22 VAX-(847) 953-5390 Navigan~ Consulting, Inc. 615 N. Wabash AvenueChicago, IL 60611 USA INSUBER A: iNSUREI< B: INSURER C: INSURER D: INSURER E: NA1C # T~avelers Property Cas co of America 25674 Charter oak Fire Ins Co 25615 Travelers Indemnity Co of Ct 25682 XL Specialty Insurance Co 37885 TIlE P(}I_ICIES OF INSURANCE LISTED BEI.OW itA\E BEEN ISSUED TO TIlE INSUREI) NAMED ABO\E EOR TIlE POI.ICY PERIOD INDICATEI). N(ylIWITItSTANDING ANY REQLIREMENt. TERM OR CONDITI(}N OF ANY CONTRAC-F OR OTHER D{)CUMENT WITH RESPECT TO ~ }tlCH Tills CER-IIEI( ATE MAY BE ISSUED OR MAY I}I~RI’AIN, TIlE INSURANCE AFFORDED BY TIlE POLICIES I)ESCRII3ED tIEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCtt POLICIES A(iGRE(3ATE [_IMFFS SIIOWN MAY IIAVE []KEN REI)UCED 13Y PAID CI.AIMS. A {;EN ERAI. t.lAImArY P630~955~463~L0’g’12/’3 ~/06 12/3t/07 EACH OCCURREN{?E A A AI.’ l’{i~l{}tll I.E LIABILITY GENERAL AGGRI’,GA’112 D&O Coverage P8109955~463T2L06 PSMCUP9955B463TZLO6 PVYBOUB9955B46306I PEUB2623C02506 12/31/06 12/31/06 12/31/06 12/31/06 12/31/07 12/31/07 {}TILER TIU\N EA ACC $!,000,000 $500,000 $10,000 $!,000,000 $2,000,000 ~2,000,000 {Ea accident)$1,000,000 ELU09587906 12/31/07 12/31/06 i2/31/07 Ilf S{’RtPI’I{Ih, OF {}PERAItONS Lt)CATI{}NS VEIIICLES EX(TLi. SI(iNS ADDED tiY ENDORSENIENT, SPECb\L PP-OVISR)NS EIL. I)ISEASE-EA EMPLOYEE EL DISEASEd’OLICY I.IMFF aggregate $i0,000,000 $10,000,000 $i,000,000 $I,000,000 $!,000,000 SlO,OOO,O6O 510,000,000 $i,000,000 CERTIFICATE HOL~ER Navigant Consulting, Inc, Attn: MS. Rin Patterson 3200 Zin~andel DriveSte 600 Rancho Cordova CA 95670 USA CANCELLATION _~ ACORD CORPORATION 1988 ~ ATTACHMENT B CITY OF PALO ALTO CONTRACT NO.C08121335 AGREEMENT BETWEEN THE CITY OF PAL0 ALTO AND FLYI~N RESOURCE CONSULTANTS, INC. FOR PROFESSIONAL SERVICES ~TECHHTCAT, CONSNT,TING VOR T,EGTSLATTVE AND REGULATORY SERViCSS ELECTRIC AND GAS) This AGREEMENT is entered into , by and between the CITY OF PALO ALTO, a California Charter City and a municipal corporation of the State of California ("CITY"), and Flynn Resource Consultants, Inc., a California corporation, located at 5440 Edgeview Drive, Discovery Bay, CA 94505 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. C!TY intends to monitor and analyze CPUC proceedings and represent the City’s interests("Project") and desires to engage a consultant to assist the City with technica!, regulatory and legislative support in the energy (electric) fields in connection with the Project ("Services"). B. CONSULTANT has represented that it and any subconsultants have the necessary professional expertise, qualifications, and capability, and al! required licenses and/or certifications to provide the Services. C. CiTY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit "A", attached to and made a part of this Agreement. D. CONSULTANT has agreed to perform the Services on the terms and conditions contained in this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants,terms, and conditions, this Agreement, the parties agree: ~AGREEMENT Section i. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit "A" in accordance with the terms and conditions contained in this Agreement. The performance of al! Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution to upon completion of the services with the schedule of the services in accordance with the schedule of performance attached as Exhibit "A", unless terminated earlier 050310 i pursuant to Section 20 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit "B", attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. ¯.~be .SECTION 4 NOT TO EXCEED COMPENSATION The compensaL_on to maid to CONSULTANT for performance of the Services described in Exhibit "A", including both payment for professional services and reimbursable expenses, shall not exceed One Hundred Fifty Thousand Dollars ($150,000). The applicable rates and schedule of payment ~xh~b "B", entitled "COMPENSATION," ~isare set out in ~ ~ it _v,hich attached to and made a part of this Agreement. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit "C". CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shal! mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described in Exhibit "A". SECTION 5. INVOICES. in order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit "B") . if applicable, the invoice sha!l also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shal! be subject to verification by CITY. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the ~rofessional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants have and shal! maintain during the term of this Agreement al! licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. 050310 All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevai! among professionals in the same discipline and of similar knowledge and skill enmamed in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shal! keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders~that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shal! procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. CONSULTANT shall report immediately to the CITY’s project manager, in writing, any discrepancy or inconsistency it discovers in the laws, ordinances, regulations, orders, and/or guidelines in relation to the Project of the performance of the Services. All documentation prepared by CONSULTANT shall provide for a completed project that conforms to all applicable codes, rules, regulations and guidelines that are in force at the time such documentation is prepared. SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to C!TY, any and all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY gives notice to CONSULTANT. SECTION 9. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or emp!oyee of the CITY. The manner and means of conducting the Services are the responsibility of and under the contro! of CONSULTANT, except to the extent they are limited by applicable law and the express terms of this Agreement. CONSULTANT will be responsible for employing or engaging all persons necessary to perform the Services. All contractors and employees of CONSULTANT are deemed to be under CONSULTANT’S exclusive direction and control. CONSULTANT shall be responsible for their performance. SECTION i0. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are materia! considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the city 050310 manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager wil! be void. SECTION ii. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. SECTION 12. PROJECT MANAGEMENT. CONSULTANT will assign Doug Boccignone as the project director to have supervisory responsibility for the performance, progress, and execution of the Services. If circumstances or conditions subsequent to the execution of this Agreement cause the substitution of the project director or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approva! of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. The city manager will represent CITY for all purposes under this Agreement. Karla Daily is designated as the project manager for the CITY. The project manager wil! be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. The CITY may designate an alternate project manager from time to time. SECTION 13. DUTIES of CITY. To assist CONSULTANT in the performance of the Services, CITY wi!l furnish or cause to be furnished the specified services and/or documents described in Exhibit "A" and such other available information as may be reasonably requested by CONSULTANT. SECTION 14. OWNERSHIP OF MATERIALS. All drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed or discovered by CONSULTANT or any other person engaged directly or indirectly by CONSULTANT to perform the services required hereunder shall be and remain the property of CITY without restriction or limitation upon their use. Neither CONSULTANT nor its contractors, if any, shal! make any of such materials available to any individual or organization without the prior written approva! of the city manager or designee. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT ’ s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the 4 050310 expiration or earlier termination of this Agreement. SECTION 16 INDEMNITY. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemnified Party") from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including al! costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements ("Claims") that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it i~ ~d in p~rt hv an Tnd~mni lied Party. Notwithstanding the above, nothing in this Section 17 shall be construed to require CONSULTANT to indemnify an indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 sha!l survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, wil! not be .deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18.INSURANCE. 18.1.CONSULTANT, at its sole cost and expense, shall obtain and maintain, in ful! force and effect during the term of this Agreement, the insurance coverage described in Exhibit "C". CONSULTANT and its contractors, if any, shal! obtain a policy endorsement naming the City of Pa!o Alto as an additional insured under any general liability or automobile policy or policies. 18.2.All insurance coverage required hereunder shall 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 contractors of CONSULTANT retained to perform Services under this Agreement will ~bt~in and maintain, in f~ll force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3.Certificates evidencing such insurance shall be 5 o~o~!o filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to <he approval of CITY’s Risk Manager and wil! contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation or modification, CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Purchasing Manager during the entire term of this Agreement. 18.4.The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfi!l the indemnification provisions of this Agreement. No<withstanding 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 Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. WORKERS’ COMPENSATION. CONSULTANT, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of California which require every emp!oyer 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 and during the performance of the Services. SECTION 20.TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 20.1.The city manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (I0) days’ prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT wil! immediately discontinue its performance of the Services. 20.2.CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving ten (i0) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 20.3.Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 6 050310 20.4.Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., i0 days after giving notice) of suspension or termination; provided, however, if this Agreement 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 acting in the reasonable exercise of his/her discretion 20.5. 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 Agreement. SECTION 21.NOTICES. 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 Pa!o Alto, CA 94303 With a copy to the Purchasing Manager. To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 22.CONFLICT OF INTEREST 22.1.in accepting this Agreement, 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. 22.2.CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement 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. 22.3. If the Project Manager determines that CONSULTANT is a "’Consultant" as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disc!osure documents required by the Palo Alto Municipal Code and the Political Reform 7 050310 Act . SECTION 23. NONDISCRIMINATION. As set forth in ?alo Alto Municipal Code section 2.30.510, CONSULTANT agrees that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orien<ation, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Chapter 2.30 of the Pa!o Alto Municipal Code relating to Nondiscrimination Requirements and the .pena!ties for violation thereof, and agrees to meet all requirements of Chapter 2.30 pertaining to nondiscrimination in employment, including completing the form furnished by CITY and set forth in Exhibit "D". SECTION 24. MISCELLANEOUS PROVISIONS. 24.1. This Agreement will be governed by the laws of the State of California. 24.2.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. 24.3.The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. ~i 4 This document represents the entire and integrated agreement 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. 24.5. The covenants, terms, conditions and provisions of this Agreement wil! apply to, and will bind, the heirs, successors, executors, administrators, assignees, and CONSULTANTs, as the case may be, of the parties. 24.6.If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in ful! force and effect. 24.7.All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in 8 050310 this Agreement and will be deemed to be a part of this Agreement. 24.8.This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section 24.8 shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of Zhis Agreement. IN WITNESS WHER~wF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. APPROVED AS TO FORM:CITY OF PALO ALTO Senior Asst. City Attorney APPROVED: Director of ~.dmin=snra~ive Services Assistant City Manager FLYNN RESOURCE CONSULTANTS,INC (If corporation: President or Vice-President) (if corpora~o~ Secretar~ or Treasurer) Taxpayer Identification No. (Compliance with Corp. Code § 3!3 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) 9 0~03i0 SCOPE OF SERVICES Exhibit A TASKS, DELIVERABLES, SCHEDULE 1. Electric Utility- Technical Consultinq, Legislative and Requla~Q.ry Services The consultant shall perform services in the following areas: A. Monitor and analyze CAISO, CPUC, CEC, FERC, PG&E (Grid Planning), and other related agencies’ activities, and, based on discussions with Staff, represent the City’s interests in proceedings. Consultant will monitor, analyze and, represent the City’s interest in the activities of the CAISO, CPUC, CEC, FERC, PG&E (Grid Planning) and other agencies as related to CAISO tariff amendments, grid management charges, congestion charges, transmission access charges, neutrality and other charges and protect the City’s interests. Consultant will recommend regulatory strategies for the City and positions in proceedings before the FERC, CEC, CPUC and other agencies as appropriate. Consultant will monitor the developing California electricity market design and energy markets, and State and Federal involvement in the electricity industry as they relate to serving electric load in the San Francisco Greater Bay Area (Bay Area). Consultant will identify the Bay Area specific risks for the City from developments such as locational marginal pricing, local capacity requirements, firm transmission rights or other instruments such as CRRs, and State imposed measures for deliverability, outage coordination, maintenance standards and the use of muni-owned transmission lines and local generation. B. Maintain an ongoing presence at the CAISO to represent the City’s interests effectively. Consultant shaft maintain routine and sufficient access to key policymakers and staff at the CAISO to facilitate, upon City authorization, effective and efficient representation of the City’s viewpoints and concerns on Bay Area transmission and system operation issues. C. Work with the City to establish regulatory and legislative objectives, goals and priorities. Consultant will communicate on a regular basis with the City staff and develop regulatory and legislative objectives and strategies for the City. Assist City with analysis, improvement and expansion of transmission, generation, and reliability issues for the City and in the Bay Area. Consultant will assist the City in identifying, developing and promoting long- term solutions for reliability and economic transmission needs, local generation, and non-wires solutions. Consultant may assist in efforts to upgrade City’s transmission interconnection to the grid. Consultant may also recommend economic transmission expansion or other alternatives for the Bay Area. Consultant will perform power flow, short circuit and feasibility studies for electric transmission, substation and generation conceptual plans as directed by City staff. Consultant will provide technical support to the City in coordination with PG&E, CAISO, the Westem Area Power Administration, or other agencies as required concerning these plans. E.Assist City with issues related to public power and municipal utilities. Consultant will assist the City with municipal utility issues including but not limited to jurisdiction, tax-exempt bonds, access to low-cost federal power, renewable energy, energy efficiency, greenhouse gases and other environmental initiatives, independence in setting rates, and involvement in Joint Powers Authority for investment in generation and transmission of electricity. F.Assist City with issues related to grid reliability standards. Consultant will assist the City with requirements for registration and compliance with NERC and WECC grid reliability standards. G. Provide City with other electricity-related services as needed. The rapidly developing electricity industry scenario in California will require other advisory services from the consultant as these needs are identified by City staff. H.Assist City in coordinated efforts with other municipal utilities. Consultant will assist the City in coordinating efforts with other municipal utilities, including the Bay Area Municipal Transmission Group (BAMx), on issues such as described in 2.A through 2. G above. DELIVERABLES The deliverables will be determined on a task -by -task basis. Deliverables include written reports, oral presentations, recommendations and analysis. All reports and written material must be provided to and approved by Resource Management Division (RM) staff prior to delivery to outside agencies. EXHIBIT B Because the level of effort required in each task area is dependent upon outside influences, such as potential future ISO FERC filings, and upon the degree to which CPAU is able to leverage the efforts of other entities with similar interests, such as CMUA, NCPA and B~%Mx, it is not possible to provide a detailed breakdown of costs or fees by task area. Flynn RCI’s hourly rates for services are provided below: Rates for Setwices - 2007 Fly~m Resource Consultants Inc. hourly rates for professional services are listed below: Princip!l Senior Consultant Consultant Associate Consultant Analyst $240-285 per hour $190-240 per hour $160-190 per hour $13 O- 160 per hour $ 80-130 per hoar Reproduction, printing, communications, computer services, and other miscellaneous support services shall be billed at 5% (five percent) of the labor costs for the billing period. This additional "non-labor" cost will be included for each billing period, All travel, food, and miscellaneous expenses, except automobile mileage, associated with the provision of services hereunder shall be billed at cost. Automobile mileage will be billed at the rate approved by the Internal Revenue Service. This Schedule of Fees shall be reviewed annually. 24 PRODUCER (925)935-0545 F/~X (925)935-0486 Nourse ~nsuranee Brokers, ~nc. License #0508345 590 Lennon Lane-Suite 160 Walnut Creek, CA 94598-0868 T~0-~-ED Flynn Resource Consultants 5440 Edgeview Drive Discovery Bay, CA 94514 CERTiFiCATE OF UAB UTY NSURANCE I 06/21/2007 THIS CERTIFICATE IS ISSUED AS A MAi~ F-.R OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND ORALTER THE COVERAGE AFFORDED By THE ,PQL!CIES BELOW, INSURERS AFFORDING COVERAGE INS’U~ERA: Sequoia insurance" Company INSURERB: Endurance Re Corp of .Mnerica INSIURER C: ~NS’~RER D: ............ INsuRER E: NAIC # 11551 COVERAGES 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 CONTF:~CT OR OTHER DOCUMENT WiTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED ORMAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCHPOLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ;LAIMS.~POLICY EFFECTIVE POLICY EXPIRATION TYP~ OFADD’INSURANCE POL|CY NUMBER ,,DATE" ({~.~t~f4’)rt.,’YY~ ....t)AT~ t~,~M,,T)D~YY)L|MITS SBP2025522 11/01/2006 1]~/01/2007 EACHDCCURRE"C~ ............’* "2,000~00~GENERAL LIABILITY X COMM E RCtAL GE NE FIAL LIABILITY ----] CLAIMS MADE [~ OCCUR Business Liabi lit)’ GEN’L AGGREGATE LIMIT APPLIES PER: ~ PRO----~ POLICY I { JECT AU,__._~OMOBILE LIABILITY" ANY AUTO ALL OWNED AUTOS ~SCHEDULED AUTOS ~ HIRED AUTOS NON-OWNED AUTOS GARAGE LLttBILI~(~ANY AUTO F--~ LOC DAMAGE TO RENTED MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL. AGGREGATE PRODUCTS - COMP/OP AGG 300,00~ 10,00~ included 4,000,000 4~000~000 SBP20Z’5522 11/0’112006 1~/01/2007 COMBINED SINGLE UMIT (Ea accident) BODILY INJURY(Per person) BODILY INJURY (Per accident) PRQPERTY DAMAGE(Per accident) AUTO ONLY- EA ACCtDENT OTHER THAN EA ACC AUTO ONLY AGG EACH OCCURRENCE MADE AGGREGATE $~ncluded $ $ $ $ S __~ DEDUCTIBLE RETENTION $ ....... WORKERS CO~,,PENSATION AND \~T2q001480201 02/01/Z007 02/0112008 XToRyWCSTA~" I, IMPS I~: EMPLOYERS’ L~BIL~E.L. EACH ACCID£~T ~ANY pROp RIETO~PAR~E RtE XE C UT~E ............ OFF(CE~MEMBER EXCLUDED0 E.L. DISEASE - EA EMPLOYEE If yes, descnbe under SPEC~L PROV S ONS below ,EL DISEASE - POLICY LiMiT ~ OTHEB ~C~P~TIONS I [OCATIONS.I VEHIGLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPEgI~L ~BOVISION~ ...........[he C~ty of Pale A]*o and ~*s counc~ members, officers, agents and employees are ~nc~uded , $1,000,00~ $1~000~001] as additional insured per policy form BP04020702. *Exceo~ for ten (10) day notice of cance]~a*ion for non payment of premium. CERTIFICATE HOLDER City of Pale Alto Purchasing and Contrac* Adm. P.O. Box ~0250 Pale Al*o, CA 94303 ACORD 25 (2001108) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ 3_~._~ DAYS WRFFTEN NO’RCE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHOR bL~ED REPRESENTATIVE ~/~__/~z~ ~__~~amle Yaudes,~ CISR/~hLN ©ACORD CORPORATION 1988 I /IPORTANT If the certificate holder is an ADD)TIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate hnl~r in li~=l~ nf e:~t~h ~nAnre~m~nft~’~ DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001/08) Exhibit D 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 of any person because of race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person; that they are in compliance with Federal, State and local directives and executive orders regarding nondiscrimination in employment. 1.If Proposer is INDIVIDUAL, sign here: Date: Proposer’s Signature Proposer’s typed name and title tf Proposer is PARTNERSHIP or JOINT VENTURE, at least (2) Partners or each of the Joint Venturers shall sign here: Partnership or Joint Venture Name (type or print) Date: Member of the Partnership or Joint Venture signature Member of the Partnership or Joint Venture signature Date: 3.If Proposer is a CORPORATION, the duly authorized officer(s) shall sign as follows: The undersigned certify that they are respectively: Title Title Of the corporation named below; that they are designated to sign the Proposal Cost Form by resolution (attach a certified copy, with corporate seal, if applicable, notarized as to its authenticity or Secretary’s certificate of authorization) for and on behalf of the below named CORPORATION, and that they are authorized to execute same for and on behalf of said CORPORATION. Corporation Name (type or print) Date: City of Palo Alto - RFP WRITTEN CONSENT TO ACTION WITHOUT MEETING The undersigned Directors of Flynn Resource Consultants Inc. hereby consent(s) as follows: That the President and Chief Financial Officer of the corporation, together or individually, has the authority to enter into any contract or execute any instrument in the name of and on behalf of the corporation. Printed Name :~-,-,- ,’< i--&- ~ ................... ",,_.~ .’--i, i ~ ." ’ ,,: .~::;~ r i ,,___f A TTACHMENT C CITY OF PALO ALTO CONTRACT N0.C08121336 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND NAVIGANT CONSULTING, INC. FOR PROFESSIONAL SERVICES (TECHIqICAL CONSULTING FOR LEGISLATIVE AND REGULATORY SERVICES IN GAS) This AGREEMENT is entered into , by and between the CITY OF PALO ALTO, a California Charter City and a municipa! corporation of the State of California ("CITY"), and Navigant Consulting, Inc., 3100 Zinfandel Drive, Suite 600, Rancho Cordova, CA 95670 ("CONSULTItNT") . RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to monitor and analyze CPUC proceedings and represent the City’s interests (~Project") and desires to engage a consultant to assist the City with technica!, regulatory and legislative support in the energy (gas) field in connection with the Project ("Services"). B. CONSULTANT has represented that it and any subconsultants have the necessary professiona! expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit ~A", attached to and made a part of this Agreement. D. CONSULTANT has agreed to perform the Services on the terms and conditions contained in this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, this Agreement, the parties agree: AGREEMENT Section I. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit ~A" in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution to completion of the services, unless terminated earlier pursuant to Section 20 of this Agreement. 050310 SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION° The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit "B", including both payment for professional services and reimbursable expenses, shal! not exceed One Hundred Thousand Dollars for the first year, One Hundred Thousand Dollars for the potential second year, and One Hundred Twenty Five Thousand Dollars for the potential third year. In the event Additional Services are authorized, the tota! compensation for services and reimbursable expenses shall not exceed Thirty Two Thousand Five Hundred Dollars ($32,500). The applicable rates and schedule of payment are set out in Exhibit ~B~, entitled ~COMPENSATION," which is attached to and made a part of this Agreement. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit ~B". CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described in Exhibit "A". SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit "B") . If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. Al! of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technica! personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are 050310 2 legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and ski!l engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all applicable federal, state and !ocal laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. CONSULTANT shall report immediately to the CITY’s project manager, in writing, any discrepancy or inconsistency it discovers in the laws, ordinances, regulations, orders, and/or guidelines in relation to the Project of the performance of the Services. All documentation prepared by CONSULTANT sha!l provide for a completed project that conforms to all applicable codes, rules, regulations and guidelines that are in force at the time such documentation is prepared. SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any and al! errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY gives notice to CONSULTANT. SECTION 9. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shal! act as and be an independent contractor and not an agent or emp!oyee of the CITY. The manner and means of conducting the Services are the responsibility of and under the contro! of CONSULTANT, except to the extent they are limited by applicable law and the express terms of this Agreement. CONSULTANT will be responsible for employing or engaging all persons necessary to perform the Services. Al! contractors and emp!oyees of CONSULTANT are deemed to be under CONSULTANT’S exclusive direction and contro!. CONSULTANT shal! be responsible for their performance. SECTION i0. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’ s 050310 3 obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION ii. SITBCONTltACTING. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. SECTION 12. PROJECT MANAGEMENT. CONSULTANT will assign Bryan W. Griess as the project director to have supervisory responsibility for the performance, progress, and execution of the Se_~-vices. If circumstances or conditions subsequent to the execution of this Agreement cause the substitution of the project director or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. The city manager will represent CITY for all purposes under this Agreement. Karla Dailey is designated as the project manager for the CITY. The project manager wil! be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. The CITY may designate an alternate project manager from time to time. SECTION 13. DUTIES of CITY. To assist CONSULTANT in the performance of the Services, CITY will furnish or cause to be furnished the specified services and/or documents described in Exhibit "A" and such other available information as may be reasonably requested by CONSULTANT. SECTION 14. OWNERSHIP OF MATERIALS~ All drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed or discovered by CONSULTANT or any other person engaged directly or indirectly by CONSULTANT to perform the services required hereunder shall be and remain the property of CITY without restriction or limitation upon their use. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the city manager or designee. SECTION 15. AUDITS. CONSULTANT wil! permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain 050310 and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16 INDEMNITY. To the fu!lest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemnified Party") from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other !oss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements ("Claims~) that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. Notwithstanding the above, nothing in this Section 17 shal! be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18.INSURANCE. 18.1.CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit CONSULTANT and its contractors, if any, shal! obtain a policy endorsement naming the City of Palo Alto as an additional insured under any general liability or automobile policy or policies. 18.2.All insurance coverage required hereunder shall 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! contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 5 050310 18.3.Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. 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 wi!l not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation or modification, CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Purchasing Manager during the entire term of this Agreement. 18.4.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 Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT wil! 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 Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. WORKERS’ COMPENSATION. CONSULTANT, by executing this Agreement, 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 and during the performance of the Services. SECTION 20. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 20.1.The city manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (i0) days’ prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 20.2.CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving ten (i0) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 20.3.Upon such suspension or termination, and upon such suspension or termination, and upon payment in full of all undisputed invoices, CONSULTANT shal! deliver to the City Manager immediately .any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or 050310 its contractors, if any, in connection with this Agreement. materials will become the property of CITY. Such 20.4.Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., i0 days after giving notice) of suspension or termination; provided, however, if this Agreement 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 acting in the reasonable exercise of his/her discretion 20.5. 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 Agreement. SECTION 21o NOTICES. 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 With a copy to the Purchasing Manager. To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 22. CONFLICT OF INTEREST 22.1.In accepting this Agreement, 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. 22.2.CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financia! interest under this Agreement 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. 22.3. If the Project Manager determines that CONSULTANT is a ’~Consultant" as that term is defined by the Regulations of the Fair Politica! Practices Commission, CONSULTANT shal! be required 7 050310 and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and Politica! Reform Act. SECTION 23. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT agrees that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Chapter 2.28 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Chapter 2.28 pertaining to nondiscrimination in employment, including completing the form furnished by CITY and set forth in Exhibit "D". SECTION 24. MISCELLAIqEOUS PROVISIONS. 24.1. This Agreement will be governed by the laws of the State of California. 24.2.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. 24.3.The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable cost~ and attorneys’ fees expended in connection with that action. 24.4.This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or ora!. This document may be amended only by a written instrument, which is signed by the parties. 24.5.The covenants, terms, conditions and provisions of this Agreement will apply to, and wi!l bind, the heirs, successors, executors, administrators, assignees, and CONSULTANTs, as the case may be, of the parties. 24.6.If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 24.7.All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly 8 050310 executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 24.8.This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section 24.8 shall take precedence in the event of a conf[Lict with any other covenant, term, condition, or provision of this Agreement. ZN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PI~O ALTO APPROVED AS TO FORM: Senior Asst. City Attorney APPRO~-ED: NAS/IGANT CONSULTING, INC. Name: ~}e~_ ~. ~-@~t~<~ (~f co~oration: President or Vic~-Pr~sident) By: Name : Title: (!~ corporation: Secretary or Treasursr) Taxpayer Identification No. Assistant City Manager Director of Administrative Services (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) 050310 EXHIBIT A - SCOPE OF SERVICES Gas Utility - Technical Consulting, Legislative and Regulatory Services The Scope of Services for this RFP is provided below. The consultant will be asked to perform services in the following areas: A. Monitor and analyze CPUC proceedings and represent the City’s interests. Consultant shall monitor and analyze orders, decisions, and filings by and before the CPUC and the FERC for impact on the City. Consultant shall recommend courses of action to represent the City’s interests in such proceedings, including presentation of testimony. Specifically, Consultant shaft provide this support for the CPUC’s Capacity OIR and PG&E gas rate cases. B. Maintain an on going presence at the CPUC and PG&E to represent the City’s interests effectively Consultant shall maintain routine and sufficient access to key policymakers and staff at the CPUC to facilitate, upon City authorization, effective and efficient representation of the City’s viewpoints and concerns on gas regulatory issues. Consultant will also maintain routine contact with key staff at PG&E. C. Work with City to establish regulatory and legislative objectives, goals and priorities. Consultant will communicate on a regular basis with the City staff and develop regulatory and legislative objectives and strategies for the City. Consultant shall perform work requested by the City to support attaining its gas acquisition, gas storage and transportation objectives. D. Assist City in any negotiation with PG&E post the current Gas Accord Settlement Consultant shaft assist City staff in negotiating with PG&E through settlement or by participating in a CPUC hearing for backbone transmission service, storage assets and other related issues for the period after the expiration of PG&E’s current Gas Accord. E. Assist City in the PG&E’s BCAP process Consultant shaft assist City staff analyzing PG&E’s local transmission rates. F.Assist City with issues related to publicly-owned natural gas utilities. Consultant will assist the City with publicly-owned gas utility issues including but not limited to jurisdiction, tax-exempt bonds, energy efficiency, greenhouse gases and other environmental initiatives, independence in setting rates, and involvement in Joint Powers Authority for investment in natural gas supplies and facilities. G: Provide the City with miscellaneous natural gas procurement and transportation related consulting services Consultant shall perform other natural gas related work as requested by City staff. DELIVERABLES The deliverables will be determined on a task -by -task basis. Deliverables include written reports, oral presentations, recommendations and analysis. All reports and written material must be provided to and approved by Resource Management Division (RM) staff prior to delivery to outside agencies. CONSULTING To provide the services outlined and discussed in Chapter 4 of this proposal, NCI proposes to price separately services for natural gas and electric utility consulting support. For natural gas consulting and electric utility consulting services, all work will be performed on a time and materials basis. NCI proposes a not-to-exceed price for natural gas consulting services of $145,000 for the first year of the contract. For the electric utility consulting services, NCI proposes a not-to-exceed price of $100,000 for the first ),ear of the contTact. Not to exceed prices for the second and third years of the RFP can also be provided upon request to NCI. As indicated in the City’s RFP, the specific tasks under this overall proposal for consulting support will be negotiated between City staff and NCI. Billing Rates Professional and support services for the City of Palo Alto’s natural gas utility, except f~)r testimony, shall be billed at the following rates during Calendar Year 2007: Managing Director $337 per hour Director $288 per hour Associate Director $240 per hour Managing Consultant $220 per hour Senior Consultant $210 per hour Consultant $180 per hour Administrative Support $125 per hour The above rates shall be adjusted each year, commencing January 1, 2008, to reflect the change in hourly rates officially estabIished by NCI. Testimony shall be billed at not Iess 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 NCI. All travel, food, lodging, and miscellaneous expenses, except automobile mileage, associated with the provision of services hereunder shall be billed at cost. Automobile mileage will be billed at the rate approved by the Internal Revenue Service. Client shall reimburse NCI for any applicable sales tax imposed on services rendered by NCI to Client. EXHIBIT C INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH A BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. &.WARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: MINIMUM LIMITS REQUIRED TYPE OF COVERAGE REQUIREMENT EACH AGGREGATEOCCURRENCE YES WORKER’S COMPENSATION STATUTORY ~ YES AUTOMOBILE LIABILITY STATUTORY BODILY INJURY YES YES COMPREHENSIVE GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY COMPREHENSIVE AUTOMOBILE LIABILITY, INCLUDING, OWNED, HIRED, NON-OWNED PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE PROPERTY DAMAGE BODtLYINJURY&PROPERTYDAMAGE COMBINED, BODILY INJURY" EACH PERSON EACH OCCURRENCE PROPERTY DAMAGE BODILYINJURYAND PROPERTY DAMAGE, COMBINED $1,ooo,0oo $1,000,o00 $1,000,0o0 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 ALL DAMAGES $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $11000,000 $1,000,000 $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NhJYlED AS AN ADDITIONAL INSURED: PROPOSER, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY PROPOSER AND ITS SUBCONSULTANS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSURES CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS,AND EMPLOYEES. II. INSURANCE COVERAGE MUST INCLUDE: Ao A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE tN COVERAGE OR OF COVERAGE CANCELLATION; AND A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY SUBMIT CERTIFICATE(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE, OR COMPLETE THIS SECTION AND IV THROUGH V, BELOW. A.NAME AND ADDRESS OF COMPANY AFFORDING COVERAGE (NOT AGENT OR BROKER): B.NAME, ADDRESS, AND PHONE NUMBER OF YOUR INSURANCE AGENT/BROKER: C.POLICY NUMBER(S): City of Palo Alto -Page 1 of 2 EXHIBIT C INSURANCE REQUIREMENTS D.DEDUCTIBLE AMOUNT(S) (DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL): Ill. IV. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AND PROPOSER’S SUBMITTAL OF CERTIFICATES OF INSURANCE EVIDENCING COMPLIANCE WITH THE REQUIREMENTS SPECIFIED HEREIN, ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSURES" A.PR! MARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY 1S PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTINGWITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSURES. B.CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSURES UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C.NOTICE OF CANCELLATION IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITYAT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. PROPO. SER CERTIFIES THAT PROPOSER’S INSURANCE COVERAGE MEETS THE ABOVE REQUIREMENTS: THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW. SIGNATURE(S) MUST BE SAME SIGNATURE(S) AS APPEAR(S) ON SECTION I1, ATTACHMENT A, PROPOSER’S INFORMATION FORM. Firm: Signature: Name:(Pdnt or type name) (Print or type name) Signature: Name: NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303. City of Palo Alto -Page 2 of 2 Exhibit D 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 of any person because of race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person; that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment. 1.If Proposer is INDIVIDUAL, sign here: Date: Proposer’s Signature Proposer’s lyped name and title 2o If Proposer is PARTNERSHIP or JOINT VENTURE, at least (2) Partners or each of the Joint Venturers shall sign here: Partnership or Joint Venture Name (type or print’ Date: Date: Member of l~e Partnership or Joint Venture signature Member of the Partnership or Joint Venture signature 3.If Proposer is a CORPORATION, the duly authorized officer(s) shall sign as follows: The undersigned certify that they are respectively: and Title Title Of the corporation named below; that they are designated to sign the Proposal Cost Form by resolution (attach a certified copy, with corporate seal, if applicable, notarized as to its authenticity or Secretary’s certificate of authorization) for and on behalf of the below named CORPORATION, and that they are authorized to execute same for and on behalf of said CORPORATION. Corpor,atlbo Name (~pe or print) Title: By:.Date: Title: City of Palo Alto - RFP ACORD. Aon Risk Services, ~nc. 200 East Randolphchicago ~L 60605 USA PHONE.(866) 283-7122 CERTIFICATE OF LIABILITY INSURANCE of zllinois Navigant Consul1:ing, Inc. 615 N. wabash Avenue Chicago, IL 60611 USA FAX-(847) 953-5390 DATE(MMiDDiYYYY) 01/09/2007 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. INSURER A: INSURER B: INSURER C: INSURER D: INSURER E: INSURERS AFFORDING COVERAGE NAtC # Travelers Property Cas Co of America 25674 Charter Oak Fire Ins Co 25615 Travelers Indemnity CO Of Ct 25682 XL Specialty Insurance Co 37885 SIR May Apply~ COVERAGES . 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 NL~,Y PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. POLICY EXPIRATION LIM|TSDATE(M~I\DD\Y¥) 12/31/07 AUGREOATE L MITS SHOWN M AY E AVE BEEN REDUCED BY PAID CLAIMS iNSR ADD’L POLICY EFFECTIV[LTR INSRD TYPE OF INSURANCE POLICY NUN1BER DATE(MM~D DWY) A GZ~ ERAL LIABILITY P6309955B463TIL06 12/31/06 CO~ IN:IERCIAL GENERAL LIABILITY GEN’L AGGREGATE LIMIT APPLIES PER: A AUTO>IOBILE LIABILITY P8!09955B463T~L06 ~2/3!/06 SCHEDULED AUTOS HIRED AUTOS GARAGE LIABILITY ~ AN’,’ AUTO ~ OCC:UR ~ CLAiMS,4ADE ~DEDUCTIBLE B PVYBOUB9955B46306 !2/3!/06 C WORKERS COMPENSATION AND PEUB2623C02506 ~2/31/06 ANY PROPRIETOR ! PARTNER .’ EXECUTIVE D ELU09587906 12/3k/06 DESCRIPTION OF OPERATIONS. LOCATIONSA’EHtCLES~ExcEusioNS ADDED BY ENDORSEMENTISPECIAL PROVISIONS 12/31/07 12/31/07 12/31/07 i2i3!/07 EACH OCCURRENCE DAMAGE 7"0 RENTED PREMISES (Ea occurcncu) MED EXP (Any one person) PERSONAL & ADV DOURY GENERALAGGREGATE PRODUCTS-COMP/OPAGG COMBINED SINGLE LIMIT (Ea acciden0 Si,000,000 5500,000 $i0,000 $!,000,000 $2,000,000 $2,000,000 $!,000,000 BODILY INJURY ( Per persoa) BODILY iNJURY (Per accidcn0 AUTO ONLY - EA ACCIDENT OTHERTHAN EAACC AUTOONLY:AGO EACHOC’CURRENCE AGGREGATE $io,ooo,ooo $IO,OOO,OOO X WC STATU-I OTH- TORh LIM TS !ER EL. EACH ACCIDENT $I,000,000 E.L DISEASE-EA EMPLOYEE $I, 000,000 E,L. DISEASE-POLICY LIMIT $!, 000,000 each LOSS $i0,000,000 Aggregate $I0,000,000~ Deductible Sl,O00,O00i CERTIFICATE HOLDER Navigant Consulting, Inc. AtVn: MS. Rin Patterson3100 Zinfandel Drive Ste 600 Rancho Cordova CA 95670 USA CANCELLATION SHOULD ANY OF TttE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATIONDATE THEREOF. THE ISSUFNG INSURER WILL ENDEAVOR TO MAIL30 DAYS WRITTEN NOTICE TO ]HE CERTIFICATE HOLDER NAMED TO THE LEFT.BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITYOF ANY KIND UPON THE INSURER. ITS AGENTS OR REPRESENTATIVES AUTHORIZED REPRESENTATIVE /| ,’)r~ !?/_sic S~rvicc~. Z, zc oJ’Jlli,"zoi.’:; ACORD 25 (2001/08)ACORD CORPORATION 1988