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HomeMy WebLinkAboutStaff Report 148-10TO: FROM: DATE: REPORT TYPE: SUBJECT: HONORABLE CITY COUNCIL CITY MANAGER MARCH 8, 2010 CONSENT DEPARTMENT: UTILITIES CMR: 148:10 Approval of Utilities Water, Electric and Gas Enterprise Fund Contract with Enernex Corporation in the Total Amount of $140,000 for Consulting Services to Develop a Smart Grid Strategic Plan RECOMMENDATION Staff recommends that the City Council approve and authorize the City Manager or designee to execute the attached Agreement with EnerNex Corporation (Attachment A) for a not to exceed amount of $140,000 for consulting services to develop a smart grid strategic plan for the City. BACKGROUND The electric utility industry in the U.S. is in the midst of a transformative process of integrating modern electronic sensing and communication technologies into the traditional electric utility infrastructure to deliver more efficient and responsive services to its customers. The technologies and processes to implement these changes are commonly referred to as "smart grid". In the interest of providing advanced cost effective delivery of utility services the City's Utilities Department began an investigation into the applicability of smart grid in Palo Alto. The City Council and Utilities Advisory Commission (UAC) held a joint meeting on May 11, 2009 to discuss smart grid and its applicability to Palo Alto. In that meeting, Don Von Dollen of the Electric Power Research Institute (EPRI) provided information on the current state of smart grid advances and advice on timing for implementation of smart grid. Don Von Dollen advised that communication and equipment standards for smart grid were in the process of being defined and that it would be prudent to develop a smart grid road map. Based on the discussions from the meeting, staff prepared a Request for Proposals (RFP) to develop a strategic plan for smart grid implementation for the City's electric, gas, and water utilities. On June 15, 2009, Council approved funding of $70,000 from the Calaveras Reserve for the Electric Fund's share of the cost to prepare a smart grid strategic plan (CMR: 282:09). Gas and Water enterprise funds also have included budgets for this assessment. DISCUSSION In October 2009, staff issued the RFP and sent it to more than a dozen consultants. The scope of work for this assessment was developed with input from Don Von Dollen and UAC Commissioner Steven Eglash and Vice Chair Asher Waldfogel. CMR: 148:10 Page 1 of 5 The City received responses from eleven consulting firms, and an evaluation committee comprising Utilities and IT department staff reviewed the proposals. The evaluation was based on the following criteria: • Quality and completeness of proposal; • Qualification of the firm and persons assigned to the project; • Cost for performing the Tasks outlined in the proposal; • Past experience in undertaking similar projects; and • References. A summary of the solicitation process proposals received is outlined below: Summary of Solicitation Process Proposal Title Consulting Services to Develop a Smart Grid Strategic Plan Proposal Number 133199 Proposed Length of Contract Up to 3 years, with Task 1 completion within 6 months Number of Proposals emailed 13, with additional publicity in industry publications Total Days to Respond to Proposal 40 days Pre -proposal Meeting Date October 15, 2009 RFP Submittal deadline November 10, 2009 Number of Attendees at Pre -proposal Meeting More than twenty Number of Proposals Received: 11 Range of Cost of Proposals $115,000 to $585,000 Company Selected EnerNex Corporation Location (City, State) Knoxville, TN Proposal Amount* $115,000 ncludes est'ma tea travel budge The table below shows the estimated costs for each proposal received Name of Company Proposal Amount EnerNex $ 115,000 UtiliWorks $ 202,920 West Monroe $ 205,273 Structure Group $ 329,456 Boreas $ 240,000 Kema $ 584,840 Ion $ 199,750 RW Beck $ 260,215 Auriga $ 175,000 Black & Veatch $ 448,921 Utility Consult Intl $ 205,260 CIVIR: 148:10 Page 2 of 5 The Evaluation Committee interviewed the top two proposers and selected EnerNex based on its qualifications, expertise, and lower cost. EnerNex is partnering with NexLevel Information Technology, Inc., to complete this project. EnerNex is an industry leader in smart grid solutions and NexLevel IT specializes in assisting organizations manage technology change. These two companies are currently collaborating to assist the City of Santa Clara with its Advance Metering Infrastructure (AMI) implementation. Scope of Work The scope of consulting services was divided into 3 separate tasks. Task 1 is to develop a strategic plan, Task 2 is to develop an implementation plan, and Task 3 is to develop and evaluate RFP's for the smart grid applications identified for implementation in Task 2. The consulting contract covers all three tasks, however, staff will present the results of Task 1 and seek Council approval before proceeding with Task 2. Staff expects to come back to Council with Task 1 results in the fall of 2010. Tasks 2 and 3 will be defined further after completion of Task 1. In developing the strategic plan, the following aspects will be considered: • The Council's long term vision for the community; • Utilities Department Strategic Plan and input from the Utilities Advisory Commission; • State of smart grid related technologies and the future for the different technologies; • Cost and benefits of implementing elements of the electric smart grid; • Cost and benefits of deploying smart meters for the electric utility and incremental cost/benefit of expanding smart metering technologies to the natural gas and water utilities;. • The City's plan to expand the existing fiber optic backbone network and plans for Wi- Fi/Wi-Max deployment; and • Regulatory, legislative, environmental, and business drivers. The three tasks are outlined below, with Task 2 and 3 being contingent on what is learned from the preceding task(s). Task 1: Develop a Smart Grid Strategic Plan a. Assist in defining smart grid elements applicable for the electric utility. b. Map the information flow and architecture associated with different elements of the existing electric utility's distribution, supply, customer service, meter reading, billing and financial systems. c. Map the changes in information flow and architecture of each of the elements identified in Task 1.b above upon implementation of elements of the smart grid systems. d. Model the costs and benefits of implementing different elements of the system, with particular emphasis on electric smart meters and related systems. e. Model the incremental cost and incremental benefits (above those identified in Task 1.d) of an integrated deployment of smart meters for the electric, gas, and water utility. f. Based on the City's plans to expand the fiber optic backbone and implement a Wi-Max system, evaluate various communication medium to smart meters; compare the benefits CMR: 148:10 Page 3 of 5 and costs of implementing a fiber or Wi-Max based communication system to other communication media for smart meters. g. Prepare report outlining findings and recommendations. Task 2: Develop a Smart Metering Implementation Plan (contingent on Task 1 results) a. If Task 1 identifies beneficial smart grid elements, assist in developing a long term business plan to implement smart metering technology for the applicable utility or utilities identified in Task 1. b. Evaluate different smart metering, meter data management, communication, and back - end systems and technologies. c. Develop high level specifications and recommend preliminary architecture and processes for implementing smart meter systems. Task 3: Assist in Developing an RFP for a Meter Data Management System (MDMS) (Contingent on additional review and approval) a. Assist in developing an RFP for procuring and implementing an MDMS. b. Assist in evaluating RFP response and selection of an MDMS vendor. Cost of Service Taskl is expected to cost $39,000, with Tasks 2 and 3 currently estimated at $41,000 and $35,000, respectively. Task 2 and Task 3 cost may vary depending on results of Task 1. The total project cost estimate is $115,000, plus a contingency of $25,000 making the total contract amount not to exceed $140,000. The contingency is requested for potential additional tasks related to smart grid planning and implementation activity. Because of the greater possibility of scope of work changes for Tasks 2 and 3 the contingency was rounded up towards the higher end of the typical contingency range. RESOURCE IMPACT This project, Capital Improvement Program Project, EL -10008, has an approved budget of $210,000 in FY 2010, which is sufficient to fund the requested $140,000 contract amount. The Electric Fund's share of $70,000 is funded from the Calaveras Reserve. The Water and Gas Funds each provide $70,000. POLICY IMPLICATIONS Implementation of smart grid within the City is consistent with the Council -approved Utilities Strategic Plan Objectives of: 1. Enhance customer satisfaction and utility infrastructure; 2. Provide balanced environmental solutions; and 3. Ensure a safe and engaged workforce. In addition, smart grid and related AMI systems could help lower the community's energy and water consumption and hence contribute to the goals established in the City's Sustainability Policy. CMR: 148:10 Page 4 of 5 ENVIRONMENTAL REVIEW Consulting work undertaken by this contract does not constitute a project pursuant to Section 21065 of the California Environmental Quality Act (CEQA), thus, environmental review is not required. ATTACHMENT A: Agreement with Exhibits A through D PREPARED BY: REVIEWED BY: DEPARTMENT APPROVAL: CITY MANAGER APPROVAL: Shiva Swaminathan, Senior Resource Planner 614Tom Ting, Senior Electric Project Engineer e-tiritts420 TOMM MARSHALL Assistant Director Utilities VALERIE O. Director of Utilities 3A1 KEENE City anager CMR: 148:10 Page 5 of 5 ATTACHMENT A CITY OF PALO ALTO CONTRACT NO.: C10133199 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND ENERNEX CORPORATION FOR PROFESSIONAL SERVICES CONSULTING SERVICES TO DEVELOP A SMART GRID STRATEGIC PLAN FOR THE CITY This AGREEMENT is entered into on this day of , 2010, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and EnerNex Corporation, a Tennessee corporation, located at 620 Mabry Hood Road, Suite 300, Knoxville, TN 37932 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to study and evaluate smart grid technologies that could be cost effectively applied to the city's electric, gas, and water utilities ("Project") and desires to engage a consultant to prepare the study in connection with the Project ("Services"). B. CONSULTANT has represented that it has the necessary professional 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. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, this Agreement, the parties agree: AGREEMENT SECTION 1. 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 through December 31, 2012 unless terminated earlier pursuant to Section 19 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 Professional Services Rev. September 2009 1 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 "A", including both payment for professional services and reimbursable expenses, shall not exceed One Hundred Fifteen Thousand Dollars ($115,000). In the event Additional Services are authorized, the total compensation for services and reimbursable expenses shall not exceed Twenty Five Thousand Dollars ($25,000). The applicable rates and schedule of payment are set out in Exhibit "C-1", entitled "HOURLY RATE SCHEDULE," 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 "C". 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 "C-1"). 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. CONSULTANT shall send all invoices to the City's project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. 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 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, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are 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 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. Professional Services Rev. September 2009 2 \\Cc-terralshared\ASD\PURCH\SOLICITATIONS\CURRENT BUYER -CM FOLDERS\UTILITIES - CAROLYNN\RFPs\133199.SmartGrid.S hiva\Final.Contract. doc SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any and all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY gives notice to CONSULTANT. If CONSULTANT has prepared plans and specifications or other design documents to construct the Project, CONSULTANT shall be obligated to correct any and all errors, omissions or ambiguities discovered prior to and during the course of construction of the Project. This obligation shall survive termination of the Agreement. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of the CITY's stated construction budget, CONSULTANT shall make recommendations to the CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. 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. SECTION 11. 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 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 12. SUBCONTRACTING. Notwithstanding Section 11 above, CITY agrees that subconsultants may be used to complete the Services. The subconsultants authorized by CITY to perform work on this Project are: NextLevelIT CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CIT'Y for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Erich Gunther as the project director to have supervisory responsibility for the performance, progress, and execution of the Services and Jerry Melcher as the project coordinator to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, 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 Professional Services Rev. September 2009 3 \\Cc-terra\shared\ASD\PURCH\SOLICITATIONS\CURRENT BUYER -CM FOLDERS\UTILITIES - CAROLYNN\RFPs\133199.SmartGrid.Shiva\Final.Contract.doc 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's project manager is Tom Ting, Utilities Department, Engineering Division, 1007 Elwell Court, Palo Alto, CA 94303, Telephone: (650)496-4548. 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 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. 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. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. 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 expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. 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 all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements ("Claims") resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 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. 16.3. 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, Professional Services Rev. January 2009 3 \\Cc-terra\shared\ASD\PURCH\SOLICITATIONS\CURRENT BUYER -CM FOLDERS\UTILITIES - CAROLYNN\RFPs\ 133199.SmatGrid.Shiva\Final.Contract. d oc 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 "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY 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 AM Best's Key Rating Guide ratings of A-: VII or higher which are licensed or authorized 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 additional insured under such policies as required above. 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 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 will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. 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 (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the Professional Services Rev. September2009 5 \\Cc-terra\shared\ASDU'URCH\SOLICITATIONS\CURRENT BUYER -CM POLDERS\UTILITIES - CAROLYNN\RFPs\133199.SmartGrid.Shiva\Final.Contract. doc 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. 19.4. 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., 10 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 19.5. 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 20. 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 21. CONFLICT OF INTEREST. 21.1. 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. 21.2. 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. 21.3. 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 disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. Professional Services Rev. September2009 6 \\Cc-terra\shared\ASD\PURCH\SOLICITATIONS\CURRENT BUYER -CM FOLDERS\UTILITIES - CAROLYNN\RFPs\133199.SmartGrid.Shiva\Final.Contract.doc SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies 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 Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING. The City of Palo Alto is a green business and works to purchase and provide products in an environmentally sustainable manner. CONSULTANT will use production methods that reduce waste and environmentally toxic products, as well as have less packaging. CONSULTANT will adhere to the standard that printed materials will be, at a minimum, printed on 30% post consumer recycled paper with vegetable based ink. The designer will check with the project manager to discuss the maximum recycled content paper available for each project. FSC (Forest Stewardship Council) certified paper that is "process free" is preferred. CONSULTANT will use methods that reduce energy use and thus the carbon footprint for the development, production and delivery of products. CONSULTANT shall adhere to the City's Environmentally Preferred Purchasing policies as may be amended from time to time. 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 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. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys' fees paid to third parties. 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 will bind, the heirs, successors, executors, administrators, assignees, and consultants 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, Professional Services Rev. September2009 7 \\Cc-terra\shared\ASD\PURCH\SOLICITATIONS\CURRENT BUYER -CM FOLDERS\UTILITIES - CAROLYNN\RFPs\133199. SmatGrid.S hiva\Final.Con tract.doc 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 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 anypenalty (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 fora 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. 24.9. The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 24.10 If, pursuant to this contract with CONSULTANT, City shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident ("Personal Information"), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City's express written consent. IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO City Manager ENERNEX CORPO TION By: Name: Te FF-r L e•-►rt eve, fiJ APPROVED AS TO FORM: Title: / r* s d.✓r Senior Asst. City Attorney Attachments: EXHIBIT "A": EXHIBIT "B": EXHIBIT "C": EXHIBIT "C-1": EXHIBIT "D": SCOPE OF SERVICES SCHEDULE OF PERFORMANCE COMPENSATION SCHEDULE OF RATES INSURANCE REQUIREMENTS Professional Services Rev. September2009 8 \\Cc-ierraNshared NASD\PURCIPSOLICITATIONS\CURRENT BUYER -CM FOLDERS\UTILITIES - CAROLYNN\RFPs\133199.SrnatGrid. Shiva\Final.Contract.doc EXHIBIT "A" SCOPE OF SERVICES The CONSULTANT will assist the City to develop a Smart Grid strategic plan. In developing the strategic plan, the following aspects need to be considered: • The City Council's long term vision for the Community • Utilities Department Strategic Plan • State of the smart grid related technologies and future of the different technologies • Cost and Benefits of implementing elements of the electric smart grid. • Cost and Benefits of deploying smart meters for the electrical utility and incremental cost/benefit of expanding smart metering technologies to the natural gas and water utility • City's plan to expand the existing fiber optic backbone network and plans for Wi-Fi/Wi- Max deployment • Regulatory, Legislative, Environmental, and Business drivers Upon completion of the long term strategic plan, the consultant may also be called upon to provide additional services to help implement beneficial elements of the system. Shown below is the scope of services with the initial three tasks. Task 1: Develop a Smart Grid Strategic Plan a. Assist in defining elements of the Smart Grid applicable for the electric utility. b. Map the information flow and architecture associated with different elements of the existing electric utility's distribution, supply, customer service, meter reading, billing and financial systems. c. Map the changes in information flow and architecture of each of the elements identified in Task 1.b above upon implementation of elements of the smart grid systems. d. Model the costs and benefits of implementing different elements of the system, with particular emphasis on electric smart meters and related systems. e. Model the incremental cost and incremental benefits (above those identified in Task 1.d) of an integrated deployment of smart meters for the electric, gas, and water utility. f. Based on City's plans to expand the fiber optic backbone and implement a Wi-Max system, evaluate various communication medium to smart meters; compare the benefits and costs of implementing fiber or Wi-Max based communication system to other communication medium for smart meters. g. Prepare report outlining findings and recommendations. Task 1 Deliverables & Timelines 1. A report outlining analysis, assumption, summary of findings and recommendations. Professional Services Rev. September2009 9 \\Cc-terra\shared\ASD\PURCH\SOLICITATIONS\CURRENT BUYER -CM FOLDERS\UTILITIES - CARO LYNN\RFPs\ 133 199. S martGrid. Shiva\Fi n al. Con tract.doc 2. A spreadsheet based model outlining smart grid applications and detailed cost/benefits analysis of such applications for the City, including scenario analysis. The model should be flexible and transparent to accept updated data and varying assumptions. The deliverable is anticipated to be provided within 3-6 months of the start date. Task 2: Develop a Smart Metering Implementation Plan (contingent on Task 1 results) a. If Task 1 proves to be beneficial, assist in developing a long term business plan to implementing smart metering technology for the applicable utility/utilities identified in Task 1. b. Evaluate different smart metering, meter data management, communication, and back - end systems and technologies. c. Develop high level specification and recommend preliminary architecture and process for implementing smart meter systems. Task 2 Deliverable and Timeline The deliverable for this task is not fully developed and the timeline will depend on completion of Task 1 and council direction. At present, it is anticipated that the deliverable will be a high level specification and recommended architecture and process for implementing smart meters/AMI for the electric, gas and water utility. It is expected to take 3-6 months once Council direction is in place. Task 3: Assist in Developing RFP for Meter Data Management System (MDMS) (Contingent on additional review and approval) a. Assist in developing a Request for Proposal (RFP) for procuring and implementing a meter data management system (MDMS) for an AMI system. b. Assist in evaluating RFP response and selection of a MDMS vendor. Task 3 Deliverable and Timeline The deliverable for this task is also not fully developed and the timeline will depend on completion of prior tasks. At present, it is anticipated that the deliverable will be a RFP for procuring and implementing a MDMS for AMI implementation, and assist staff in evaluating RFP response and selection of a MDMS vendor. It is expected to take 3-6 months once Council direction is in place. Professional Services Rev. September2009 10 \\Cc-terra\shared\ASD\PURCH\SOLICITATIONS\CURRENT BUYER -CM FOLDERS\UTILITIES - CAROLYNN\RFPs\133199.Sma lGrid.Shiva\Final.Contract.doc EXHIBIT "B" SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed. Milestones Completion No. of Days/Weeks From NTP 1. Task 1: Develop a Smart Grid Strategic Plan Six months 2. Task 2: Develop a Smart Metering Implementation Plan Six months 3. Task 3: Assist is Developing RFP for Meter Data Management System Six months Professional Services Rev. September2009 11 \\Cc-terralshared\ASD\PURCH\SOLICITATIONS\CURRENT BUYER -CM FOLDERS\UTILITIES - CAROLYNN\RFPs\ 133199.Sma-tGrid. Shiva\Final.Contract.doc EXHIBIT "C" COMPENSATION CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY's project manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, does not exceed $115,000 and the total compensation for Additional Services does not exceed $25,000. BUDGET SCHEDULE NOT TO EXCEED AMOUNT Task 1: Develop a Smart Grid Strategic Plan $24,000 Task 2: Develop a Smart Metering Implementation Plan $26,000 Task 3: Assist in Developing RFP for MDMS $20,000 Sub -total Basic Services $70,000 Reimbursable Expenses: $15,000 per task* x 3 tasks = $45,000 *Task 1, Task 2, and Task 3 1. Project initiation and defining $3,000 2. Evaluation and Modeling . $9,000 3. Presenting results/reports $3,000 $15,000 Total Basic Services and Reimbursable expenses $115,000 Additional Services (Not to Exceed) $25,000 Maximum Total Compensation $140,000 REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto's policy for reimbursement of travel and meal expenses for City of Palo Alto employees. Professional Services Rev. September 2009 \\Cc-terra\shared\ASD\PURCII\SOLICITATIONS\CURRENT BUYER -CM FOLDERS\UTILITIES - CAROLYNN\RFPs\ 133199.SmartGrid.Shiva\Final.Contract. doc B. Long distance telephone cellular phone, facsimile transmission and postage charges are reimbursable at actual cost. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $2,000 shall be approved in advance by the CITY's project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY's project manager's request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT's proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth below. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY's project manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement Work required because the following conditions are not satisfied or are exceeded shall be considered as additional services: Professional Services Rev. September 2009 \\Cc-terra\shared\ASD\PURCII\SOLICITATIONS\CURRENT BUYER -CM FOLDERS\UTILITIES - CAROLYNN\RFPs\133199.SmartGrid.Shiva\Final.Contract.doc EXHIBIT "C-1" HOURLY RATE SCHEDULE Hourly Rate Schedule Erich Gunther $450/hour Doug Houseman $300/hour Bobby Brown $300/hour Aaron Snyder $225/hour Jerry Melcher $225/hour Ben Rankin $210/hour Joe Blackwell $190/hour Terry Hackelman $190/hour Wendell Yacur $150/hour Professional Services Rev. September 2009 \\Cc-terra\shared\ASEAPURCH\SOLICITATIONS\CURRENT BUYER -CM FOLDERS\UTILITIES - CAROLYNN\RFPs\133199.SmartGrid. Shiva\Fina1.Contract. doc EXHIBIT "D" 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 AM BEST'S KEY RATING OF A-:VH, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES WORKER'S COMPENSATION STATUTORY YES EMPLOYER'S LIABILITY STATUTORY BODILY INJURY $1,000,000 51,000,000 YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 S1,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $1,000,000 $1,000,000 LIABILITY COMBINED. BODILY INJURY S1,000,000 S1,000,000 - EACH PERSON $1,000,000 S1,000,000 - EACH OCCURRENCE S1,000,000 S1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON -OWNED ' PROPERTY DAMAGE $1,000,000 $1,000,000 BODILY INJURY AND PROPERTY 51,000,000 $1,000,000 DAMAGE, COMBINED PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, 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 CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRIFI'hN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY'S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSUREDS" 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 INSUREDS. B. CROSS LIABILITY Professional Services Rev. September 2009 \\ Cc -terra \shared\ASD\PURCH\SOLICITATIONS \CURRENT BUYER -CM FOLDERS \UTILITIES - CAROLYNN\RFPs\133199. SmartGrid.Shiva\F inal. Contract.doc THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS 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 WRI I'I'NN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF 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 WRI n'EN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 Professional Services Rev. September 2009 \\Cc-terra\shared ASD\PURCH\SOLICITATIONS \CURRENT BUYER -CM FOLDERS\UTILITIES - CAROLYNN\RFPs\133199. SmartGid. Shiva\Final.Contract.doc ACORQ,N CERTIFICATE OF LIABILITY INSURANCE PRODUCER (865)524-2581 James E. Brown Insurance Agency 124 West Summit Hill Drive Knoxville, TN 37902 ` DATE(MMIODP'YYV) I` 2/4/2010 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 POUCIES BELOW. INSURERS AFFORDING COVERAGE INSURER-A:The Hartford INSURER Er L I oyds of London --C/o A:.& B Solutions NAIC INSURED EnerNex Corporation 820 Mabry Hood Road, Suite 300 Knoxville, TN 37932 (866)2:18-4600 Ext. INSURER C: INSURER D: INSURER E: COVERAGES THEPOLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDIT1ON OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BEISSUED OR. MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS.OF SUCH AQQR.EGATE UMii'S SHOWN MAY HAVE BEN REDUCED BY PAID CLAIM�S. POLICIES. p QI3Kr POL.I YI�I'TTIoN LIMITS 1.CR ADD'L MBE INSURANCE (PE oFTY POLICY NUMBER Tp 1,000,000 LTTF EACH OCCURRENCE s' LABILI GENERAL wen.ml � EZ 1267 07/08/2008 07/07/2010 DAMuutEE ro aaI+TED RF hM6>;&YExuca+rerwo) 300,000 $ 0,000 X c MER ,OEHERALUAaILOY 20 SBA M pones)) EXP (Any or* 1 I CwMSVADE I X I OCCUR . pones) PERSONAL A ADV INJURY $ 1,000, 000 A . $ 2,000.,000. GENERAL AGGREGATE AGO c 2,000;000 OEML —I AGGREGATE LIMIT ApPUES PER; TO 17 LOG PRODUCTS= COMP/OP . AUTOMOBILE poucY JFTIT UA81UTY 10/Q5/2009 10/05/2010 _-COMBINED SINGLE LIMrr (Ec.mmmr> $ 1,000,000 _ arrt Avro ALL OWNED AUTOS 20 UEC 112201 BODILY INJURY (px piisml. A X X s�uLEo AUTos HIRED AUTos eoofLY INJURY (Per eccIdo1M) :. X NON -OWNED AUTOS - - - PROPERTY DAMAGE (P. IoNdenD ; AUTO ONLY - EA ACCIDENT $ GARAGE LABILITY EA ACO s' .. . A ANY AIIT'0 OTHER THAN AUTO ONLY: AGO EACH OCCURRENCE i- 5..000.000 EXCESS/UMBRELLA LABILITY � 07/08/2009 07/08/2010 Aoa8EcuaE $ 5;000,000 _A I OCCUR I I cLAIMs MAnE 20 SBA EZ 1267 s A $ D DEDUCTIBLE $ 10,000 1 1OiH- . $ X: REraMnON X l WC-STAT - TORYUM$T87 rat .WORKERS;COMPENSATWH/�ND LuiemrR 09/26/2009 09/26/2010 EL EACH ACCIDENT $ 1;00(4000 A 11mPLOY.ERB' ,AIIYteRom EB ECIlrIVE 20. WEC c 1 0636 E.LDISEASE- EAEMPLOYEE $ 11000,000 nexoLuc*D oCFICEWMEMeERExCLt1DEDo H doopbviinds! E:LDISEASE -POIJCYUMIT $ 1,000..00:0. 8 8 n IAN PRovD:loNs l�da�. OiF1ER E1005302452008 08/04/2000 06/04/2010 Each Claii. 1,. 000, 000 Annual Aggregate 2,000,000 DESCRIPTION RE: contractor, LlablIIty throughout :Professsicnal Liability Of OPERATIONS./ LOCAT10NS I VEI1.CLE8 / Expo/slow ADDED SY MGM -MEW I SPECIAL PROVISIONS Smart Grid Program for Utilities Dept:. The City of Palo Alto, its council members, officers., agents, & employees and and its subcontractors, are named as Additional Insureds on all policies except Workers Compensation, Prafesslonai and Employers Liability. The Contractor, at its sole cost & expense, shall obtain & maintain, In full force A effect the entire term of any resultant agreement, the insurance coverage herein described. HOLDER CANCELLATION CERTIFICATE Purchas I ng and Contract Adis i n 1 strat ion SHOULD'ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WR1TEN City of Palo Alto PO Box 10250 Palo Alto CA 94303 DATE THEREOF, NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE 10 DO so SHALL IMPOSE No OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITSAGENTSOR Attn: Carolym Bissett AIfTHORIX£D REPRESENTAT l B i ssett®C i tyofPal oA i to. or() 1988 email : Caro vnn: C ACORD CORPORATION ACORD 25 (200.1/08)