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HomeMy WebLinkAboutStaff Report 7836 City of Palo Alto (ID # 7836) City Council Staff Report Report Type: Consent Calendar Meeting Date: 5/8/2017 City of Palo Alto Page 1 Summary Title: Approval of Consulting Contract with Utiliworks LLC for Smart Grid/Technology Workplan Title: Approval of a Professional Services Agreement with UtiliWorks Consultants LLC in an Amount Not to Exceed $174,735 over Two Years for Phase I of the Utility Smart Grid Assessment and Development of a Utility Technology Roadmap and Implementation Plan From: City Manager Lead Department: Utilities Recommendation Staff recommends that City Council approve and authorize the City Manager or his designee to execute a Professional Services Agreement (Contract C17165774, Attachment A) with UtiliWorks Consultants LLC (UWC) in a total not-to-exceed amount of $174,735 over a two (2) year term for Phase I of development of utility smart grid assessment and utility strategic technology workplan; which includes $15,885 for unforeseen, Additional Work. Executive Summary In 2012, the City of Palo Alto Utilities (CPAU) conducted a smart grid assessment (the “2012 Assessment”) and found that the benefits of such applications in Palo Alto did not justify the estimated $15 million to $20 million capital investment to pursue at that time. The 2012 Assessment recommended that CPAU undertake pilot scale smart grid projects and defer major investments due to uncertainties in the technology market and high costs. For the past several years, staff has initiated a number of small scale pilot projects to evaluate the merits of various smart grid technology applications, seek customer feedback, and gain operational experience that could be utilized by staff when the technology is eventually implemented. The Professional Services Agreement with UWC recommended by staff would evaluate CPAU’s smart grid pilot projects implemented to-date and look beyond to larger questions around smart grid deployment, including updating the cost-benefit assessment for automated metering infrastructure (AMI) based smart grid investments. The results of proposed UWC analysis would inform the City’s decision about whether to recommend to Council to proceed with subsequent phases of Smart Grid investments. Separately, UWC will also develop a recommendation to chart a long term technology roadmap and implementation plan for CPAU. This assignment will City of Palo Alto Page 2 be coordinated with the broader CPAU Strategic Plan expected to be undertaken in 2017 and conform to City’s overall Technology Vision. To retain technology consultants, CPAU issued a Request for Proposals (RFP) in November 2016. Proposals from nineteen vendors were received. Four of the most qualified vendors were interviewed by the review panel and UWC was selected as the most qualified based on the evaluation criteria. Upon execution of the contract, the Phase I assignment is expected to last 18-months. Staff is targeting providing the results and recommendations to the Utility Advisory Commission and Council by the winter of 2018. Background The 2012 Assessment found that the large scale investment required for AMI based smart grid systems in Palo Alto was not cost-justifiable at that time (Staff Report #3330). Based on the findings, the consultant that performed the 2012 Assessment recommended the following:  Rather than investing $15 million to $20 million in a full-scale smart grid system, CPAU should implement small-scale pilot projects over the next several years; and  Implement smaller pilot scale projects that will allow CPAU to gauge customer interests and to develop a better understanding of the value proposition for implementing such systems in Palo Alto at a future date as costs decline and the technologies become more mature. Based on this recommendation, staff undertook a number of pilot scale projects. Outlined below are a list of pilot projects and a brief description of the scope of those projects to test various “use-cases”. 1. The Customer Connect Pilot provided 300 residential customers with advanced electric, natural gas and water meters, which provided the customers with more granular utility consumption information. Through this pilot program, customers were able to view their utility consumption on an hourly basis in a web-based portal to better understand the drivers for their consumption, and to detect-fix water leakages if and when they arise. 2. The CustomerConnect pilot also implemented pilot time-of-use (TOU) electric rates that provide lower rates for residential customers who were able to shift their energy consumption during off-peak hours. About 50 Electric Vehicle (EV) owners are currently participating in the TOU pilot. The program was closed to new applicants in 2014. Since then, a few hundred customers have expressed interest in joining the program and have been added to a waitlist. 3. Evaluated ways to optimally operate the electric distribution system based on voltage information gathered from advanced customer meters. Leveraging a fully implemented AMI system could lower total electricity use in Palo Alto by 0.5% to 1.0%. City of Palo Alto Page 3 4. Enabled customers to view their consumption information in real-time with in-home- display units that the customers can purchase and connect to their utility electric meter. This allowed customers to remotely monitor usage information in real-time. 5. Enabled customers to optimally operate their distributed energy resources that benefit both the customer and the utility. Examples of such pilot programs include customer demand response and leveraging smart invertors in solar photovoltaic systems to inject capacitive energy into the distribution system when needed. These pilot programs have enabled CPAU staff to test the value of many smart grid “use-cases” and learn as the technology landscape evolved in the past four-years. In addition to smart grid pilot projects, CPAU also undertook a Utility Technology Systems Review and Future’s Needs Assessment in 2014, and identified 40 projects that could enhance customer service and improve operational efficiencies in the coming years1. Discussion Based on results of the pilot projects, customer feedback, and technological advancements, staff believes it is time to re-engage specialists to re-evaluate the merits of smart grid investments. UWC in this consulting agreement will evaluate past work done, evaluate lessons learned from the pilot projects, and conduct and Assessment and recommend a Technology Workplan and Implementation Plan for CPAU over the next 5-10 years (Phase I). The evaluation will help CPAU prioritize these projects, estimate resources needed for implementation and recommend implementation timelines. Depending on the outcome of Phase I results, UWC may be called upon to assist staff with its pursuit and evaluation of Phase II and Phase III of the project2. Council authorization will be sought for these subsequent consulting phases at a later time, based on Phase I findings and availability of funds and resources. In doing so, Staff will take care to ensure that any engagement of UWC for subsequent phases does not run afoul of Government Code section 1090 requirements or other conflicts of interest rules. In addition, UWC will revisit the 2014 Utility Technology Systems Review and Future’s Needs Assessment. While a number of these projects are either completed or underway, other projects need to be prioritized and implemented in a methodical manner in the coming years. Consultant Selection Process 1 These projects were catalogued under the following eight categories: People/Process, Customer Facing, Distribution System, Utility Business Systems, Employee tools, Security, ERP/Reporting, and AMI enabled systems. 2 Scope of work for Phase II and III were provided in the RFP document. However, the City reserves the right to solicit proposals from other vendors for Phase II and III work. City of Palo Alto Page 4 In November 2016 Request for Proposal (RFP) 165774 was issued titled “Consulting Assistance for Smart Grid/IT Strategic Plan and Implementation Services for Over 5 Years.” Staff developed a RFP proposal evaluation criterion with the following scoring weights.  Completeness of Proposal (5%)  Qualifications of the firm and assigned staff (25%)  Past experience in each of the task areas (25%)  Proposed approach to implement each of the tasks (25%)  Compensation and payment structure (10%)  Exceptions to the City’s contract template (10%) Nineteen vendors submitted proposals. A shortlist of four vendors was interviewed by the evaluation panel and UWC was selected. UWC is well-qualified to undertake Phase I of the work, and if need arises, they are also well qualified to undertake Phase II and Phase III assignments. Phases II and III are contingent on the results of Phase I and will require subsequent Council approval for each additional phase. Resource Impact Funds of $174,735 for Phase I of this contract are included in the FY 2017 Capital Improvement Program (CIP) budget under project Smart Grid Technology Installation EL-11014. Staffing resources to manage the consultant and to finalize the work product have also been identified within existing staff. Phases II and III of the contract are subject to the findings and recommendations of Phase I. Funding for phases II and III are subject to Council approval in subsequent years. Policy Impacts This recommendation sets no new Council policy and is consistent with the Council-approved Utilities Strategic Plan. Environmental Review Approval of the UWC Contract does not require review under the California Environmental Quality Act (“CEQA”) because feasibility and planning studies are exempt under CEQA Guidelines Section 15262. Attachments:  Attachment A: Contract with Utiliworks Consulting, LLC ATTACHMENT A CITY OF PALO ALTO CONTRACT NO. C17165774 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND UTILIWORKS CONSUL TING, LLC. FOR PROFESSIONAL SERVICES This Agreement ("Agreement") is entered into on this __ day of May, 2017 ("Effective Date"), by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and UTILIWORKS CONSULTING LLC., a limited liability company, located at 2351 Energy Drive, Suite 1010, Baton Rouge, LA 70808 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to evaluate the feasibility of an Advanced Metering Infrastructure (AMI) system and associated smart grid technologies and programs ("Project") and desires to engage a consultant to assist in developing a Strategic Technology Roadmap and Implementation Plan smart grid/ AMI business case 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, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at 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 Effective Date through completion of the services or May 8, 2019, whichever is sooner, unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit "B", attached to and made Professional Services Rev. April 27, 2016 a part of this Agreement. Any Services for which times for performance 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 CONSULT ANT. CITY's agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay ifthe extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit "A" ("Basic Services"), and reimbursable expenses, shall not exceed One Hundred Fifty Eight Thousand Eight Hundred Fifty Dollars ($158,850.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. In the event Additional Services are authorized, the total compensation for Basic Services, Additional Services and reimbursable expenses shall not exceed One Hundred Seventy Four Thousand Seven Hundred Thirty Five Dollars ($174,735.00). The applicable rates and schedule of payment are set out at Exhibit "C-1 '', entitled "HOURLY RA TE SCHEDULE," which is attached to and made a part of this Agreement. 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. 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 at 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 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. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT's supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. 2 Professional Services Rev. April 27, 2016 SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULT ANT' s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. 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 CITY's stated construction budget, CONSULTANT shall make recommendations to 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 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 of the 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. CONSULT ANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Dale Pennington as the Project Supervisor 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. 3 Professional Services Rev. April 27, 2016 If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY's project manager. CONSULTANT, at CITY's request, shall promptly 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. CITY's project manager is Shiva Swaminathan, Utilities Department, Resource Division, 250 Hamilton Avenue, Palo Alto, CA 94303, Telephone:650-329-2465. The project manager will be CONSULTANT's point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT's records pertaining to matters covered by this Agreement. CONS ULT ANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemnified Party") from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements ("Claims") resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULT ANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance ofCONSULTANT's services and duties by CITY shall not 4 Professional Services Rev. April 27, 2016 operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best's Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULT ANT 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 concurrent- ly with the execution of this Agreement. The certificates will be subject to the approval of CITY's Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days' notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT' s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY's Chief Procurement Officer during the entireterm of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately 5 Professional Services Rev. April 27, 2016 discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the 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 CONSULT ANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT's services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 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: ATTN: Dale Pennington 2351 Energy Drive, Suite 1010 Baton Rouge, LA 70808 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. 6 Professional Services Rev. April 27, 2016 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULT ANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a "Consultant" as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. 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. 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 CITY's Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements ofCITY'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, CONSULT ANT shall comply with the following zero waste requirements: (a) 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-consumer content paper, unless otherwise approved by CITY's Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post- consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULT ANT on behalf of CITY shall be purchased in accordance with CITY's Environmental Purchasing 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 Division's office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to 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. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 7 Professional Services Rev. April 27, 2016 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION 25.1. 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 shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS ~ 26.l This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, 'improvement') project of more than $15,000. OR D 26.1 CONSULT ANT is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773 .1 of the California Labor Code. Pursuant to the provisions of Section 1 773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the Director of the Department of Industrial Relations ("DIR"). Copies of these rates may be obtained at the Purchasing Division's office of the City of Palo Alto. CONSULTANT shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. CONSULTANT shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. 26.2 CONSULTANT shall comply with the requirements of Exhibit "E" for any contract for public works construction, alteration, demolition, repair or maintenance. 8 Professional Services Rev. April 27, 2016 SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. 27.2. 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. 27.3. 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. 27.4. 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. 27.5. 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. 27.6. 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. 27.7. 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. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT's proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULT ANT' s proposal, the exhibits shall control. 27.9 If, pursuant to this contract with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.S(d) about a California resident ("Personal Information"), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Infonnation. CONSULTANT shall not use Personal Information for direct marketing purposes without City's express written consent. 27.10 All unchecked boxes do not apply to this agreement. 27 .11 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. 9 Professional Services Rev. April 27, 2016 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO UTILIWORKS CONSUL TING, LLC. City Manager or designee APPROVED AS TO FORM: City Attorney or designee Attachments: EXHIBIT "A": EXHIBIT "B": EXHIBIT "C": EXHIBIT "C-1 ": EXHIBIT "D": Officer.2 , Q.t'~ By:/(/~ Name: ()J LO I( eir-1 rf--/1 ) Title: 0 pf,· e_ -r r / (Yl ct 11 5c J-c ( \ ; SCOPE OF SERVICES SCHEDULE OF PERFORMANCE COMPENSATION SCHEDULE OF RATES INSURANCE REQUIREMENTS 10 Professional Services Rev. April 27, 2016 EXHIBIT "A" SCOPE OF SERVICES Phase I: Smart Grid Assessment & Strategic Technology Roadmap and Implementation Plan Purpose This Statement of Work (SOW) specifies in detail services UtiliWorks Consulting, LLC. ("Consultant" or "UtiliWorks") will provide the City of Palo Alto Utilities ("City" or "Palo Alto") related to Assessing the Merits of Smart Grid Investments and Developing a Strategic Technology Roadmap and Implementation Plan (Phase I Assessment). The services described in this Exhibit "A" are considered "Basic Services" under the Agreement. In conducting its work on Phase I, Consultant will demonstrate an understanding of the City's organization, processes, personnel and IT systems is essential when embarking on evaluating the merits of Smart Grid investments. Consultant will review the Prior City Assessments listed below, including the City's 2014 IT Systems Review and Future Needs Assessment (2014 Technology Assessment) in particular, which outlines various Information Technology (IT) and Operating Technology (OT) projects in process or contemplated as City priorities. Prior City Assessments Include: • Smart Grid Applications In Palo Alto: Findings and Recommendations -2012 • Palo Alto Utilities IT System Review & Findings -2014 • Palo Alto ERP and Utility Billing System Evaluation Findings and Recommendations-2015 • Developing System Specifications for ERP/CIS systems and Systems Selection-in progress • City's Overall IT Strategic Plan and Vision from the CIO's Office • Palo Alto GIS System Assessment Findings -2017 (Draft) • Procurement My Utilities Account Customer Engagement Tool & Mobile Platform - Status Update Relying both on the Prior City Assessments and Consultant's expertise and industry knowledge, to perform an updated assessment, the UtiliWorks team will determine which technologies are best suited for the City's unique environment and identify the associated business process changes that must occur to maximize the benefits of such technologies, including Advanced Metering Infrastructure (AMI) and Meter Data Management (MDM). Described below are additional details related to the specific tasks Consultant must undertake as part of Phase I. Phase I will inform the City on the decision to proceed (or not) with a Smart Grid implementation, and help chart the course for implementing other IT and OT projects in the next 5 to 10 years. 11 Professional Services Rev. April 27, 2016 FINAL PROJECT DELIVERABLES -Consultant will prepare for City: (1) Final Report -includes (a) Assessment Report; (b) Strategic Technology Roadmap; and (c) Implementation Plan; (2) AMI/MOM Business Case Model; and (3) Presentation of Final Report and AMI/MOM Business Case Information to Utilities Advisory Commission and Council with associated materials, as requested by City Consultant also agrees to up to three (3) on-site workshops (which may be combined in City discretion) for Phase I, and to conduct all necessary interviews and discussions to facilitate the development of Final Project Deliverables. Two (2) Executive Briefings with associated presentations for City Staff and Two (2) Interim Written Memoranda are also anticipated at the project progresses. The interim written memoranda will be incorporated into the Final Report. Specific Tasks related to the Final Deliverables associated with Phase I are outlined in more detail below: Task 1.0 -Initial Preparation Task 1.1 -State of the Industry& Technology Maturity of Palo Alto Remote Kickoff-2 hours Onsite workshop for Current State and State of the Industry -3 days (combined at City discretion with workshop for Task 1.2) Executive briefing on project status following workshop #1 Detailed Project Schedule Materials for Workshop, Post-workshop summaries Internal City presentation and associated materials City project team, Consultant Consultant project team City project team, Consultant Consultant project team City project team, Consultant Consultant project team Consultant will demonstrate a comprehensive understanding of both the engineering and economic aspects of AMI and other operating technologies identified in the City's 2014 Technology Assessment. Consultant's team will detail key concepts underlying the current state of the AM I and other OT industry and important design considerations when embarking on a new technology project. Consultant experts will also lead a discussion that will be informed by projects already undertaken or in the process of being implemented by the City. To establish a future vision for the strategic roadmap, UtiliWorks will consider external and internal drivers and utility industry trends. External drivers are the policies and regulations intended to protect the environment, including water and energy conservation, efficient use of resources, and reduction of the greenhouse gas emissions. Internal drivers include ensuring the reliability and security of our utility systems, maintaining low costs, managing aging infrastructure and increasing operational efficiency. Industry trends include advanced distribution automation, proliferation of distributed energy resources (photovoltaics, electric vehicles, energy storage, controllable customer appliances, etc.), need to provide time-of-use based customer retail rates, and increased informational and online service needs of utility 12 Professional Services Rev. April 27, 2016 customers. Consultant will align and facilitate workshop(s) that explore alignment of the City's IT /OT systems and current state operations. Note, this task (including the workshop) may be performed in conjunction with the Discovery work in Task 1.2 at City's discretion. Consultant will develop a readiness score in each technology area that is used to determine the educational content depth to be provided during the State of the Industry Executive Briefing. Consultant will also delve into the success stories of other utilities and outline how the City can avoid the pitfalls to methodically deploy a range of utility operating technologies. Consultant will provide the City with a comprehensive vendor overview along with explanations of how their products and system characteristics could impact the City's operations and customer base. Additional Notes RE: Deliverables & Task 1.1: • State of the Industry and Technology Maturity of Palo Alto Executive Briefing (including presentation (onsite) and supporting materials) should cover all technologies identified in in the 2014 assessment and new technologies. Discovery -business case and Response to Consultant current state data request City City project team from Consultant questions Discovery -review CPAU Written Memorandum -Consultant project Task 1.2 -documents, reports and data to be incorporated into Consultant Discovery Phase request input Final Report team Onsite workshop for discovery Materials for Workshop, Consultant exec. - 3 days (combined, at City Post-workshop Consultant team, City exec. discretion with workshop for Task 1.1) summaries team Consultant will complete a comprehensive discovery phase. This discovery phase will reveal the critical success factors and identify the gaps and shortcomings for the City and Consultant to address. The Consultant team will perform a deep dive into the details of the City's organization to develop the foundation for change and identify the underlying business reasons that are driving the effort. Consultant will review existing documentation and through a series of pre-set questions, interviews, and workshops using the following approach: • Goals and Objectives -The Consultant team will conduct workshops with executives, stakeholders and key personnel in order to establish a common understanding of the City's project goals, drivers, success factors, and risks. The Consultant will stimulate discussion around City goals and objectives that otherwise may have not been considered. Consultant will also work to identify potential project risks early on in the process so that these risks can be addresses and mitigated. • Data Collection/Current State-Consultant will provide the City with a comprehensive list of data and information requests that will feed into the cost/benefit analysis underlying the business case 13 Professional Services Rev. April 27, 2016 to be completed in Task 1.3. The Consultant team will examine the City's current business and operations processes, practices, and personnel to identify gaps and establish a baseline for assessing AMI readiness. The Consultant team will be equipped with a customized set of questions Consultant can use to collect this information through a series of onsite workshops with the City's respective subject matter experts. • IT System Gap Analysis and Planning-Consultant will assess the "as-is" systems/applications inventory across the City with a focus on those systems and applications that may/will be impacted by potential Smart Grid projects. In looking to the future, UtiliWorks will identify a number of technology drivers that are relevant to the City and their strategic roadmap. Consultant's evaluation will consider aspects of the utility that will be impacted by these drivers, including: Enterprise Service Bus, Data Communications (for metering and secured systems, such as SCADA), Application platforms, and Social Media. As part of this effort, UtiliWorks will review and assess the following aspects of each piece of technology set forth below: • Hardware/Software • Backup and Disaster Recovery • Security • Data Network Physical Diagram • Application and network monitoring capabilities • IT Support (skills/capabilities) • System interdependencies • Cost (one-time and recurring) As part of analyzing the technology being used at the City and looking to develop a 10-year roadmap, Consultant will perform the following tasks: • Complete a thorough assessment of the City's current IT systems, Smart Grid pilot projects and the input from the 2014 Utilities IT strategic initiatives report • Identify potential future requirements and needs • Identify technology recommendations based on market maturity and technology trends • Identify business process, staffing and skill needs to meet the City's objectives • Develop a high level roadmap for technology implementation, including prioritization of recommended technology projects and timeline As noted above, the City may in its discretion, work with Consultant to combine elements of Task 1.1 and Task 1.2. Additional Notes RE: Deliverables & Task 1.2: • Discovery workshops (onsite) 14 Professional Services Rev. April 27, 2016 • Consultant's written memorandum should identify key goals and objectives, and document Technology priorities that will go into Technology Strategic Roadmap and Implementation Plan (.pdf format) Task 1.3-Build AMl/MDM Business Case Model -minimum of 3 AMl/MDM model scenarios with sensitivity Consultant Consultant project Business Case (iterative with next step) analysis for each (Excel, team MS Project, etc.) Review AMl/MDM Business City project team, Case results City Comments City Consultant project team Incorporate feedback from Final version of Model Consultant Consultant Project City into Business Case Model Team Consultant will develop a business case for AMl/MDM. The cornerstone of the business case is the cost/benefit analysis of implementing AMI technology/system(s). Consultant's methodology will include detailed financial consideration, determination of the Net Present Value (NPV) of the project, payback period and operational impacts. Consultant's team will work with the City to identify the estimated costs and potential benefits of an AMl/MDM implementation, including impact of uncertainties in input assumption of results/recommendations. Consultant's analysis will leverage information provided by the City, as well as information and data gathered via UtiliWorks industry experience. In order to develop a reliable cost estimate for an AMl/MDM implementation, Consultant will leverage its comprehensive vendor technology pricing database and tailor the information for the City's potential deployment in the 2019-2020 time line. • Costs: Consultant will assess costs including: capital costs (e.g. system infrastructure including equipment, hardware, software, communications; installation; professional services, etc.) and ongoing operation & maintenance cost (e.g. system operator cost, licensing, internal staffing, public awareness campaign, etc.). The assessment will be undertaken from a societal and utility perspective, and based on an incremental cost/benefit basis. • Benefits: Consultant's benefits analysis will identify and quantify the value propositions that can be realized with the successful deployment of an AMI system. Consultant's evaluation will consider hard, quantitative benefits, including areas of potential operational savings, revenue enhancement, and recovery of product losses. Consultant's Model will put a numerical value to a given decision, but the Consultant analytics team will remain concerned with more than just the financial outcome in development of the model. Consultant will also examine how the financial projections and outcomes of the business case affect the day-to-day operations of the City and the impact on rates, fees, and charges. The Consultant team will analyze the interaction of people, processes, and procedures with finances and data to help the City maximize overall benefits. Consultant will work with the City to utilize systems and strategies previously identified in Tasks 1.1 and 1.2 in order to fully leverage AMI technology in the business case. Consultant's assessment will also identify additional technology investments the City may need to 15 Professional Services Rev. Apiil 27, 2016 leverage the base AMI infrastructure. Consultant will utilize its System Matter Experts (SMEs) to further develop various deployment scenarios. The results of the business case should help inform City and Consultant recommendations on whether the City should proceed with the deployment of AMI and other related OT identified in the assessment. Additional Notes RE: Deliverables & Task 1.3: • Palo Alto AMI/MOM Model should include assumptions and results of up to 3 scenarios for comparison, including sensitivity analysis to identify uncertainties and timeline for each scenario ilr•T° --~ -_,. .,,..-..... • •• 11:.1-I;#-····-~ . - Task 1.4-Operational Impacts and Materials for Workshop, City project team, - Operational Implementation Strategy Impacts Onsite workshop -2-3 days Post-workshop Consultant Consultant project onsite summaries team Executive briefing on project Internal City Consultant exec. status following workshop #2 Presentation and Consultant team, City exec. & Business Case associated Materials team Through the information gleaned from interviews and workshops in Task 1.1, 1.2 and development of the business case in 1.3, Consultant will work with the City to identify and analyze the key operational areas/functions that may be impacted by Smart Grid projects to minimize risks and eliminate any surprises in later stages of projects identified. These areas include, without limitation: • Human Resources -What staffing changes, if any, are necessary to support your project and ongoing operations? What are the skills and training needs? • Organizational Structure -Is the organization optimally structured to implement and then operationalize the technology for optimal use? • Policies -What, if any, policy changes are necessary to accommodate AMI implementation? • Business Process Re-Design -Which business processes will require change? • Information Processing -What new data or reports will require your attention? • Information Security-Will the new technology introduce new security risks or threats? Additional Notes RE: Deliverables & Task 1.4: • Operational impacts workshop with key stakeholders • A written memorandum identifying operational impact findings from stakeholder workshops 16 Professional Services Rev. April 27, 2016 17 Professional Services Rev. April 27, 2016 ,r ' I - ~~ Ir _,_ .-;,_ ---·am,,-~ -ffi.:1 --'· l •T•nrrii'j , ·. ... ··-·'1B' ·• •r: ltl..._"t. - Task 1.5 -Final Draft Initial Version of Final Report Report -to include (1} Assessment Report, (2) Consultant project Strategic Technology Draft Final Report Consultant Roadmap, and (3) team Implementation Plan (iterative with next step) Review Draft Initial Assessment Report and Smart Grid and Strategic Technology City Comments City City project team Roadmap & Implementation Plan and provide feedback and input Incorporate input from City Final Report Consultant Consultant Project and complete Final Report Team Presentation of Final Report to Presentation and City Team UAC, City project & team, Consultant the UAC Associated Materials Consultant exec. team Provide input after UAC City Comments City City PM presentation Incorporate any feedback, as necessary from UAC, Finalize Updated Final Report Consultant Consultant project recommendation and update team final report for Council City to review and provide Comments re: Updated Final sign-off on Updated Final City City PM Report Final Report Presentation and Council, UAC, City Associated Materials City Team project team, Presentation of Updated Final & Consultant exec. Report to Council Consultant team In accordance with the Schedule from Task 1.0, Consultant will compile output from Task 1.1-1.4 into a Final Report for City. The Final Report, in addition to the specific details identified later in this section will include the following: (a) Assessment Report; (b) Strategic Technology Roadmap (big picture timelines and estimated budgets); and (c) Implementation Plan (additional details related to the Strategic Technology Roadmap); Consultant will collaborate with the City to develop the recommended Final Report as noted in this Exhibit "A". Key implementation planning for the Strategic Technology Roadmap will involve developing a high-level schedule, budget and sequencing. Overall, Consultant's technology implementation methodology should include stage gates that divide the project work into specific phases, with measurable outcomes that build from the previous phase . 18 Professional Services Rev. April 27, 2016 As part of this task, Consultant will develop the proposed project schedule based on the results/conclusions of the resulting business cases and affiliated recommendations. This schedule will outline the major milestones underlying the procurement and implementation phases. Consultant will also advise on how best to structure the City's project team to support the procurement and implementation phases along with ongoing support once the projects are completed, including AMI/smart grid projects. Additional Notes RE: Deliverables and Task 1.5: • The Final Report should incorporate outputs form Tasks 1.1 -1.4 (.pdf format). The Final Report would include the following sections at a minimum: o Executive Summary o Technology Overview o Organizational Goals and Objectives o Assessment Report o Strategic Technology Roadmap (higher level discussion of timelines and estimated budgets) o Additional details related to Sequencing, Timelines, Resources needed as part of the Implementation Plan o Organizational capacity and structure required to operationalize implementation plans o Summary/Recommendations o Note: the document form/outline will be subject to review and comments by the City. • A final version of the AMI/MOM Business Case Models, Including Assumptions for business case and Implementation Timelines is a Final Deliverable in addition to the Final Report (MS Excel, MS Project, etc.) • City also contemplates Consultant delivering Presentations on Final Report and Business Case to UAC and Council as part of this Task (on site, PowerPoint) ---------·~ !.~ ...... •r._illii;-l ... •J II ·~,.,. ~-. I i'lr:J Task 1.6-Project Project Budget and Management Schedule Tracking as Consultant Consultant PM, Project Management Requested by City; PM City PM Meeting Facilitation and Notes Consultant will provide structured project management to ensure that all project components are executed in a timely, organized fashion and completed to the project definition and expectations. As communication is a critical success factor, the Consultant Project Manager will work to make sure that all designated team members are aware of project status and issues. During Phase I, project management activities will include: • Develop and maintain the overall project schedule • Work with all project participants to monitor progress and adjust the work plan as needed to stay on schedule • Facilitate regular project progress and other meetings • Track project budgets 19 Professional Services Rev. April 27, 2016 20 Professional Services Rev. April 27, 2016 FINAL PROJECT DELIVERABLES -Consultant will prepare for City: (1) Final Report -includes (a) Assessment Report; (b) Strategic Technology Roadmap; and (c) Implementation Plan; {2) AMl/MDM Business Case Model; and {3) Presentation of Final Report and AMl/MDM Business Case Information to Utilities Advisory Commission and Council with associated materials, as requested by City Consultant also agrees to up to three (3) on-site workshops {which may be combined in City discretion) for Phase I, and to conduct all necessary interviews and discussions to facilitate the development of Final Project Deliverables. Two (2) Executive Briefings wit h associated presentations fo r City Staff and Two (2) Interim Written Memoranda are also anticipated at the project progresses. The i1nterim written memoranda will be incorporated into the Final Report. Initial Preparation Remote Kickoff-2 hours Detailed Project Schedule lffimi'I --.-111 l• ic_1n_•.t~ I Ir.. I Task 1.1-State of the Onsite workshop for Current State Industry& Technology and State of the Industry - 3 days Materials for Workshop, Post- Maturity of Palo Alto (combined at City discretion with workshop summaries workshop for Task 1.2} Executive briefing on project status Internal City presentation and following workshop #1 associated materials ~ ~ -"" Task 1.2 -Discovery Discovery-business case and current Response to Consultant Phase state data request from Consultant questions Discovery-review CPAU documents, Written Memorandum -to be reports and data request input incorporated into Final Report Onsite workshop for discovery - 3 Materials for Workshop, Post-days (combined, at City discretion wlth workshop for Task 1.1) workshop summaries ~ ... , ~~ Model -minimum of 3 Task 1.3 -AMl/MDM Bu ild AMI/MOM Business Case model scenarios with sensitivity Business Case (iterative with next step) analysis for each (Excel, MS Project, etc.) Review AMl/MDM Business Case results City Comments Incorporate feedback from City into Final version of Model Business Case Model 21 Consultant [anJ Consultant Consultant ~ City Consultant Consultant ~ Consultant City Consultant City project team, Consultant project team ~~:~'.lilll~t City project team, Consultant project team City project team, Consultant project team [· --1•1• tr::1Hl:t City project team Consultant project team Consultant exec. team, City exec. team B.1;;;-., •. Consultant project team City project team, Consultant project team Consultant Project Team Professional Services Rev. April 27, 2016 Task 1.4 -Operational Impacts Task 1.5 -Final Report Task 1.6 -Project Management Operational Impacts and Implementation Strategy Onsite workshop -2-3 days onsite Executive briefing on project status following workshop #2 & Business Case ~ Draft lnltial Version of Flna l Report- to include (1) Assessment Report, (2) St rategic Technology Roadmap, and (3) Implementation Pla n (iterative with next step) Review Draft Initial Assessment Report and Smart Grid and Strategic Technology Roadmap & Implementation Plan and provide feedback and input Incorporate input from City and complete Final Report Presentation of Final Report to the UAC Provide input after UAC presentation Incorporate any feedback, as necessary from UAC, Finalize recommendation and update final report for Council City to review and provide Final sign- off on Updated Final Report Presentation of Updated Final Report to Council Project Management 11 Materials for Workshop, Post- workshop summaries Internal City Presentation and associated Materials -llJ:.l11•J: .. .1o1•, •lf!ll Draft Final Report City Comments Final Report Presentation and Associated Materials City Comments Updated Final Report Comments re: Updated Final Report Presentation and Associated Materials Project Budget and Schedule Tracking as Requested by City; Meeting Facilitation and Notes 22 I Consultant Consultant ll'!F.f.J Consultant City Consultant City team & Consultant City Consultant City City team & Consultant Consultant PM City project team, Consultant project team Consultant exec. team, City exec. team t::r.1ur~1•r. ·~· Consultant project team City project team Consu ltant Project Team UAC, City project team, Consultant exec. team City PM Consultant project team City PM Council, UAC, City project team, Consultant exec. team Consultant PM, City PM Professional Services Rev. April 27, 2016 23 Professional Services Rev. April 27, 2016 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 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. Phase I -Timeline -In Calendar Days after Palo Alto Issues Notice to Proceed NTP -Mid May (T) Initial Preparation Remote Kickoff-2 hours Task 1.1 -State of the Industry& Technology Maturity of Palo Alto Task 1.2 - Discovery Phase I-; ---- ·-.• # Onsite workshop for Current State and State of the Industry I -3 days {combined at City I discretion with workshop for Task 1.2) Executive briefing on project status following workshop #1 J:'d:~ rl'a'Tl I Discovery-business case and current state data request I from Consultant 1 Discovery-review CPAU documents, reports and data request input Onsite workshop for discovery - 3 days (combined, at City discretion with workshop for Task 1.1) Build AMI/MOM Business Case model 24 iit1'l-f11T'1°r.f. {f;l Materials for Workshop, Post-workshop summaries Internal City presentation and associated materials (i].~ . .::ir:.:1 Response to Consultant questions Written Memorandum - to be incorporated into Final Report Materials for Workshop, Post-workshop summaries Model -minimum of 3 scenarios with sensitivity C"':i~"El:-m-ra T+75 T+75 ~~;~,!..l;..f'r::. T+60 T+75 T+75 T+lOO Professional Services Rev. April 27, 2016 I (iterative with next step) Task 1.3-I AMl/MDM Review AMl/MDM Business Case results Business Case Incorporate 'feedback from City into Business Case Model Operational Impacts and Implementation Strategy Task 1.4-Onsite workshop -2-3 days Operational on site Impacts Executive briefing on project status following workshop #2 & Business Case n~ ... Task 1.5 -Final l Draft Initial Version of Final Report Report -to include (1) Assessment Report, (2) Strategic Technology Roadmap, and (3) Implementation Plan (iterative with next step) Review Draft Initial Assessment Report and Smart Grid and Strategic Technology Roadmap & Implementation Plan and provide feedback and input Incorporate input from City and complete Final Report Presentation of Final Report to the UAC Provide input after UAC presentation Incorporate any feedback, as necessary from UAC, Finalize recommendation and update final report for Council City to review and provide Final sign-off on Updated Final Report 1 Presentation of Updated Final I Report to Council 25 analysis for each (Excel, MS Project, etc.) City Comments Final version of Model Materials for Workshop, Post-workshop summaries Internal City Presentation and associated Materials -::..or:•ll~ It . Draft Final Report City Comments Final Report Presentation and Associated Materials City Comments Updated Final Report Comments re: Updated Final Report Presentation and Associated Materials T+130 T+lSO T+180 T+180 ~.ma I T+200 T+230 I (initial) ' I T+260 T+280 T+300 T+310 I I T+320 I T+330 T+350 Professional Services Rev. Aptil27,2016 Task 1.6 -Project Management Project Management 26 Project Budget and Schedule Tracking as Requested by City; Meeting Facilitation and Notes Ongoing Professional Services Rev. Apdl 27, 2016 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, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as exhibit C-1 up to the not to exceed the amounts for each task set forth below. CONSULT ANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY's Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement. Schedule of Cost and Payments CONSULTANT will invoice the City monthly for the services in this SOW based on percent complete of the deliverables assigned to each task, in no less 25% increments. Such invoices should also identify any eligible Reimbursable Expenses, at cost. BUDGET SCHEDULE Task 1.2 -Discover Phase Task 1.3 -AMI/MDM Business Case Task 1.4 -0 erational Im acts Task 1.5 -Draft of Final R ort Task 1.5 -Present Final Re ort to UAC Task 1.5 -U date Final Re ort Followin UAC Task 1.5 -Present U dated Final R ort to Council Task 1.6 -Pro·ect Mana ement Travel Phase 1 NTE Phase I Total NTE 27 NOT TO EXCEED AMOUNT of Palo Alto $15,152 $23,602 $22,635 $6,984 $23,984 $7,576 $7,576 $7,576 $17,765 $26,000 $158 850 Professional Services Rev. April 27, 2016 Sub-total Basic Services $158,850.00 Total Basic Services and Reimbursable expenses $158,850.00 Additional Services (Not to Exceed) $15,885.00 Maximum Total Compensation $174,735.00 REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto's policy for reimbursement of travel and meal expenses for City of Palo Alto employees. B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $100.00 shall be approved in advance by the CITY's project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY's project manager's request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT's proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C-1. 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 28 Professional Services Rev. April 27, 2016 Title Managing Director Principal Project Manager Associate Analyst Administrative EXHIBIT "C-1" HOURLY RATE SCHEDULE Hourly Billing Rates by Position with Escalation CY 2017 $285 $250 $215 $185 $155 $110 29 CY 2018 $292 $256 $220 $190 $159 $113 Professional Services Rev. April 27, 2016 The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence) $DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe underDESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INS025 (201401) 2/28/2017 The Juban Insurance Group LLC 4319 Bluebonnet Blvd Baton Rouge LA 70809 Brenda Caruso (225)291-0405 (225)291-0420 bcaruso@jubaninsurance.com Utiliworks Consulting, LLC; Utiliworks, LLC 2351 Energy Drive Ste. 1010 Baton Rouge LA 70808 Certain Und @ Lloyds of London Travelers Indemity Co of CT 25682 16-17/2 A X X X PSF03202477 8/6/2016 8/6/2017 2,000,000 250,000 5,000 2,000,000 4,000,000 2,000,000 Employee Benefits 2,000,000 A X X PSF03202477 8/6/2016 8/6/2017 1,000,000 B N XOUB4147T90-5-16 10/1/2016 10/1/2017 X 1,000,000 1,000,000 1,000,000 A Professional Liability PSF03202477 8/6/2016 8/6/2017 Each & Every Claim 1,000,000 Errors & Ommissions (Includes cost & expense)Aggregate 2,000,000 Cyber/Technology Liability $2,000,000 Each Claim $2,000,000 Aggregate. Applicable to Certificate Holder: Blanket Additional Insured, Primary Non-Contributory basis, 30 days notice of cancellation (10 days for non-payment) and Wavier of Subrogation included in the General Liability General Condition wording, if required by written contract. Blanket Waiver of Subrogation in favor of certificate holder when required by written agreement with respects to Workers Compensation. Dave Peek/BRENDA EXHIBIT D - PROOF OF INSURANCE The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence) $DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe underDESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INS025 (201401) 4/12/2016 The Juban Insurance Group LLC 4319 Bluebonnet Blvd Baton Rouge LA 70809 Brenda Caruso (225)291-0405 (225)291-0420 bcaruso@jubaninsurance.com Utiliworks Consulting, LLC; Utiliworks, LLC 2351 Energy Drive, Suite 1010 Baton Rouge LA 70808 Certain Und @ Lloyds of London AA112200 Travelers Indemity Co of CT 25682 15-16 MASTER WC A X X X PSE02140995 8/6/2015 8/6/2016 2,000,000 250,000 5,000 2,000,000 2,000,000 Employee Benefits 1,000,000 A X X PSE02140995 8/6/2015 8/6/2016 1,000,000 B N XEUB4147T90-5-15 10/1/2015 10/1/2016 X 1,000,000 1,000,000 1,000,000 A Professional Liability PSE02140995 8/6/2015 8/6/2016 Occurence 1,000,000 Errors & Ommissions Agrregate 2,000,000 Applicable to Certificate Holder: Blanket Additional insured, primary non-contriburtory basis, 30 days notice of cancellation (10 days for non payment) and Waiver of Subrogation is included in the General Liability General Condition wording, if required by written contract. Blanket Waiver of Subrogation in favor of certificate holers when required by written agreement with respects to workers compensation. Dave Peek/BRENDA City of Palo Alto, It's Council Members Officers, Agents & Employees 250 Hamilton Avenue Palo Alto, CA 94301 maintained uninterrupted insurance of the same type with ussince the expiry of that earlier Policy, then, notwithstanding EXCLUSION 12, we will permit the matter to be reported under this Policy and will indemnify you, provided that: a) the indemnity will be subject to the applicable aggregate limit of liability or limit of liability of the earlier Policy under which the matter should have been reported or the aggregate limit of liability or limit of liability of the current Policy, whichever is the lower; b)we may reduce the indemnity entitlement by the monetary equivalent of any prejudice which has been suffered as a result of the delayed notification; c) the indemnity will be subject in addition, to all of the terms, CONDITIONS, DEFINITIONS and EXCLUSIONS, other than the aggregate limit of liability or limit of liability, contained in this current Policy. 3.Fraudulent claims If you notify us of any claim knowing that claim to be false or fraudulent in any way, we shall have no responsibility to pay that claim or any other claims under this insurance and the Policy will be treated as if it had not been effected. 4.Agreement to pay claims We have the right and duty to take control of and conduct in your name the investigation settlement or defence of any claim. We shall also pay on your behalf costs and expenses incurred with our prior written consent (subject to the Limits of Liability and applicable Deductible shown in the Declarations) provided that we shall not a) pay for the costs and expenses of any part of a claim that is not covered by this Policy. b) incur any costs and expenses in the defence of any claim unless there is a reasonable prospect of success, taking into account the commercial considerations of the costs of defence. We shall always endeavour to settle any claim through negotiation, mediation or some other form of alternative dispute resolution and shall pay on your behalf the amount so agreed by us and the claimant. If we cannot settle by such means, we shall pay the amount which you are found liable to pay either in court or through arbitration proceedings, subject always to the Limit of Liability shown in the Declarations. If you refuse to consent to a settlement that we recommend and that the claimant will accept, you must then defend, investigate or settle the claim at your own expense. As a consequence of your refusal, our liability for any claim shall not be more than the amount that we could have settled the claim for had you consented, plus any costs and expenses incurred prior to the date of such refusal. 5.Innocent non-disclosure We will not seek to avoid the Policy or reject any claim on the grounds of non-disclosure or misrepresentation except where the non-disclosure or misrepresentation was reckless or fraudulent or you failed to conduct a full inquiry prior to providing the information that forms the basis of this insurance. In the event that we seek to avoid the Policy or reject any claim on this basis the burden of proving otherwise rests solely with you. 6.Your duty to advise us of changes If you become aware that any of the information that you have given us in the Application Form or elsewhere in connection with your application for this insurance has materially changed then you must advise us as soon as is practicable. In this event, we reserve the right to amend the terms, conditions or premium of the Policy. 7.Risk management conditions If we attach any additional conditions to your Policy regarding any risk survey or risk management timetable or any other similar conditions then it is your responsibility to ensure that these conditions are complied with by the deadlines shown in the conditions. 8.Our rights of recovery If any payment is made under this Policy in respect of a claim, loss or damage and there is available to us any of your rights of recovery against any other party then we maintain all such rights of recovery. We shall not exercise these rights against any past, present or future employee, director, officer or partner of the company named as the Insured in the Declarations or any subsidiary, unless such payment is in respect of any wilful, malicious or dishonest acts or omissions. You must do nothing to impair any rights of recovery. At our request you will bring proceedings or transfer those rights to us and help us to enforce them. Any recoveries shall be applied as follows: a) first, to us up to the amount of our payment on your behalf including costs and expenses; b) then to you as recovery of your Deductible or other amounts paid as compensation or costs and expenses. 9.Waiver of subrogation Notwithstanding CONDITION 8above we agree to waive our rights of subrogation against a responsible third party client of yours but only if you and your client have entered into a contract that contains a provision requiring us to do this. 10.Cancellation This Policy may be cancelled: a) by you at any time on request; or b) by us if we give you 30 days written notice, or c) by usif we give you 15 days written notice, should any amount in default not be paid within 15 days of the due date shown in the Debit Note that accompanies this Policy. If you give us notice of cancellation in accordance with a) above, the earned Premium shall be computed at pro rata to the number of days that the Policy is in effect subject to a minimum amount of 30% of the Premium. If we give you notice of cancellation in accordance with b) or c) above, the Premium shall be computed at pro rata to the number of days that the Policy is in effect. The Policy Administration Fee shall be deemed fully earned upon inception of the Policy. 11.Additional insureds We shall indemnify any third party as an additional Insured under this Policy, but only in respect of sums which they become legally obliged to pay (including liability for claimants’ costs and expenses) as a result of a claim arising solely out of a wrongful act committed by you or arising solely out of accidental injury or damage caused by you, provided that: a)youcontracted in writing to indemnify the third partyfor such a claim prior to it rst being made against them; and b) had the claim been made against you, then you would be entitled to indemnity under this Policy. Where we indemnify a third party as an additional insured under this Policy, this Policy shall be primary and non-contributory to the third party’s own insurance, but only if you and the third party have entered into a contract that contains a provision requiring this. 11 CFC Underwriting Ltd are Authorised and Regulated by the Financial $POEVDU Authority ©1999-2014 CFC Underwriting Ltd, All Rights Reserved CFC PRO US V2.5 PRO