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HomeMy WebLinkAboutStaff Report 296-10TO: HONORABLE CITY COUNCIL FROM: CITY MANAGER DEPARTMENT: UTILITIES DATE: JULY 12, 2010 CMR: 296:10 REPORT TYPE: CONSENT SUBJECT: Approval of Three Contracts with: 1) Navigant Consulting Inc. for Electric Regulatory and Technical Consulting Services for a Total Amount Not to Exceed $245,000 for Fiscal Years 2011, 2012 and 2013; 2) Flynn Resources Consulting Inc. for Electric Regulatory and Technical Consulting Services for a Total Amount Not to Exceed $230,000 for Fiscal Years 2011, 2012 and 2013; and 3) Navigant Consulting Inc. for Gas Regulatory and Technical Consulting Services for II Total Amouut Not to Excecd $325,000 for Fiscal Years 2011, 2012 and 2013 RECOMMENDATION Staff recommends that City Council: l. Approve and authorize the Mayor to execute the attached three contracts with N avigant Consulting Inc. (Navigant) for Electric Technical and Regulatory Consulting Services, Flynn Resource Consulting Inc. (Flynn RCI) for Electric Technieal and Regulatory Consulting Services, and Navigant Consulting Inc. (Navigant) for Gas Technical and Regulatory Consulting Services; and 2. Authorhe the City Manager to extend the eontracts annually for up to two additional years, subject to Council approval of sufficient funds. The annual contract amounts by fiscal year and by fund for the eonsulting services are as follows: ' Consultant/Fund a) Navigant ConsultinglElectric b) Flyun RCIlElectric c) Navigant Consulting/Gas BACKGROUND FY 2011 $ 95,000 $ 80,000 $125,000 FY 2012 $ 75,000 $ 75,000 $100,000 FY2013 $ 75,000 $ 75,000 $100,000 Total $245,000 $230,000 $325,000 For nearly two decades, the City has retained consultants to assist staff with electric and natural gas regulatory, legislative, and technical projects. The City's current electric regulatory CMR: 296:10 Page I of4 consultants provided assistance to the City in the area of regulatory and Bay Area transmission planning proceedings at the California Public Utilities Commission (CPUC), the California Independent System Operator (CAISO), the California Energy Commission (CEC), and the Federal Energy Regulatory Commission (PERC). The City's gas consultant provides assistance in regulatory proceedings at the CPUC and with Pacific Gas and Electric (PG&E) on matters including any settlement processes. The consultants review pending and approved legislation and regulatory filings and analyze potential impacts to the City. Often the eonsultants assist staff by recommending positions and by crafting language to support those positions in informal communications and formal filings. DISCUSSION Electric Consulting Services The. California electricity markets continue to evolve following implementation of the new transmission market design in April 2009. During the next three years, electric regulatory proceedings, which affect the City of Palo Alto and its customers;will continue in several major areas at both the State and Federal levels. Issues include the ongoing updates and changes to the California transmission markets; long-term transmission grid planning and investment; transmission access charge settlement and implementation; transmission grid reliability standards with increasing regulatory filing requirements for the City as a distribution service provider; and increasing legislative and regulatory compliance and reporting requirements related to energy efficiency, demand reduction, renewable energy supply, and environmental initiatives such as greenhouse gas emissions reductions. Typically, the electric markets have significant and ongoing activity in terms of changing market and settlement rules. In 2009, technical support from the City's current electric regulatory consultant was used to intervene in one proceeding to protect the value of the City's Federal hydroelectric supplies. This intervention alone yielded savings of roughly $700,000 per year for Palo Alto. The City advocates for long-term solutions to improve reliability of electricity supply in the Bay Area at the State and Federal levels. The City also works closely ,,,ith other municipal utilities and electric consumer groups in the Bay Area on planning and advocating for additional new transmission and generation projects. Consultant assistance is needed to supplement staff resources in conducting technical and economic studies, and to provide technical support for legal and regulatory interventions. Anticip,!ted projects over the next three years include evaluation of cost-effective demand reduction, local distributed cogeneration and renewable energy programs; greenhouse gas reduction and reporting; analyzing and responding to new transmission market proposals; and evaluation of transmission and distribution infrastructure alternatives that would improve reliability. Gas Consulting Services Several CPUC proceedings will impact Palo Alto over the next three years. At this time, settlement discussions are underway in the PG&E Gas Transportation and Storage case. If a settlement is not reached by late summer, the issues will be resolved by a CPUC judge. The CMR:296:10 Page 2 of4 outcome of the proceeding willaffect Palo Alto's cost of moving gas from the California border to the City. In FY 2012, PG&E's Biennial Cost Allocation Proceeding will be of interest to the City. Other relevant matters may arise at the CPUC or at the FERC. Consultant assistance is also needed to supplement staff resources in developing programs and projects related to natural gas energy efficiency and non-fossil natural gas supplies. The City'S interventions in these matters and the consulting services have resulted in benefits to gas customers including retention of low-cost gas transmission path rights. Selection Process In April 20 lOa Request for Proposal (RFP) was sent to 10 consulting firms known to offer relevant services. The RFP allowed consultants to respond to one or both of the major sections of the scope of work: Electric Technical Consulting, Legislative and Regulatory Services and Gas Technical Consulting, and Legislative and Regulatory Services. The RFP also stated that more than one consultant firm may be retained to perform tasks outlined in the scope of work. ' Four finns submitted proposals responding to all or parts of the scope of work. Staff reviewed each firm's qualifications and submittal in response to the RFP relative to the criteria outlined in the RFP. Major evaluation criteria included experience of the firm and the individuals performing the tasks, quality of services to be provided, cost, recent dealing with relevant agencies, and quality and completeness of the proposal. Navigant was selected as the sole consultant for the gas regulatory and technical consulting. Navigant and Flynn RCI were selected for the electric regulatory and technical consulting. Work performed by Flynn RCI and Navigant will be on an as-needed basis. Both agreements have the same scope of work to provide flexibility in responding to City's needs over the next three years. However, Flynn RCI's work will often leverage similar work performed by the consultant for the Bay Area Municipal Transmission group, of which City is a member. Thc Flynn RCI is more focused on transmission planning and market issues. Navigant projects are anticipated to be moreJocused on altemative resource analysis and specific engineering analyses. RESOURCE IMPACT The total Electric Fund cost by activity and by fiscal year is show below: Legislative and Regulatory Consulting Alternative Resource Analysis TOTAL FY2011 $125,000 $ 50,000 $175,000 FY2012 $100,000 $ 50,000 5150,000 FY2013 $100,000 $ 50,000 $150,000 The total Gas Fund cost by activity and by fiseal year is show below: Legislative and Regulatory Consulting Alternative Resource Analysis TOTAL CMR: 296:10 FY2011 $100,000 $ 25,000 $125,000 FY2012 $ 75,000 $ 25,000 $100,000 FY2013 $ 75,000 $ 25,000 $100,000 3-year total $325,000 $150,000 $475,000 3-year total $250,000 $ 75,000 $325,000 Page 3 of4 Funds for FY 2011 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 reeommendation sets no new Council policy and is consistent with the Council-approved Utilities Strdtegie Plan to obtain reliable electric and natural gas supplies and to preserve a supply cost advantage compared to the market. ENYIRONMENTAL REVIEW The provision of these services do not meet the definition of a proje~t, pursuant to Section 21065 of the California Environmental Quality Act, thus no environmental review is required. ATTACHMENTS A. Agreement Between The City of Palo Alto and Navigant Consulting, Inc. for Professional Services - Electric B. Agreement Between The City of Palo Alto and Flynn Resource Consulting Inc. for Professional Services -Electric C. Agreement Between The City of Palo Alto and Navigant Consulting, Inc. for Professional Services -Gas PREPARED BY: REVIEWED BY: DEPARTMENT HEAD: CITY MANAGER APPROVAL: CMR:296:10 KARLA DAILEY Senior Resource Planner \(}.:> JANE O. RATCHYE pl.-~~ -::s R. Assistant Director of Utilities, Resource Management Direetor of Utilities Page 4 of4 ATTACHMENT A CITY OF PALO ALTO CONTRACT NO.: Cll137307 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND NAVIGANT CONSULTING, INC. FOR PROFESSIONAL SERVICES ELECTRIC REGULATORY CONSULTING This AGREEMENT is entered into on this 12th day of July, 2010, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and NAVIGANT CONSULTING, INC., a Delaware corporation, located at 3100 Zinfandel Drive, Suite 600, Rancho Cordova, CA 95670 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreemcnt. A. CITY intends to provide technical, regulatory and lcgislative support in the energy (gas & electric) fields ("Project'') and dcsires to engage a consultant to provide support to city staff 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 ofthis Agreement shall be from the date of its full execution through completion of the services in accordance with the Schedule of Performance attached as Exhibit HB" unless terminated earlier pursuant to Section 19 of this Agreement. 1 Professional Services Rev. January 11,20] 0 SECTION 3. SCHEDULE OF PERFORMANCE. Time is ofthe essence in the perfonnance of Services under this Agreement. CONSULTANT shall complete the Services within the tenn of this Agreement and in accordance with the schedule set forth in Exhibit "B", attached to and made a part ofthis Agreement. Any Services for which times for perfonnance are not specified in this Agreement shall be commenced and completed by CONSULT ANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY's agreement to extend the tenn or the schedule for perfonnance 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 CONSULT ANT for perfonnance ofthe Services described in Exhibit "A", including both payment for professional services and reimbursable expenses, shall not exceed Ninety Five Thousand Dollars ($95,000) per year. The applicable rates and schedule of payment are set out in Exhibit "C-I", 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". CONSULT ANT shall not receive any compensation for Additional Services perfonned without the prior written authorization of CITY. Additional Services shall mean any work that is detennined 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 perfonned and the applicable charges (including an identification of personnel who perfonned the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT's billing rates (set forth in Exhibit "C-I "). If applicable, the invoice shall also describe the percentage of completion of each task. The infonnation in CONSULTANT's payment requests shall be subject to verification by CITY. CONSULT ANT shall send all invoices to the City's project manager at the address specified in Section 13 below. TheCity will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. OUALIFICATIONS/STANDARD OF CARE. All of the Services shall be perfonned by CONSULT ANT or under CONSULTANT's supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perfonn the Services required by this Agreement and that the personnel have sufficient skill and experience to perfonn the Services assigned to them. CONSULTANT represents that it, its employees and sub consultants, ifpennitted, have and shall maintain during the tenn of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perfonn 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 itselfinfonned of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may 2 Professional Services Rev. January 11, 2010 \\Cc-terra\Shared\ASD\PURCH\sOLICITATIONS\CURRENT BUYER-eM FOLDERS\UTlLITIES -CAROLYNN\RFPs\136366 Gas.Elec.Rcgulate.Con\Final Contraets\K.NA VIGANT.ELECTRIC.C11137J07Cl 1 1 J7J07.da: 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. SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any and all ermrs, omissions, or ambiguities in the work product submitted to CITY, provided CITY gives notice to CONSULT ANT. If CONSULT ANT has prepared plans and specifications or other design documents to construct the Project, CONSULT ANT shall be obligated to correct any and all errors, omissions or ambiguities discovered prior to and dUling 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 aliguing 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. SECTIONIO. 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 fumish labor andlor 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 tnsterial 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 thc 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. CONSULTANT shall not subcontract any portion ofthe work to be perfurmed under this Agreement without the prior written authorization of the city manager or designee. CONSULTANT shall be responsible for direeting 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 CITY for all acts and omissions of a subconsuItant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. Professional Services Rev. January 11, 2010 3 \\Ce4erral<haredlASDIPURCHISOUCITATIONS\CURRENTBUYER-CM FOIDERS\UTIUTIES· CAROLYNNIRFPsl136366 Gas"Elcc"Regulate.Con\Final Contracts\K,NAVIGANT.ELECTRIC.Cll137J07'i:l1 137307 .doc SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Brian Griess as the Project Director to have supervisory responsibility for the performance, progress, and execution of the Services 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 orreplacement 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's project managers are Karla Dailey (Gas) and Debbie Lloyd (Electric), Utilities Department, Resource Management Division, 250 Hamilton Avenue, Palo Alto, CA 94303, Telephone (650) 329-2523 and (650) 329-2369. The project manager will be CONSULTk'lT'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. CONSULTk'JT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. Consultant will retain sole and exclusive ownership of all rights, title and interest in its work papers, proprietary information, processes, methodologies, know-how and software and software and any patent, copyright, trademark, trade secret and other intellectual property rights, which existed prior to the delivery of ConSUltants' services. 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 tennination 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 agsinst 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 uuderthis Agreement, regardless 4 Professional Services Rev. January 11.2010 \\Cc-tem\ShacedIASDIPURCHISOUClTATIONS\CURRENT BlNER-CM FOLDERSIUTIWIES -CAROLYNNIRFPsI136366 Gas.Elec.Rcgulate.Con\Fir.a1 Contracts\K..NAVIGANT,ELECTRIC.C11137J07'Cl t 137307 .do;:: 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 indemnity 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. Thewaiverbyeitherpartyofanybreachorviolationofanycovenant, 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 Kcy Rating Guide ratings of A-:vn or higher which arc licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agrcement 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 ofthis 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 CONSULT ANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTAt"fT 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. 5 Professional Services Rev. January II, 2010 I\Cc-terralsha"dIASDIPURCHISOLlCITA TIONSICURRENT BUYER-CM FOLDERSIU11LITIES -CAROLYNN\RFPsII36366 Oas.Elcc·,Regulate.Con\Finai Contracts\K,NAV1GANT.ElECTRIC.Cl1137307'C11137307 ,do:: SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The city manager may suspend the performance of the Services, in whole orin 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, CONSULTAt'IT 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 noticc thcreofto 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 thc City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULT ANT 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, CONSULT ANT 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 CONSULT ANT'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 hisJher 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 thc Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above 6 ProfessJooal Services Rev, January 11,2010 \\Ce·jerra\SharedIASDIPURCH\SOUCITATIONSICURRENT BUYER-CM FOLDERSIUTIUTIES • CAROLYNNIRFP,I136361i Gll$.E!ec.Regulate.ConlFinal Contracts\K.NA VlGANT.El.ECTR.IC.CI1137301C11137307.da: 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. CONSULT ANT 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 Govennnent Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a "Consultant" as that term is dcfined 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. 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, honsing status, marital status, familial status, weight or height of such person. CONSULT ANT 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 AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the City's Environmentally Preferred Purchasing policies which are available at the city's Purchasing Department which are incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of the City's Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, Consultant shall comply with the following zero waste requirements: • All printed materials provided by Consultant to City generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of30% or greater post-consumer content paper, unless otherwise approved by the City's Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of30% or greater post-consumer material and printed with vegetable based inks. • Goods purchased by Consultant on behalf of the City shall be purchased in accordance with the City's Environmental Purchasing Policy including but not limited to Extended Producer Respo;nsibility requirements for products and 7 Professional Services Rev. January 11, 2010 IICc-terralsharedIASDIPURCHISOLlC1TA TlONSICURRENT BUYER-CM FOLDERSIUTIUTIES CAROL YNN',RFPsI136366 Gas.Elec.Regulatc.Con\FinaJ Contracts\K.NAVIGANT.ELECTruCCJ 1 137307'C11137307 .do:: packaging. A copy of this policy is on file at the Purchasing Office. • Reusable/returnable pallets shall be taken back by the Consultant, at no additional cost to the City, for reuse or recycling. Consultant shall provide documentation from the facility accepting the pallets to verifY that pallets are not being disposed. SECTION 24. NON-APPROPRIATION 24.1. 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 this Agreement. 24.2. 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. SECTION 25. MISCELLANEOUS PROVISIONS. 25.1. This Agreement will be governed by the laws of the State of California. 25.2. In the event that an action is brought, the parties agree that trial of snch action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 25.3. 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. Thc 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. 25.4. 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. 25.5. 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. 25.6. 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 foree and effect. 25.7. 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 8 Professiunal Services Rev. January 11. 2010 IICc-lcrralsharedIASDIPURCH\SOUCITA TIONSICURRENT BUYER-CM FOLDERSIUTILmES -CAROLYNWRFl's\136366 Gas.Elcc.Regulatc.Con\Final Contrac1s\K.NA VlGANT.ELECTRlCC1113730TCI1137301 ,da:; duly executed amendment hereto are by such reference incorporated in this Agreement and will b€: deemed to be a part of this Agreement. 25.8 If, pursuant to this contract with CONSULTANT, City shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) sbout a California resident ("Personal Information',), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall infonn City inunediatelyupon leamingthst there has been a breach in the security of the system or in the security of the Personal Iitfonnation. 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 writteri. CITY OF PALO ALTO City Manager Name: GRIESS .~~~~~~~--- APPROVED AS TO FORM: Title: MANAGING DIRECTOR Deputy City Attorney Attachments: EXHIBIT "A": EXHIBIT "B": EXHIBIT "C": EXHIBIT "C-l": EXHIBIT ''D'': SCOPE OF WORK SCHEDULE OF PERFORMANCE COMPENSATION SCHEDULE OF RATES INSURANCE REQUIREMENTS 9 Profe&sional Se~s Rev. JanuOJ'Y II, 2010 IICe..terralsh"",dIAS!lIJ'URCIlISOLlCIT ATIONSICURRENT BUYBR-CM FOIDBRSIIITlLITIES -CAROL YNNIRFPsl136366 Qa.,Ill<c.Regula'e.ConlFinal Coo_r.IK.NA VIQANT.Bt.l!CTlUC.C! I 13731l1'C1 t 137307 Am EXHIBIT "A" SCOPE OF SERVICES The scope of work is for one year with a potential second and third year for the Teclmical Consulting, Legislative and Regulatory Services for the City of Palo Alto, Utilities Department, Electric Utility. Work shall be performed on an as-needed basis. The consultant may be asked to perform serviees in one or more of the following areas: A. Monitor and analyze CAlSO, CPUC, CEC, FERC, PG&E (Grid Planning), regional transmission planning groups, and other related agencies' activities, and, based on diseussions with Staff, represent the City'S interests in proceedings. Consultant will monitor, analyze and, represent the City's interest in the activities of the CAlSO, CPUC, CEC, FERC, PG&E (Grid Planning) and other agencies as related to CAlSO 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, CAISO 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 locational marginal pricing, local capacity requirements, transmission constraints, 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 regnlar 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 cost-effective and long-term solutions for reliability and economic transmission needs, transmission for renewable resources, 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 10 Professional Services Rev. January 11,2010 \\Cc~terra\Shal'ed\ASD\PURCH\SOUCITATIONS\CURRENT BUYER..cM FOLDERS\UTII1TlES ~ CAROL YNN\RFPs\136366 Gas.Elee.Regulate.Con\Final Contracts\K.NAVIGANT.ELECTRlC.Cll t37307'C11137307 .da: technical support to the City in coordination with PG&E, CAISO, the Westem Area Power Administration, or other agencies as required conceming 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/demand response, greenhouse gases and other environmental initiatives, independence in setting rates, local generation evaluation and implementation, 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 on issues such as described in 2.A through 2.Gabove. 11 Professional Services Rev. Janum)' 11,2010 IICc·terr,\O;h .. edIASDIPURCHlSOLICIT A TlONSICURRENT BUYER·CM FOLDERSIUTILITIES . CAROL YNNIRFPsl136366 Gas.Elec.Regulate.Con\Final Contracts\K.NAVIGANT.ElECTRIC.C11137307'C11137307 .da:: EXHIBIT "8" 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 Task One: DELIVERABLES Completion No. of DayslWeeks FromNTP TBD The deliverables will be determined oil 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. 12 Professional Services Rev, January 11,2010 IICe-terr.lsharedIASDIPURCHISOLlCITA TIONSICURRENT BUYER-CM FOLDERSIUTILITIES -CAROL YNNlRFPsl136366 Gas,Elcc.Regulate.Con\Final Contracts\K.NAVIGANT,ELBCTRlC.C11137307'C11137307.du:: EXHIBIT "C" COMPENSATION The CITY agrees to compensate the CONSULT ANT for professional services performed in accordance with the terms and conditions of this Agreement based on the hourly rate schedule attached as Exhibit C-l. The compensation to be paid to CONSULTANT under this Agreement for all services described in Exhibit "A" ("Services") and reimbursable expenses shall not exceed $95,000. CONSULTANT agrees to complete all Services, including reimbursable expenses, within this amount. In the event CITY authorizes any Additional Services, the maximum compensation shall not exceed $95,000. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. RE~URSABLEEXPENSES 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 Pal 0 Alto's policy for reimbursement of travel and meal expenses for City of Palo Alto employees. 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 baekup information. Any expense anticipated to be more than $500 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 CONSULT ANT, 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 expenses, for such services based on the rates set forth in Exhibit C-l. 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 ofthe services. Payment for additional services is subject to all requirements and restrietions in this Agreement. 13 Professional Services Rev. January 11, 2010 \ICe·terr,I,h,redIASDIPCRCH\SOUCITA TIONS\C{;RRENT B{;YER-CM FOLDERSIUTILITIES • CAROL YNNIRFP,\136366 Gas.Elec.Regulate,Con\Final Contracts\K.NAVIGANT.ELECTRIC.Cl113730rCl1137307.da: N)\VIGANT CONSULTING EXHIBIT "C-l" HOURLY RATE SCHEDULE Professional and support services, except testimony shall be billed at the following NCr rates: : Level Billing Rate lvfanaging Director $397 Director $354 Associate Director $309 Managing Consultant $255 i Senior Consultant $222 , ! Consultant $169 Admi"Support $136 The above rates shall be adjusted each year, commencing January 1, 2011, to reflect the change in rates officially established by NO. 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 the provision of services hereunder shall be billed at cost plus ten (10) percent Automobile mileage will be billed at the rate approved by the Internal Revenue Service. Client shall reimburse NCI for any applicable sales tax imposed on services rendered by NCI to Client. 14 EXHIBIT liD" 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 wrrn AM BEST'S KEY BATING OF A-:VII, OR mGHEll, LICENSED OR AlITHORIZED TO TRANSACT INSIJRA,'1CE BUSINESS IN THE STATE OF CALIFORNL4.. AWARD IS CONTINGEI\T ON COMPLIANCE W1TH CITY'S c-ISURANCE REOUIREMENTS AS SPECIFIED. BELOW: MINIMUM LIMITS REQUIRED TYPE OF COVERAGE REQUIR3MENT EACE YES YES YES YES NO YES OCCURRENCE AGGREGATE WORKER'S COMPENSATION STATUTORY EMPLOYER'S LIABILITY STATUTORY BODILY c-IJURY SI,OOO,ooo 81,000.000 GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000.000 PROPERTY DAMAGE BLANKET CONTRACTUAL, A.'ID FIRE LEGAL BODILY INIUR Y &:. PROPERTY DAMAGE $1,000,000 81,000,000 LIABILITY COMBINED. BODILY INruR Y 51,000,000 $1,000,000 -EACH PERSON 81,000,000 81,000,000 -EACH OCCURRENCE 81,000,000 81,000,000 AUTOMOBILE UABIT1TY, INCLUDING ALL OWNED, HIRED, NON-OWNED PROPERTY DAMAGE $1,000,000 $1,000,000 BODILY INJlJRY AND PROPERTY SI,ooO,Ooo SI,OOO,OOO DAMAGE COMBINED PROFESSIONAL IlABlLTTY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1000000 THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INS{;tu:D: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAlNTAIN,IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURAKCE COVERAGE HEREIN DESCRIBED, INSURING NOTONL Y CONTRACTOR AND ITS SUBCONSULTA.'lTS, IF ANY, BUT ALSO, W1THTHEEXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABIUTY AND PROFESS10NAL~SllRAl\CE, NAMING AS ADDITIONAL INSLtu:DS CITY, ITS COIlNCIL MEMBERS. OFFICERS, AGENTS, AND EMPLOYEES. 1. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A VlRIITEN 1HIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CON1RAC1UAL LIABILITY ENDORSEtvlENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE MfOUNTS IN EXCESS OF $5,000 REQUIRE CITY'S PRIOR APPROVAL. n. CONTACfOR MUST SUBMIT CERTIFICATllS(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. Ill. ENDORSEMENT PROVISIONS, WITII RESPECf TO TIIE INSURA.'!CE AFFORDED TO "ADDITIONAL INSUREDS" A. PRlMARY COVERAGE WITII RESPECT TO CLAlMS ARlSING OUT OF THE OPERATIONS OF TIIE NAMED INSURED, INSURANCE AS AFFORDED BY 11llS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTIIER INSURANCE CARRIED BY OR FOR THE BENEFIT OF TIlE ADDITIONAL INSUREDS. B. CROSS LIABILITY 15 Professional Services Rev. January 11,2010 1.ICc-term\sharedIASDIPURCIl\SOLICITA TIONSICURREl>.'T BUYER.{;M FOLDERSIUTILlTIES -CAROL YNNIRFPs\136366 Gas.Elec.Regulate,Con\Final Contracts\K,NA VIGANT.ELECTRIC.C I I 137307\C 11131307 ,doc I 1HE NA,\1ING OF MORE TIlAN ONE PERSON, FIRM, OR CORPORATION AS INSL1<EDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF 1HE INSURED AGAINST A'IOTHER, BUT THIS ENDORSEMENT, .""'ill THE NA,\1ING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C NOTICE OF CANCELLATION L IF THE POLICY IS CA,'1CELED BEFORE ITS EXPIRATION DATE FOR ANYREASON OTHER THAN 1HENON·PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN 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 COMPA,'1Y SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE 1HE EFFECTIVE DATE OF CA,'1CELLATION, NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITYO)'PALOALTO P.O. BOX 10250 PALO ALTO, CA 94303 16 Professional Services Rev_ January 11, 2010 \\a:·terr.\ShllredIASD\PVRCH',sOUCITA TlONS\CURRENT BUYER.cM FOWERS\L'TILmES • CAROL YNN\RFPs\136366 Gas,EJec.Rcgulate.Con\Final Cont:acts\K.NA VK:iANT,ELE<.::TRlC.C 11137J07'C111373Q7 .do::: ·ATTACHMENT~ CITY OF PALO ALTO CONTRACT NO.: C11137306 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND FLYNN RESOURCE CONSULTING, INC. FOR PROFESSIONAL SERVICES EI,ECTRIC REGULATORY CONSULTING This AGREEMENT is entered into on this 12th day of July, 2010, by and between the CITY OF P ALO ALTO, a California chartered municipal corporation ("CITY"), and FLYNN RESOURCE CONSULTANTS, INC., a California corporation, located at 5440 Edgewood Drive, Discovery Bay, CA 94505 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to provide technical, regulatory and legislative support in the energy (gas & electric) fields ("Project") and desires to engage a consultant to provide support to city staff in connection with the Project ("Services''). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses andJor certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULT ANT 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 conrpletion of the services in accordance with the Schedule of Performance attached as Exhibit "B" unless terminated earlier pursuant to Section 19 ofthis Agreement. 1 Professional Services Rev. January 11. 2010 SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the perfoTIllance of Services under this Agreement. CONSULTANT shall complete the Services within the term ofthis Agreement and in accordance with the schedule set forth in Exhibit "B", attached to and made a part of this Agrcemcnt. Any Services fur which times fur perfOTIllance are not specified in this Agreement shall be commenced and completed by CONSULT ANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY's agrcement to extend the term or the schedule forperfoTIllance shall not prccluderecovery 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 forperfoTIllance of the Services described in Exhibit "A", including both payment for professional services and reimbursable expenses, shall not exceed Eighty Thousand Dollars ($80,000) per year. The applicable rates and schedule of payment are set out in Exhibit "C-I ", 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 fur Additional Services perfoTIlled 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 perfoTIlled and the applicable charges (including an identification of personnel who perfoTIlled the services, hours worked, hourlynites, and reimbursable expenses), based upon the CONSULTANT's billing rates (set forth in Exhibit "C-l").lfapplicable, the invoice shall also describe the percentage of completion of each task. The infoTIllation in CONSULTANT's payment requests shall be subject to verification by CITY. CONSULT ANT 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. OUALIFICATIONS/STAt'WARD OF CARE. All of the Services shall be perfoTIlled by CONSULTANT or under CONSULTANT's supervision. CONSULTANT represents that it possesses the professional and technical persomlel necessary to perfoTIll the Services required by this Agreement and that the personnel have sufficient skill and experience to perfuTIll the Services assigned to them. CONSULT ANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the teTIll of this Agreement all licenses, peTIllits, qualifications, insurance and approvals of whatever nature that are legally required to perfoTIll the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail anlOng professionals in the same discipline and of similar knowledge and skill engaged in related work throughout Califurnia under the same or sirnilar circumstances. SECTION 7. COMPUANCE WITH LAWS. CONSULT ANT shall kcep itselfinfoTIlled of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may Professional Services Rev. January 11.2010 2 I\Cc·'erralsh.red\"SDIPURCHISOLICrrATIONSICURRENT BUYER·eM FOLDERS\UTILITIES • CAROL YNNIRFP,\I36366 Qas,Elec,Regulate.Con\Fjnal Contracts\K.FLYNN.ELECTRlCC11137306'Cl1 137306,da: 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. 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 CONSULT ANT. If CONSULTANT has prepared plans and specifications or other design documents to constroct 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 proj ect, CONSULT ANT 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 constroction 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 CONSULT ANT, and any person employed by or contraeted 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. CONSULT ANT shall not subcontract any portion ofthe work to be performed under this Agreement without the prior written authorization of the city manager or designee. 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 CITY 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. 3 Professional Services Rev. January 11,2010 IICe·terralsharedIASDiPURCHISOUCIT A TIONS\C1JRREliT BUYER·CM FOUlERSIUTll.lTIFS • C'AROLYNN\RFPs\136366 Gas.Elec.Regulate.Con'iFinal Contracts\K,FLThr::\' ,ELECTRlC.Cl] 137306'C11137306,doc SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Doug Boccignone as the Project Director to have supervisory responsibility for .the performance, progress, and execution ofthe Services to represent CONSULT ANT during the day-to-daywork on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key persounel for any reason, the appointment of a substitute projeet director and the assignment of any keynew or replacement persounel will be subjectto the prior written approval ofthe CTIY's project manager. CONSULTANT, at CITY's request, shall promptly remove persounel who CTIY finds do not perform the Services in an acceptable mauner, 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 managers are Karla Dailey (Gas) and Debbie Lloyd (Electric), Utilities Department, Resource Management Division, 250 Hamilton Avenue, Palo Alto, CA 94303, Telephone (650) 329-2523 and (650) 329-2369. The project manager will be CONSULTANT's point of contact with respect to performance, progress and execution of the Services. Thc CTIY 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, plana, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall bc and remain the exclusive property of CITY without restrictiun 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 CTIY. 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. CONSULT ANT will permit CTIY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT's reeords pertaining to matters covered by this Agreement. CONSULTANT ftJrther 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 mauner 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 Sectiun 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active 4 Professional Services Rev, January 11,2010 \ICc·terralsharedIASDIPURCH\SOUCITATJONSICURRENT BUYER-eM FOLDERSIUTILITIES· CAROLYNNIRFPs\136366 Glls.Elec.Regulate.Con\Finai Contra£:ts\K.FLYf'l.TN.ELECTRIC.C 1113 7306'C1113 7306.da:: negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSUL TAl 'IT'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, wiII 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". CONSULTAl'lT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any genera1liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best's Kev Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State ofCalifomia. 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 pcimarycoverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing "'lith the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification, CONSULT Al'IT 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 CONSULT ANT's liability hereundernor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of iasurance, 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. TER'\1INATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The city manager may suspend the performance of the Services, in whole or in 5 Professional Services Rev. January 11. 2010 IICc·telT.lsharcdIASDIPURCH\SOUCITA TIONSIClJRRENT BUYER·CM FOLDERSIUTILITIES . CAROLYNNIRFP.II36366 Gas,Elec.Regulate.Con\Finai Contracts\KFLYNN.ELECTRlC.C] 1 137306\:: 11137306,dcc part, or tenninate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will innnediately discontinue its performance of the Services. 19.2. CONSULTANT maytenninatethis 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 City Manager innnediately 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 (Le., 10 days after giving notice) of suspension or tennination; 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 innnediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise ofhislher 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 mauner or degree with the performance of the Services. 6 Professional Services Rev, January 11, 2010 \\Cc-terralsharedIASDIPURCHlSOLIClTA TIONSICURRliNT BUYER-CM FOIDERSIUTILlTIES -CAROL YNNIRFPs1136366 GM.Elee.Regulate,Con\Final Contracts\K.FLYNN.ElECTRIC.CI1137306'C11137306.do;;: 21.2. CONSULTANT further covenants that, in the performance ofthis Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any finandal interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicableprovisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. lfthe Project Manager detemlines 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. 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 ofthe 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 AND ZERO WASTE REOUIREMENTS. CONSULTANT shall comply with the City's Enviromnentally Preferred Purchasing policies which are available at the city's Purchasing Department which are incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of the City's Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or compo sting waste. In particular, Consultant shall comply with the following zero waste requirements: • All printed materials provided by Consultant to City generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-cousumer content paper, unless otherwise approved by the City's Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of30% or greater post-consumer material and printed with vegetable based inks. • Goods purchased by Consultant on behalf of the City shall be purchased in accordance with the City's Enviromnental Purchaaing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Office. • Reusable/returnable pallets shall be taken back by the Consultant, at no additional cost to the City, for reuse or recycling. Consultant shall provide documentation from the facility accepting the pallets to verilY that pallets are not being disposed. SECTION 24. NON-APPROPRIATION 7 Professional Services Rev_ January 11, 2010 l\Cc·terralsharedIASDIPURCHISOUClTA-nONSICURRENT BUYER·CM FOLDERSIUTIUTIES -CAROLYNN\RFPsI136366 Gas.Elec.Regulate Con\Final Contraets\K.FLYNN,ELECTRIC.Cl1137306'C11137306,du:; 24.1. This Agreement is subject to the fiscal provisions of the Chartet of the City of Palo Alto and the Palo Alto M1.U1icipal 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 anytime within a fiscal year in the event that funds are only appropriated for a portion ofthe 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. 24.2. The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf ofthcir respective legal entitics. SECTION 25. MISCELLANEOUS PROVISIONS. 25.1. This Agreement will be governed by the laws of the State of California. 25.2. 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. 25.3. 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. 25.4. 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 instrnment, which is signed by the parties. 25.5. 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. 25.6. If a court of competent jurisdiction finds or rnles that any provision of this Agreement or any amendment thereto is void or 1.U1enforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 25.7. 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 this Agreement and will be deemed to be a part of this Agreement. 25.8 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 Infonnation"), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City 8 Professional Se:tylce.s Rev. January 11, 2010 IICc·terralshru-edIASDIPURCHlSOllClTAllONSICURRENT BUYER-CM FOI.DllRSIUTIllTIES· CAROLYNNIRFP,\136366 Gas.Elec.Reguiate.Coo\Final Contracts\K.FL YNN.ELECTRICCll137306'C11137306.dre immediatelyupon leaming that there has been a breach in the security of the system or.in the security of the Pet'sOllll.llnfotmation. CONSULTANT shall not use PenlOnd Infon:nationfor direct marketing PwpOse8 without City's express written consent. IN WITNESS WHEREOF, the parties hereto have bythf.litduly authorized represenlatives executed tbis Agreerru:nt on the date first above ..... 'litten. CITY OF PALO ALTO FLYNN RESOURCE CONSULTANTS, INC. City Manager By:_D~4( ~ APP.ROVBP AS TO FORM: Name: "\)oVL, [It> ft.!. Bo''':~V\OVt.Q. Title: (k1"t.4. FM.~;A.I 0 ~tlf- Deputy City Attorney Attachments: EXHIl3IT ffA"; EXHIBIT "B": EXHIBIT "C": EXlllBlT "C-l": EXHIDtr ''Il'': SCOPE OF WOl<J( SCRBDULE OF PERFORMANCE COMPENSATION SCHEDULE OF RATF.s INSURANCE tmQUIRBMENrS 9 Protesriunal ScrvicCII ru:v, ll\lluwy 1l.lOlC \1Q:,.mr"Iob.,.<l\ASD\J>UllCHISOUClTA'l'!ONreURRfNT IlUYS<..cM FOWIlII.'NJ'rllJ1lBS· <!ARm ;YN:-IIRFPRIIJ6360 \l, • .llkc,Rof!Ul.."cmlPi"", I:!ontrllCtSlK.fl.'INN,m.PX;lllJC,Ct 1117:;06'C11137306.dce EXHIBIT "A" SCOPE OF SERVICES The scope of work is for one year with a potential second and third year for the Technical Consulting, Legislative and Regulatory Services for the City of Palo Alto, Utilities Department, Electric Utility. The work shall be performed on an as-requested basis. The consultant may be asked to perform services in one or more of the following areas: A. Monitor and analyze CAISO, CPUC, CEC, FERC, PG&E (Grid Planning), regional transmission planning groups, 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, nentrality 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, CAISO 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 locational marginal pricing, local capacity requirements, transmission constraints, and State imposed measures for deliverability, outage coordination, maintenance standards and the use ofmuni-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 aecess 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 B~y 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 cost-effective and long-term solutions for reliability and economic transmission needs, transmission for renewable resources, 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 -10 Professional Services Rev, January 11. 2010 \\Ce·terralshar.dIASDIPURCHISOLlcrrATIONSICURRENT BUYER·CM FOl..DERSltITIUTIES • CAROL YNN\RFPs\B6366 Gas.Elee.Regula1e.Con\Final ConlractsOCFL YNN.ELECfRIC.Cll137306'Cl ! 137306.da: technical support to the City in coordination with PG&E, CAlSO, 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/demand responsc, greenhouse gases and othcr environmental initiatives, independence in setting rates, local generation evaluation and implementation, and involvement in Joint Powers Authority for invesunent 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. II Professional Services Rev. January 1 L 2010 \\Cc-terr.\sharedIASDIPURCH\SOLlCITATIONSICURRENT BUYBR-CM FOLDERSIUTIUflES • CAROL YNNIRFFsIJ36366 Gas,Elec.Regulate.Con\Final Contracts\K.FL YNN .ELECTRIC.Cll13 7306'C11137306.dcc EXHIBIT "B" SCHEDULE OF PERFORMANCE CONSULT ANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone maybe 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 Task One: DEUVERABLES Completion No. ofDayslWeeks FromNTP TBD 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. 12 Professional Servlees Rev, January 11, 2010 \\C<-tcrralsharedIASDIPURCHISOLlClTA TIONS\CURRENT BUYER-CM FOLDERSIUTILfl'IES -CAROL Th'N\RFPs\ll6366 Gas.Elec.Regulate,Con\Final Contracts\K.FLYNN£LECTRlC.Cl 1137306'Cl 1 I 31306.do:;; EXHIBIT "C" COMPENSATION The CITY agrees to compensate the CONSULT ANT for professional services perfonned in accordance with the terms and conditions of this Agreement based on the hourly rate schedule attached as Exhibit C-I. The compensation to be paid to CONSULTANT under this Agreement for all services described in Exhibit "A" ("Services") and reimbursable expenses shall not exceed $80,000. CONSULTANT agrees to complete all Services, inc1udingreimbursable expenses, within this amount. In the event CITY authorizes any Additional Services, the maximum compensation shall not exceed $80,000. Any work perfonned or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. 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 subjectto the City of Palo Alto's policy for reimbursement of travel and meal expenses for City of Palo Alto employees. B. Long distance telephone cellular phone, facsimile tranamission and postage charges are reimbursable at actual cost. All requests for payment of expenses shall be accompanied by appropriate backup infonnation. Any expense anticipated to be more than $500 shall be approved in advance by the CITY's project manager. ADDITIONAL SERVICES The CONSULT ANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULT ANT, 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 expenses, for such services based on the rates set forth in Exhibit C-I. 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. 13 Professional Services Rev, January 11, 2010 \\Cc-lena\<;haredIASDIPURCHlSOIJC1TA TIONS\CtiRRENT BUYER-CM FOllJERSIUTIIJllES . CAROL YNNIIU'P,\1363(ru Gas.Elcc.Regula!e.ConlFinai ContractslKFLYNN ,ELEC1RlC.Cll137306'C11 I 373()6,d;c E:X1UBIT "C-l" BOURLYRATESCHEDULE RAteli to.. Sel"lliNs -21HO FJ)'Dn Resource Consultants Im:. hourly rates f(lt promssionallleooces are listed below: Principal Senior Cor.unlltant Consultam . AssociaIliI ConsUltant Atmlyst $240-285 pef hour $190-240 per hour $160-190 pel' bour $130-1.60 per hour :5 SO-l30per hour Reproducdon. printing, communications, computer services, and other miscellaneous support servict!$ ,hall be bIDed 'at 5"A. (liYli peroe.Ql;) of tho lQbor goats for tb!:: billing period. Thi.s II.ddm(mlll "non-labor'" cost will be included for each biUlng perrod. Ail travel, food, and misgelhmeoua ~en!IeB, eKcept lIutomobile .milease, associated with the pr<JVision ofservices hereunder shall be billed at cost. Automobile mileage will be bilkd at the rem approvi:dby the Internal Reve:nu.e Service. . F(>( atl)' .Ill.Onih in whidl specillJl:ted modeling software is used to pertbnn lIClrVices umler thi$ ~ the fuJlowlng clnu:ges shall apply; . Power flow modeling -$22S/month Short cln:nd.t modeling -$700/montb Market I!1Olleling -$3,SOOIrnonth Specialized software ~ that exceed the above amounts mIly be biUed with the prior approval of the clieJIt ~tive. This Schedule QfFees shall be reviewed annually. Flyon Iter }'rI:Jpostll May 14,2010 CIty of l'l110 AIM: RFP No. 136366 !=LYNN R:!9! ,f:\ " ; ~ \ '.,y", I,.)~'t(~'l( i' IIl'''!'''f~ 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 WITHAM BEST'S KEY RATING OF A-:VII, OR HIGIlER, LICENSED OR AUfHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA, AWARD IS CONTINGEh'T ON COMPLIANCE WITH CITY'S INSURANCE REOUIREMENTS AS SPECIFIED BELOW' MINIMUM ::'IMITS REQUIRED TYPE OF COVERAGE REQUIREMENT EACH YES YES 'YES YES NO YES OCCURRENCE I JU;GREGATE WORKER'S COMPENSATIOl\ STATUTORY EMPLOYER'S LIABILITY STATUTORY BODILY INJURY $1,000,000 $1,000,000 GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INltlRY & PROPERTY DML>\GE 81,000,000 $1,000,000 LIABILITY COMBINED, BODILY INltlRY 81,000,000 $1,000,000 -EACH PERSON $1,000,000 : $1,000,000 -EACH OCCURRENCE $1,000,000 i 51,000,000 AUTOMOBILE LIABILITY,INCLUDING : ALL OWNED, HlRED, NON-OWNED PROPERTY DAMAGE $1,000,000 $1,000,000 BODILY INltlRY AND PROPERTY $1,000,000 $1,000,000 . DAMAGE COMBNED PROFESSIONAL LIABIUTY, INCLUDING, ERRORS AND OMISSIONS, I MALPRACTICE (WHEN APPLICABLE), AN)) NEGLIGENT PERFOR1,!fu'lCE ALL DAMAGES .. Jl,OOO,OOO TIlE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR. AT ITS SOLE COST AND EXPENSE, SHALLOBTAINANDMAINTAlN,INFULLFORCEANDEFFECTTHROUGHOIITTHEENTIRETERMOFANYRESULTANTAGREEMENT, • THEINSURANCECOVERAGEHEREINDESCRlBED,INSURlNGNOTONLYCONTRACTORANDffSSUBCONSULTANTS,IFANY, BUT : ALSO, wrrn THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURA.'lCE, NAMING I AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A A PROVISION FOR A WRITIEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY Ei\lDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONfRACTOR'S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AVIOUNTS IN EXCESS OF $~,OOO REQUIRE CITY'S PRIOR APPROVAL, II, CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. Ill. ENDORSEMENT PROVISIONS, WITII RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSUREDS" A PRIMARY COVERAGE WITII RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF TIlE NAMED INSURED, INSURANCE AS AFFORDED BY TIllS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONJRIBUTlNG WITH ANY OTIlER INSURANCE CARRIED BY OR FOR THE BENEFIT OF TIlE ADDITIONAL INSUREDS, B, CROSS LIABILITY 15 Professional Servjces Rev January 11,2010 \\C,-terr.lsharedIASDlPURCH\SOLIClTATIONSICURRENT BUYER-CM FOLDERS\UTILITIES -CAROL YNNIRFP,1I36366 Gas,Elec.Rcgnlatc.Con\Fiual Conlmcts\K.FLY':'IN.ELECTRIC.Cll137306\C I I 137306,doc ' THE >lAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORA110N AS INSUREDS UNDER THE POLICY SHALL >lOT, FOR THAT REASON ALONE, EXTINGillSH ANY RlGHTS OF THE INSl:RED AGAINST ANOTHER, Bl:T THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF TIiE COMPANY UNDER TIllS POLICY. C. NOTICE OF CANCELLATION I. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTllER THAN THE NON·PA YMENT OF PREMIUM, THE ISSLDlO COMPANY SHAll PROVIDE CITY AT LEAST A TliIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPlRATIO>l DATB FOR THENON·PAYMENT OF PREMIUM, THE ISSLlNG COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE mE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAII~ED TO: l'URCHASlNG AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P,O. BOX 10250 PALOALTO,CA 94303 16 Professional Services Rev. January 11. 2010 \\Ce-,err.lsharedIASDIPURCHISOIlCITA110NS\cURRENT BUYER-CM FOLDERSIIJTIUTIES • CAROL YNNIRFP,II 36366 Gas,Elcc.Regulate.Con\Final ContraetsOCFLYNN.ELECTRIC.Cll 137306'Cl 1 137306.dcc ATTACHMENT C CITY OF PALO ALTO CONTRACT NO.: Cl1136366 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND NA VIGANT CONSULTING, INC. FOR PROFESSIONAL SERVICES GAS REGULATORY CONSULTING This AGREEMENT is entered into on this 12th day of July, 2010, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and NAVIGANT CONSULTING, INC., a Delaware corporation, located at 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 provide technical, regulatory and legislative support in the energy (gas & electric) fields ("Project") and desires to engage a consultant to provide support to city staff 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 completion of the services in accordancc with the Schedule of Performance attached as Exhibit "B" unless terminated earlier pursuant to Section 19 of this Agreement. Professional Services Rev. January 11, 2010 SECTION 3. SCHEDUI"E OF PERFORMANCE. Time is of the essence in thc 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 forperformance 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 CONSULT~'IT. 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 CONSULTAc"fT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULT ANT for performance of the Services described in Exhibit "A", including both payment for professional services and reimbursable expenses, shall not exceed One Hundred Twenty Five Thousand Dollars ($125,000) per year. The applicable rates and schedule of payment are set out in Exhibit "C-l ", entitled "HOURLY RATE SCHEDULE," which is attached to and made a part ofthis 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-l ").If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULT Ac"fT' 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. Thc 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 CONSULT Al\TT' s supervision. CONSULTANT represents that it possesses the professional and teehnical 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. CONSULT ANT represents that it, its employees and sub consultants, ifpennitted, have and shall maintain during the term of this Agreement all licenses, pennits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULT ANT 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. 2 Professional Services Rev, January 11.2010 IICc-terralsharedIASDiPURCHISOUCITA TIONSICURRBNT BUYER-CM FOLDERSIUTIUTIES -CAROLYNNIRFPsl136366 Gas.Elec,Regutate,Con\Final Contrncts\K.NAVIGANT.GAS,Cl1 136366'Cl 1136366.da; 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 matmer 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. 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 CONSULT At'lT. If CONSUL TANT 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 cxceeds ten percenl(lO%) 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 CONSULT ANT'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. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization ofthe city manager or designee. 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. CONSULTAt'lT shall be fully responsible to CITY 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. Professional Services Rev, January 11, 2010 3 \\Ce-tetTalshm-edIASDIPURCHlSOLICITATIONS\cURRENT BUYER-CM FOLDERSIUTIUTIES -CAROL YNNlRFPs1136366 Gas,Elec.Regulare.Con\Final Contrncts\K..NAVJGANT.GAS,Clll36366'C11136366A:itx: SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Gordon Pickering as the Project Director to have supervisory responsibility for the performance, progress, and execution ofthe Services 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 orreplacement 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 fmds 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 managers are Karla Dailey (Gas) and Debbie Lloyd (Electric), Utilities Department, Resource Management Division, 250 Hamilton Avenue, Palo Alto, CA 94303, Telephone (650) 329-2523 and (650) 329-2369. 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. CONSULT ANT 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 norits contractors, ifany, 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. Consultant will retain sole and exclusive ownership of all rights, title and interest in its work papers, proprietary information, proecsses, methodologies, know-how and software and software and any patent, copyright, trademark, trade secret and other intellectual property rights, which existed prior to the delivery of Consultants' services, SECTION 15. AUDITS. CONSULT ANT will permit CITY to audit, at anyreasonablc 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 sha11 protect, indemnifY, defend and hold harmles15 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 rclated to performance or nonperformance by CONSULTANT, its officers, employecs, agents or contractors under this Agreement, regardless 4 Professional Services Rev, January 11,201 0 IICC-1eITalsharedIASDIPURCIl\SOUClTA TIONSICURRENT BUYER-CM FOillERS\UTI1l1lES -CAROL YNNlRFPsl136366 Gas.Elec,Regulare,Con\Final Contrncts\K,NA V1GANT.GAS,C111363661(:11136366.du: 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 Indenmified 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!'. WAIVERS. Thewaiverbyeitherpartyofanybreachorviolationofanycovenant, term, condition or provision of this Agreement, or ofthe 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. CONSULT ANT, 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 Exlubit "D". CONSULT ANT 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 ofthis Agreement. The certificates will be subj ect 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 lirnit CONSULTANT's liability hereundernor 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. 5 Professional Services Rev. January 11,2010 IICc-terralsharcdlASDIPURCH\SOUC1TA TlONSICURRENT BUYER-CM FOlllERSIUTlUI1ES -CAROLYNNIRFPs\136366 Gas.E1ec.Regulale.ConlFinal ConlTllclslK.NAVIGANTGAS.CII 136366'C1l136366.do; SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The city manager may suspend the performance of the Services, in whole OT in part, or terminate this Agreement, with oTwithout 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 fuilure of performance by CITY. 19.3. 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, ifany, 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 Scrvices rendered or materials delivered to CITY in accordance with the scope of services on or before the effective datc (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a defuult by CONSULTANT, CITY will be obligated to compensate CONSULT ANT 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 ofhislher 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 nnderthis 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 ofthe project director at the address of CONSULTANT recited above 6 Professional Services Rev, January 11,2010 \\Cc·telT.lsharedIASD\PURCHlSOUCIT ATIONS\CURRENT BUYER-CM FOLDERS\UTILITIES -CAROL YNNIRFPs\ 136366 Gas.Etec.Regulate.Con\Finat Contracts\l{,NAVIOANTGAS.Cll136366'C11l36366.da; 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, fmancial or otherwise, which would conflict in any manner or degree with the performanee of the Services. 21.2. CONSULTANT further covenants that, in theperformance of this Agreement, it will not employ subconsultsnts, contractors or persons having sueh an interest. CONSULTANT certifies that no person who has or will have any fmancial 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 Politieal Reform Aet. 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. SECTION23. ENVIRONMENTALINPREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the City's Environmentally Preferred Purchasing policies which are available at the city's Purchasing Department which are incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of the City's Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or compo sting waste. In particular, Consultant shall comply with the following zero waste requirements: • All printed materials provided by Consultant to City generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of30% or greater post-consumer content paper, unless otherwise approved by the City's Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of30% or greater post-consumer material and printed with vegetable based inks. • Goods purchased by Consultant on behalf of the City shall be purchased in accordance with the City's Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and 7 Professional Services Rev. January II, 2010 I\Cc-!err.loharedlASDIPURCIl'SOUCITA TIONSICURRENT BUYER·eM FOLDERSIUTIUTIES • CAROL YNNIRFP,\136366 Glt,.Elec.Regulate.Conll'inal Cuntrao<s\K.NAV1GANTGAS.CI 1136366'Cl1 136366.dcc packaging. A copy of this policy is on file at the Purchasing Office. • Reusable/returnable pallets shall be taken back by the Consultant, at no additional cost to the City, for reuse or recycling. Consultant shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. NON-APPROPRIATION 24.1. 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 anytime 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, tenn, condition, or provision of this Agreement. 24.2. 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. SECTION 25. MISCELLANEOUS PROVISIONS. 25.1. This Agreement will be govemed by the laws of the State of California. 25.2. 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. 25.3. 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 markct value of legal services provided by attorneys employed by it as well as any attorneys' fees paid to third parties. 25.4. 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. 25.5. The covenants, terms, conditions and provisions ofthis Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 25.6. 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. 25.7. 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 8 Professional Services Rev. January 11, 2010 \\Cc-terra\Sha<edIASDIPURCHlSOUCIT A TIONSICURRENT BUYER-CM FOLDERSIUTILITIES -CAROL YNNIRFPslt36366 Gas,Elec.Regulate.Con\Final Contracts\K..NAVIGANTGAS,Cll 136366'Cl 1136366.dcc duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 25.8 ~ pursuant to this contract with CONSULTANT, .. City shares with CONSULTANT personal infonnation as defined in California Civil Codeseotion 1798.81.5(d} about a Califomia resident (''Personal Information"), CONSULTANT shall maintain reasonabJe and appropriate security procedw.:es to protect that Personal Information, and shall inform City immediately upon learning that therehas been a breach in the secority of the sysremor in the security of the Personallnfonnation. CONSULTANT shall not use Personallnformation for direct marketing purposes without City's express written consent. INWlTNESS 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 APPROVED AS TO FORM: Title: MANAGING DIREC'l10R Deputy City Attorney Attachments: EXHlBIT "A": EXHIBIT "B": EXHlBIT "C": EXHlBIT "C-l": EXHlBIT "D": SCOPE OF WORK SCHEDULE OF·PERFORMANCE COMPENSATION SCHEDULE,OFRATES INSURANCE REQUIREMENTS 9 I'rof • .,I1"".1 s"",;"" • . Rov. J.num:y 11.2010 \\Cc-"""'\ohlrfeCl\ASD\PURCHISOLICITATIONSlCURRENT BUYBR.cM FOlDllRSIUTlLInBS • CAROL YNN\RFPsl136366 Oos.Blec,Rogulate,ConlFina1 ContractslK:.NA VIOANr,OAS.Cll 136J66'cl 1 I 36J66.do: EXIllBIT "A" SCOPE OF SERVICES The scope of work is for one year with a potential second and third year for the Technical Consulting, Legislative and Regulatory Services for the City of Palo Alto, Utilities Department, Gas Utility. Work shall be performed on an as-requested basis. The consultant may be asked to perform services in one or more of the following areas: A. Monitor and analyze CPUC and FERC 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 oftestimony. Specifically, Consultant shall provide this support for the potential PG&E Gas Transmission and Storage (GT&S) CPUC proceeding, PG&E's BCAP and PG&E's General Rate Case. 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 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 Settlement processes. Consultant shall assist City staff in negotiating with PG&E through any relevant settlement processes. lmmediately, assisting City staff in the current Gas Transmission and Storage Settlement. E. 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. F. Provide Regulatory Updates. At City staffs request, Consultant will provide written updates on all regulatory matters potentially impacting Palo Alto. 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. to Professional Services Rev. January 11. 20 10 \lCc-terra\SharedIASDIPURCH\SOIlCITA 110NSICURRENT BUYER-eM FOLDERSIUTIIlTtES -CAROLYNN\RFP,I136366 Gas.Elec.Regulate.Con\Final Contracts\K.NA VIGAXf.GAS.C 1 1 136366'C:l1136366.dcc EXHIBIT "B" SCHEDULE OF PERFORl'fANCE CONSULTANT shall perfonn the Services so as to complete each milestone witlrin 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 CONSULT ANT and CITY so long as all work is completed witlrin the teml of the Agreement. CONSULT ANT shall provide a detailed schedule of work consistent with the schedule below witlrin 2 weeks of receipt of the notice to proceed. Milestones Task One: DELlVERABLES Completion No.ofDaysfWeeks FromNTP TBD The deliverables will be detennined 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. !1 Profes.<;lonal Services Rev. January 11, 2010 \\Cc·terral,hared\ASDIPURCH\sOLICITATIONS\CURRENT BUYER-CM FOLDERSIUTILITIES -CAROLYNN\RFPsl136366 Gas.Blec,ReguJatc.Con\Final Contracts\K.NAVlGANT.GAS.CI1136360'Cl1136366.da: EXHIBIT "C" COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement based on the hourly rate schedule attached as Exhibit C-l. The compensation to be paid to CONSULTAi\lT under this Agreement for all services described in Exhibit "A" ("Services") and reimbursable expenses shall not exceed $125,000. CONSULT ANT agrees to complete all Services, fncluding reimbursable expenses, within this amount. In the event CITY authorizes any Additional Services, the maximum compensation shall not exceed $125,000. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. REIMBURSABLE EXPENSES The administrative, overhead, seeretarial 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, inpluding transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto's policy for reimbursement of travel arid meal expenses for City of Palo Alto employees. B. Long distance telephone cellular phone, facsimile transmission and postage charges are reimbursable at actual cost. All requests forpaymcnt of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $500 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 CONSL'LT ANT, 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 CONSL'LTANT's proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C-l. 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. 12 -- Professional Services Rev. January 11. 2010 \\Cc-,erra\,haredIASDIPURCH<lOUCITA110NSICURRENT BliYER-CM FOLDERSIUTlUTIES -CAROLYNNIRFP,I136366 Gas.Elcc.Regulare.Con\Final Contracts\K.;'lAVIGANTGAS,Cll136366'C11136366,dre N!\VIGANT CONSULTING EXHIBIT "C-l" HOURLY RATE SCHEDULE Professional and support services, except testimony shall be billed at the following NCI rates: Level Billing Rate Managing Director $397 ~tor $354 : Associate Director $309 • Managing Consultant $255 Senior Consultant $222 Consultant $169 i\dmin Su pport $136 The above rates shall be adjusted each year, commencing January 1, 2011, to reflect the change in rates officially established by NO. 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 the provision of services hereunder shall be billed at cost plus ten (10) percent. Automobile mileage will be billed at the rate approved by the Internal Revenue Service, Client shall reimburse NCI for any applicable sales tax imposed on services rendered by NCr to Client. 13 EXHIBIT "D" INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT TIlElR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUKrS FOR THE COVERAGE SPEClFlEDBELOW, AFFORDED BY COMPANIES WilliAM BEST'S KEY RATING OF A-:VII, OR HIGHER, LICEI'iSED OR AUTHORIZED TO TRANSACl' INSURANCE BUSINESS IN TIlE STATE OF CALIFOR;''1IA. AWARD IS CONTINGENT ON COMPIIA."lCE WlTII CITY'S INSURANCE REQUIREMENTS AS SPECIFlED BELOW' MINIMUM LIMITS REQUIRED TYPE OF COVERAGE REQUIREMENT EACH i OCCURRENCE AGGREGATE YES WORKER'S COMPENSA'110N : STATUTORY : STATUTORY ! YES EMPLOYER'S LIABILITY YES YES NO GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLA.'lKET CONTRACTUAL, AND FIRE LEGAL LIABILITY AUTOMOBILE LIABILITY, INCLUDING ALL OI'INED, HIRED, NON·OWNED BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMt;GE COMBINED. . BODILY INJURY -EACH PERSON -EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 81,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 81,000,000 $1,000,000 . 81,000,000 ... ~~ ... PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE I-------~ ~~~~ ........... i\l.LDAMA="'G"'E"'S'__ _______ _'_~ $1,000,000 YES I. THE CITY OF PAI.o ALTO IS TO BE NAMED AS AN ADDITIONAl, INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AKD MAINTAIN, IN FULL FORCE AND EFFECT THROUGl!OUT THE ENlTRE TERM OF A."lYRESL1LTANT AGREEMENT, : THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CON'fRt;CTORAl'.U ITS SUBCONSULTANTS, IF ANY, BUT . ALSO, WI'l1l'fHE EXCEPTION OF WORKERS' COMPE>iSA TlON, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURANCE, NAMING • AS ADDITIONAL INSUliEDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGE1'lTS, AND EMPLOYUS, INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRlTIEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY EI-,1)ORSEMENT PROVIDING INSlJRA,'1CE COVERAGE FOR CONTRACTOR'S AGREE1vlENT 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. Ill. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INStiREDS" 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 14 Proressional Services Rev. January 11,2010 \\Cc.terralsharedIASD\PURCH\SOLTCIT A TIONSICURRENT BUYER·CM FOLDERS\UTlLlTlES • CAROL YNN\RFP,\136366 Gas.Etec,Regulate.Con\Fjnai Contracts\K.NAVIGANT.GAS,Cl1136366\ClI 136366.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 I. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON·PAYMENT OF PREMIUM, THE ISSUING COMPAl'IY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTHN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2, IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR 'mENON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (IO)DAY WRITTHN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE M:A1LED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O, BOX 10250 PALO ALTO, CA 94303 15 Professional Services Rev, January 1 t, 2010 \\Cc-terra\Shared\ASDIPlJRCH'SOLlcrr A TIONSICURRENT BUYER.cM FOLDERSIUTll1TIES -CAROLYN],\RFPsI136366 Gas.Elec.Rcgulute.Con\Fmal Contracts\K,NAVlGA'NTGAS.C11136366'Cl1136366.do: