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HomeMy WebLinkAbout2002-07-08 City CouncilCity of Palo Alto City Manager’s Report TO:HONORABLE CITY COUNCIL 7 FROM:CITY MANAGER DEPARTMENT: UTILITIES DATE:JULY 8, 2002 CMR:284:02 SUBJECT:APPROVAL OF AMENDMENT NUMBER 2 TO CONTRACT °NUMBER C2138656 TO INCREASE THE CONTRACT AMOUNT WITH FLYNN AND ASSOCIATES FOR ELECTRIC REGULATORY AND TECHNICAL ASSISTANCE BY $75,000 FOR FISCAL YEAR 2002-03 AND APPROVAL OF AGREEMENT WITH THE CITY OF ALAMEDA DOING BUSINESS AS POWER AND TELECOM FOR REIMBURSEMENT OF COSTS IN FISCAL YEAR 2001-02 AND FISCAL YEAR 2002-03 RECOMMENDATION Staff recommends that Council authorize the Mayor to: (1) (2) Execute Amendment No. 2 to contract No. C2138656 with Flynn and Associates forrelated, additional but unforeseen assistance in electric regulatory and teclmical issues by $75,000 in FY 02-03; and Execute An Agreement with the City of Alameda (Agreement) that allows for the reimbursement of $75,000 for work done under the Flynn contract for work in FY 01-02 and up to $75,000 for work to be done under the Flynn contract in FY 02- 03. BACKGROUND On April 16, 2001, a request for proposals (RFP) was sent to eighteen consulting firms known to offer expertise in regulatory and other technical areas. The RFP was seeking assistance to the City in three major areas: electric, legislative and regulatory; gas legislative and regulatory; and mar, ket assessment. Five firms responded to the RFP with written proposals and the City’s selection panel interviewed four firms. Three firms were CMR:284:02 Page 1 of 4 selected to deliver the desired services. To assist in gas legislative and regulatory issues, Navigant Consulting Inc. and Interstate-Gas Services, Inc. were retained. Flynn & Associates and Navigant Consulting were selected to provide services related to electric regulation and technical areas. The City retained Flynn & Associates as the prime consultant to assist staff in the .electric regulatory and technical area. The City signed a contract with Flynn & Associates (CMR:320:01) for a total contract amount of $430,000 ($150,000 in FY 01-02, $150,000 in FY 2002-03, and $130,000 in FY 2003-04). Specifically, Flynn & Associates was hired to provide the services in the following task areas: ¯Task 1 - Monitor and analyze California Independent System Operator (CAISO), Federal Energy Regulatory Commission, California Energy Commission, and Pacific Gas and Electric grid planning proceedings and, based on discussion with staff, represent the City’s interest in these proceedings; ¯Task 2 - Assist City regulatory staff to develop strategies and positions to deal with critical issues related to these proceedings; ¯Task 3 - Assist City in its effort to improve.reliability in the Greater. Bay Area by joining with other municipal utilities, if feasible, and advocating the need for higher transmission planning standards and building of additional transmission facilities; ¯Task 4 -.Assist City in developing long-term solutions for its transmission,needs especially needed after the existing interconnection agreements (IA) expire (this would include any unforeseen regulatory proceedings(s) that may affect the City); and ¯Task 5 - Provide the City with miscellaneous electric regulatory consulting services. . Flynn & Associates satisfactorily provided the contracted services throughout 2001, but additional support was required to. respond to changes and risks that the City was exposed to. The dynamic regulatory environment necessitated that Palo Alto protect its interest and seek coordination and cooperation with other similarly situated entities, such as the Northern California Power Agency (NCPA), Silicon Valley Power, and the Cities of Alameda and San Francisco. Additional regulatory issues in the areas of transmission reliability into the Bay Area and cost increases related to future electric market structure designs exposed the City to great risk. The statewide structural problems that led to extremely high market prices in 2000 and 2001 persist amid a lack of coherent state or national energy policy. Additional support from Flynn & Associates under Tasks 1 and 2 was sought to monitor, analyze, coordinate and intervene in additional issues and areas. At the same time, the California Public Utilities Commission began to be interested in ensuring adequate transmission in the state, creating an opportunity to increase the City’s CMR:284:02 Page 2 of 4 ability to influence those decisions. These activities increased the need for support from Flyrm & Associates under Tasks 3 and 4. On March 18, 2002 the City amended the agreement with Flynn & Associates (CMR: 177:02) and increased the contract amount by $150,000, of which $75,000 was to be utilized in FY 2001-02 and $75,000 was to be utilized in FY 2002-03. DISCUSSION Since 2001,. the City has faced an increased level of regulatory challenges related to providing low-cost and reliable electric services to its customers. These include working with NCPA to find a replacement to the IA, and the California Independent System Operator’s Market Design 2002 proposal, which may expose the City to high local congestion costs. Therefore, the City needs additional resources to monitor the various proceedings affecting its electric utility business. At the same time, the City realizes that there are many areas of common concern with other entities. Therefore, some of the work being performed under this contract also benefits the City of Alameda. Staff has negotiated an agreement with Alameda (Attachment B) to allow for reimbursement of the increase in contract costs being requested in this CMR. RESOURCE IMPACT Additional funds of $75,000 needed for this recommended increase will be absorbed within the Electric Fund operating budget. These funds and up to an additional $75,000 will be reimbursed through the agreement with Alameda. The net resource impact is therefore net revenue of $75,000 beyond the budgeted costs of the Flynn contract. POLICY IMPLICATIONS This recommendation is consistent with the Council approved Utilities Strategic Plan. Specifically, this recommendation supports Strategy 2; Prepare a supply cost advantage compared to the market price. Key tactics to support Strategy 2 are to "Investigate partnerships, alternative sources and projects to secure low-cost, reliable transmission for commodity supplies" and "To manage exposure to energy commodity price risk." CMR:284:02 Page 3 of 4 ENVIRONMENTAL REVIEW These services do not constitute a project for the purposes of the California Environmental Quality Act. ATTACHMENTS A:CMR:177:02 (with its attachments: A: Flynn & Associates Contract No. C2138656; and B: Amendment No. One to Contract No. C2138656) B:Agreement between City of Palo Alto and the City of Alameda C:Amendment No. Two to Contract No. C2138656 PREPARED BY: alachandran Assistant Director, Resource Management DEPARTMENT HEAD: CITY MANAGER APPROVAL: of Utilities FRANK BENEST City Manager CMR:284:02 Page 4 of 4 TO:HONORABLE CITY COUNCIL FROM:CITY MANAGER DEPARTMENT: UTILITIES DATE: SUBJECT: MARCH 18, 2002 CMR: 177:02 APPROVAL OF AN AMENDMENT TO INCREASE THE CONTRACT AMOUNT WITH FLYNN AND ASSOCIATES FOR ELECTRIC REGULATORY AND TECHNICAL ASSISTANCE FOR $75,000 FOR FISCAL YEAR 2001-02 AND FOR $75,000 FOR FISCAL YEAR 2002-03 REPORT IN BRIEF RECOMMENDATION Staff recommends that Council authorize the Mayor to execute an amendment to the contract with the above consultant for related, additional but unforeseen work by $75,000 in FY 01-02 and by $75,000 ir~ FY 02-03. BACKGROUND In 2001, following a competitive selection process in which a request for proposal (RFP) was sent to eighteen .consulting fLrms known to offer relevant services, five In-ms submitted written proposals, and four firms were invited for oral interviews before a City selection committee, the City retained Flynn & Associates as the prime consultant to assist staff in the electric regulatory and technical area. The City signed a contract with Flyrm: &Associates for a total contract amount of $430,000; $150,000 inFY 01-02, $150,000 in FY 02-03, and $130,000 in FY 03-04 (CMR: 320:01). Flyrm & Associates is providing assistance to the City in the areas of monitoring and analyzing regulatory proceedings (Task 1), developing strategies and positions to deal with critical issues (Task 2), improving reliability in the greater Bay Area (Task 3), and developing long- term solutions for City’s transmission needs (Task 4). The.tasks are described in Exhibit A to the contract with the City. CMR:177:02 Page 1 of 4 DISCUSSION Additional regulatory issues in the areas of transmission reliability into the Bay Area and cost increases related to future electric market structure designs, expose the City to greater risk. In spite of lower market prices after flae unprecedented high prices in 2000 and 2001, the fundamental structural problems that led to these high prices have n~ot been fLxed. Unfortunately, a lack of coherent state or nationaLenergy policy, combined with a. plethora of new organizations with vague and/or overlapping regulatory resp.onsibilities has resulted in staff having to monitor, analyze, coordinate and intervene in additional issues and areas. This will involve additional need of support from Flynn & Associates under Tasks 1 and 2. The California Public Utility Commission (CPUC), authorized by the California State legislature in AB 970, is showing increased interest in ensuring adequate transmission in California. This has created an opportunity to substantially increase the City’s ability to influence the outcome of decisions, at the CPUC, which affect the adequacy of transmission to Palo Alto. This includes the Path 15 Upgrade and other transmission projects to be built by PG&E to provide additional transmission capacity into the greater Bay Area and to the City. The City has been also .meeting with PG&E over several months to study the benefits of additional transmission into the Bay Area to increase service reliability for Palo Alto’s customers. These activities have increased the need for support from Flynn.& Associates under Tasks 3 and 4. The City is facing anincreased level of regulatory challenges related to providing low- cost and reliable electric transmission service. These include PG&E’s termination of the NCPA Interconnection Agreement (IA), with Palo Alto as a party, on March 31, 2002, and the California ISO’s Market design 2002 proposal for market power mitigation and congestion management. ., The latter is a proposal by the ISO to fix the fundamental structural problems in the ISO electricity markets that led to the high electricity prices in 2000 and 2001. If the ISO Market design 2002 proposal is implemented, it may expose the City to high local congestion costs. In this dynamic regulatory environment, Palo Alto will protect its interests, particularly through increased coordination with other entities with similar interests, such as NCPA, Silicon Valley Power, City of Alameda, andthe City and County of San Francisco. Flyrm & Associates is developing a coalition of such parties to advocate the need for protection from high congestion management charges implied by the ISO Market des!gn 2002. It will also support the staff in negotiation sessions between the NCPA and the ISO on a proposed Vertically Integrated Utility (VIU) tariff. The VIU tariff, if implemented, would reduce the costs ofusinglSO transmission service after the termination of the NCPA IA. CMR:177:02 Page 2 of 4 These regulatory consulting services constitute additional but unforeseen work. Additional resources ($75,000 in FY01-02 and $75,000 in FY 02-03) are needed to perform additional work in Tasks 1-4. RESOURCE IMPACT Additional funds of $150,000 needed for this recommended increase will be absorbed within the Electric Fund operating budget and staff will include the second year in the FY 02-03 budget proposal.. POLICY IMPLICATIONS This recommendation is consistent with the Council approved Utilities Strategic Plan. Specifically, this recommendation supports Strategy 2 - Prepare a supply cost advantage compared to the market price. Key tactics to support Strategy 2 are to "Investigate partnerships, alternative sources and projects to secure low-cost, reliable transmission for commodity supplies" and "To manage exposure to energy commodity price risk." ENVIRONMENTAL REVIEW These services do not constitute Environmental Quality Act. a project for the purposes of the California ATTACHMENTS .// A:Flyrm & Associates Contract B:Amendment No. One to Contract No. C2138656 PREPARED BY: Shishir Mukherjee R~source Planner DEPARTMENT HEAD: CMR: 177:02 of Utilities Page 3 of 4 CITY MANAGER APPROVAL: EMILY HARRISON Assistant City Manager CMR: 177:02 Page 4 of 4 ATTACHMENT A FOR CONSULTING .SERVICES !~3n/~.This Contract No’ C~/3~ is entered into ~1 ~-/ v / i~i.,.~ by and’ between the CITY OF PALO ALTO, a c~rt~red city and a-o municipal corporation of the S~ate of ¯ California - (’~CITY") ,. and FLYNN & ASSOCIATES, . a sole proprietors.hip, located a~ 4200 Driftwood Pla’ce, Discovery Bay, CA 945.14-9267 (’~CONSULTANT") .. -. RECXTALS : WHEREAS, CITY ¯desires certain professional consulting services (~Services").. and the preparation and. delige.ry ¯ of, @ithout ¯ lim~ta~ion, one or more sets of doctusents, drawings, . . maps,. .. .pl:ans,. .designs ~ . data, ¯ calculations, surv4ys, specifications~ Sche:dules or. other writings ("Deliverables") (Set.vices and Deliver~’bles ~re, collec~i~ely,. the "Pr0jeCt~) , ¯ as more f~lly described in .Exhibit "A"; and ’ -WHEREAS,.. CITY desires tO engage CONSULTANT" including it~ employees, if any, in providing the. Services-:by reason of its qualifications, and .experience in pe.rformlng, t-.he-.S~rvices~ and .CONSULTANT has offered to ~omplete..the Project on the terms and in t.he manner set,/forth herein; ...... -NOW, THERE/FORE, in’" consideration of the covenants, ~erms, condit, ions, and provisions of thisContract, the .parties .agree : .. SECTION I~ "TERM I.i .This .Contract will on~nence on the date of its execution by CITY,. and will terminate Hpon the completion o¯f the Project, unless .thi~ Contract is .earlier.terminated by CITY.. Upon the receipt, of CITY’s notice to proceed, .CONSULTANT will commence work en the: initial and subse.qbent Project .tasks in a’cordance with the time schedule set forth in Exhibit "A". Time is of theessence of this Contract. In the even~, that the Project is not completed within the time required ’through any ¯ fault of CONSULTANT, CItY’s city manager will have the.opt!on, of extending the time schedule for any period of time. This provision will not preclude the recovery of damages for delay¯ ¯ caused.by CONSULTANT. -. SECTION 2.ScoPE OF PROJE.CT; "CHANGES ~ CORRECTIONS 2.1 The scope,of Services¯and Deliverables constituting the Pro¯ject will ¯b@¯ performed, delivered or .exetuted by CONSULTANT .under the phases of the Basic Services as described.below. 2.2 CITY may order substantial changes in the¯scope Or cha;acter of the Basic Services, ¯ the ~Deliverablos, .or the Project., ei%~"" decreasing or i~creasing the amount of work required of CONSULTANT. In the event, that such change@ are ordered, subject to .the appr0valof CITY’s City. C~uncil~ as may be required,’ CONSULTANT will be entitled to full ~ompensation .for"all work performed prior to CONSULTANT’s. receipt¯ of .th6 notice of change ~nd further will be-entitled-to an extension of the iime schedule. Any increase in compensation for substantial changes will be determined in acgordance.with theprovisions o~ this Contract.¯ CITY will .not-be liable for the cost or payment of " any change .in work, unless the’ amount~ of additional compensation¯attributable to the change in;work isagreed to, in writing, by CITY before CONSULTANT. conunences the performance of any such change’.in work. . 2.3 Where the Project entails . the drafting and s~bmission. of Deli~erables, f6r example, construction.’ plans, drawings, and speclfications, any. and all errors, omissions, or’- ambiguities in....the Deliverables, which are discovered by CITY before invitations-to.bid on a constrdction p~oject’ (for which the Deliverables ar’~;equired).are distributed by CITY, will be c0r~ected by CONSUlTAnT at no cost to-CITY, provided CITY .gives n6tice to CONSULTANt/ ¯2.4 Any.andall errors, omissions~ or"am~..iguities in the ’Deliverables, which are discovered by CITY after the construction contract; is awarded ’:by.CITY," will be performed, by .CONSULTANT,-as follows: .(a) atno cos.t.to CITY insofar as those Services,. including the Basic ¯Services or. the Additional ¯ Services,¯ as described¯below, ~r both,, will result in..minor, or n0nbeheficial. Changes in .the construction .work required of the c0nstruct.ion contraetor; or °(b) at ~ITY’s. cost insofar as those ~rvices, including ’the Basic ServiCes or the .Additional Services,. or both, wili add a direct andsubstantial benefit to the construction-work required of the construction contractor. The :project manager in the reasonable exercise of his .or her disbretion will determine whether the Basic sergices or the Additional Services, .or both,- will contribut’e minor or substantial benefit to.the construction work~. SECTION 3. CONSULTANT . QUALIFICATIONS~. STATUS,AND DUTIES O~ 3.1 CONSULTANT represents and ~arrants that ~it. has .£he . expertise~ and professional qualifications to furnish or cause to be furnished the Services and Deliverables. CONSULTANT further repzesents and warrants--that-the project director ahd every¯ .individual, includiqg any consultant (or. contractors), charged, with the .perf6rmance of. the Services are duly licensed or cer.tified"’bi the State of. California, -to the extent such licensing.ot".certification is required by law to perform the Services, and that the Projectwill be executed by .them.or under their supervision.. CONSULTANT will furnish to CIT~- for approval, prior to execution of this Contract, a list Of all individuals and the names of. their, employers.or principal.s ’to be employed as:consultants. " ¯ 3.2. In reliance on. the representatiohs and.warranties- .set. forth.in this .Cpntract~ CITY hires CONSULTANT ~to execute, and ’CONSULTANT :covenantsI and agrees that it will execute-ot cause tobe-executed, the Project. 3..3 GONSULT.ANT will assign Barry Flynn as the project ¯director to have supervi.sory respo.nsibil~t~ for ~he pexformance~ ..~rogre~s, and eMecution of the Prbject. Barry Flynn will be. assigned as the project coordinator¯ who will represent CONSULTANT..d~ring. the .day-t¯o~day. work. On. the. ~roject. If Circumstances. or C6nditions subsequent to .the execution.~of this¯. Contract’ cause¯ the ,~ubstitution’ of the project" director’ ~or pro3ect coordinator.~for any reason, the "appointment of a ubstitute project -direct’or or substitute project coordinator wiii be subject to the prior written approval¯ of the project r~nager.. 3.4 CONSULTANT represents and¯ warrants ¯that it will: 3.4.£ ’ Procure all permits and .licenses, pay all - charges and fees, and give .&ll notices which may be necessary a~d incident to the. d~e and lawf~l p~osecution of th~ Project; .. 3.~.2 Keep itself fully informed Of all existihg and future Fe~eral., State of California, and local laws, ordinances, .regulationS, orders, and decrees which may affect . those engaged or employed under this Contract and. any materials used in CONSULTANT’s.performance .of the Services; 3.4.3 . At all .times observe and comply With, .and cause its emplpyees and cbnsultants, if .any, who are assigned to laws,ordinance.s, above;,and regulations,orders and decrees mentioned 3.4.4. Will’ report immediately .to the project manager, in writing> any .discrepanoy or inconsistency it d~scovers in the laws, .ord±nan~es, regulations, .orders, . and decreesI mentioned.-above in r~lation to the Deliv~ables. 3.5 .Any D~liverables given . to, or p~epared or assemble~ by~II’CONSULTANT’ or its consultants~ if any, unde~ this contract will become the property of CITY’and will not be made. available to any individual or organization¯ by CONSULTANT or its’ c0nsultants,.i.f any, without the.pri6r written approval of. the c~ty managgr. " " 3.6.~ CONSULTANT.will provide CITY with ¯five (5).c0Pies of.’any.documents which-are ia part of the Deli~erables.upon their completion and acceptance by CITY~ 3.7 If .cITY requests additional¯ copies Of "any documents which, are a¯ part of the Deliverables~ CONSULTANT will provide such additional copies...and. .C~TY will c0m~ensate ’CONSULTANT for its.duplicating Costs. 3.8 " CONSULTANT will be responsible .for ¯employing .or engaging all persons necessary to execute the Proj.ect. AI~ cOnsultants qf CONSULTANT will¯ be deemed ’~o be directly controlled -and. supervised by CONSULT/~NT~ which¯ will. be responsible~ f6r -t~.hei~ .performance. If any employee Or onsultant o~.CO~’UL~ANT failsor refuses to¯ .carry out_the provisions.’of this..C~ntract or appears.to be incompetent or to act in.. a disorderly or imProper manner, the employee or consultant¯ will be¯ discharged, immedi’ately from furthe~ ¯ performance .under ¯this Contract . on demand of. the project m~nager. 3.9 ¯ In the execution of the Project, ~CONSULTANT. and its consultants,~.if any, will at all times be considered independent contractors and not agents or employees of CITY. 3.10 CONSULTANT. will perform or .obtain or cause to be .performed or obtained any and alX of the following Additional Services, not ¯ .included under the Basic~ Services, if so authorized, inwriting,,by CITY: 3.10..i P~oviding services as an expert¯witness in connection ¯with any~.public hearing~ or meeting, arbitration proceeding, or proc4eding of a court of record;i 3.10.2 ¯Incurring travel and subsistence¯ expense@ for. CONSULTANT ¯and. its staff .beyond those nbrmally required under the Basic Services; and- ~ . .¯ 3.10.3 Performing any. other. Additionait Services that may be agreed upon by the parties subsequent to the execution of this Contract." 3.11 coNSULTANT will be respon.sible for employing ~ii ~onsult~h’t.~" deemed nec~ss¯ary .to assist CONSULTANT"in the performance Of ~he Servibes.. The appointment 6fonsultants must be approved, in advance, by CITY, in writing, and. mustl remain acceptable¯ t.o CITY dur.ing the term of this Contract. ¯"~SEC.TION. 4.D.UTIES OF CITY 4.1 CiTY will furnish or cause to be furnished the. ¯ services listed--in¯ Exhibit ."A". and such information regarding its requirements~ applicable to the Project as may be reasonably requested by CONSULTANT. .4..2 CITY" will review and ..approve, as necessary., in a -timel.y manner ~he Deliverables and.each phas.e of work per.formed - .by CONSULTANT. ¯CITY’s estimated t~me of review and approval..Wi!l. be fu£nished to CONSULTANT ~t the time Of submission eac~ phase ofo work. .CONSULTANT acknowledg~s and un.derst~.nds that. -.the interrelated exc.h, ange - of informati..on among cITY’ various_ .depar..tments.. makes it ...extremely .difficult..for. CITY firmly establish the:’, time of each review-and aoor0val task CITY’s faliure"to r~xew, and approve within .the estimated time sched..ule will not co~tit.ute a default, under this "Contract.’. .. 4..3 ¯ The -city -manager wi.ll represent. CITY for all ~urposes under this Contract. . .Garish..Balachandran, Interim Assistant Director, -Resource M~nag~ment is .designated as the ~roject manage~ for ~he city manager. The..project .manager will supervise the .performance, progress, and execution of. the Project, and. will be assisted, by Shishir Mukherjee, the Resource Planner. " ¯ ¯ 4.4- ifCiTY observes or otherwise becomes awareof .any default in the performance of CONSULTANT, CITY.will use zeasonable efforts togive written nQtice thereof to CONSULTANT in a timely, manner.. ~ECTION 5. COMPENSATION 5.1 CITY will compensate CONSULTANT for the following 5.1.1 In consideration of the full performance~of the Basic Services, .including any authorized rei~nbuzsable expens.es; CITY will¯ pay CONSHLTANT a fee not to exceed One Hundred ~ifty Thousand. Dollars ($150,000) for fiscal year12001- 2002. CI.TY will exercise.the option to renew the.contract in the .amount of.One Hundred. Fifty Thousand Dol~ars ($150,000) for a second"fiscalyear (200.2-2003) andOne Hundred Thirty Thousand Dollars ($130,000) fo9 a third fiscal year (2003-2004) provided the CONSULTANT is. responsive .to .the CITY’s needs, and the quality of the CONSULTANT’s work is. acceptable during the first. .y~ar of the .contract. The total amount of the contract over. three years ~sh~ll not .exceed Foh~ Hundr@d-Thirty Thousand Dollars ($430~.000). The am6unt of.. compensati’on wfll.be. calculated in accordance with the hourly rate schedule set’ forth in Exhibit ~B= 6n atime and materials basiS, up to the maximum amount set forth in this Se’ction. The fees of .the.consultants,. who have direct.contractual ~elationships with CONS.ULTANT, will be .appr.oved, in ~dvance, by CITY .... CITY reserves the .right .to ¯ refuse payment of such ~ees, if .’such prior approxal, is .not obtained by CONSULTANT. 5.1.2 The f~li payment of charges for "extra work or"changes, or both, in the execution of the Project will be made; provided such request -for’. p@yment~ is initiated by CONSULTANT and .autSo{ized,~ in .writing, by the project m~nager.. Payment ..will be made with.in thirty (30) days., of s~bmlssi~n .by CONSULTANT of -a statement, in triplicate,’ of~ itemized ~0sts covering .such ~ork or"changes, or~b0th. .Pri~r to .commencing such extra work or.:~h~nges, or. both, .the parties will agree~.up~n an estimated, max~mt~." cost for such extra work or bhanges. CONSULTANT. wil~ no~ .be paid for extra work or changes, . including, without limitationS, any design work or change order preparation, .which ismade necessary on account¯ of CONSULTANT’s errors, omissions, or oversights. 5.1.3 - Direct personnel expense" of empioyees assigned t? the execution of the Project by CONSULTANT will include .only the-wo~k of architects, engineers, designers, job captains, surveyors, draftspersons, specification writers and~ typists, in consultation, research and design, work in producing d~awings, specifications and other doc .uments pertaining to the Project,¯ and in services rendered duri~g~construction at the site, to- the extent~ such services are-expressly ¯contemplated under this Contract. :Include~ in the cost .of direct personnel expense of these ,e~ploye.es are salaries and mandatory ~nd customary ~benefits such as statutor~ employee benefits, .insurance, sick leave, .holidays and. Vagations, .pensions and simiiar benefits. 5.2..I- ~ Payment .of the Basic.¯ seg~ites will be made~ in monthly progress -payments. z.n proportion t.o the quantum of ¯services performed, or in accordance with any other, sch~u.le..of. ._.payment mutually. ¯agreed ipon by -the parties, as set forth in Exhibit ’~B"; or ¯within thirty (30) - days of. submission, ~in trfplicate, of such requests if a schedule of payment is not specified. Final payment will be ¯made by ¯CITY after CONSULTANT ¯h.as submi-tted’ all Delive~ables,. incldding, without ~’imita.tion, reports, whicH"h&~e been approved by t-he project manager. 5.2.2 Payment of the Additional’ Services wili be made. in monthly progress payments for. services rendered, within thirty (30)days of submission, in triplicate, of such.requests. ¯5.2..3 No deductions¯ Will be maze from CONSULTANT’s compensation on account el, pena.lties, liquidated: damages, "or other. . sums." wit.hheld by CITY from payments to g.eneral c~ntract ors. ¯ ... SECTION¯6. ..’ACCOUNTINGt. AUDITS~ OWNERSHIP OF RECO.RD.~ 6.1 ReCords ¯ of t-he direct personnel exp’enses and¯expen¯ses incurred in" connectioh, with the ~performance . of Basic’ Services and 2~dditional Services-pe~tai’ning to. the Projec.t will be prepared, ¯ maintained, and ¯retained by. .C.ONSULTANT accordance with generally accepted accountinq~, pri.nciples and ~ill be made available toJCITY foir auditing purposes at...mutually con.venient times dur.i,~.g ~the term of this Contract..ahd .for~ three . .~~he expiration or earlier, t~rmination of(3) years foll0wing.. . this Contract .... ’ 6.2 The Originals. of the Deliverabl.es~prepared bY Or u~.der ~he direction "of CONSULTANT..in the. performance, of this Contract wi.ll b~come the property of CITY i’rf~spective of whether t~e Project ’is completed upon CITY’s paymenh of the a~ounts required to be paid ~o CONSULTANT. These originals¯ will b~ delivered to CITY without additional compensation. CITY will have. th~ right t®¯ utilize any final and incomPlete drawi.n.gs, estimates, ¯ specifications, and any other¯ doc.uments prepared hereunder by CONSULTANT, but CONSULTANT disclaims any res.ponsibility ~or liability for any alterations Or modifications of such documents. SECTION 7. INDEMNITY. ~ 7/.1 -CQNSULTANT agrees to protect, indemnify, defend.a~d hold harmless CITY, its Coun.cil members, officers, employees damage or any other loss, caused .by or arising .6ut~ of CONSULTANT.’s, its officers’, agents’, consultants" or employees’ negligentacts, errors, or omi’ssions, or willful misconduct, or’ conduct for which ~pplicibl,e law may impose Strict liability On CONSULTANT’in t.he performance of or failure to .perform it~- obligations under ’this Contract. .. SECTION 8. WAIVERS 8.’I’ ~he waiver by eithek party, of any breach or .violation of.any covenant, term, condition or .provision of this Contract or of the provisions "of any ~rdi~ance or law will not be deemed to bea waiver of any such covenant, term, dondition, provision, .ordinance, or law .or of any.-subs.equent, bre~ch¯ or ~iolation of the;same...or of any other ~ovenant, term, condition, provision; ordinance or .law. The subsequent acc.ep~an.ce by either party of any fee or o~her money¯ which may become d~e hereunder will not be deemed to be a waiver of any-preceding ~reach .or violation by the other partyl.o~ any covenant, term, condition or provision .ofthis Contract or of.any applicable law .. or ordinance. .. ¯8..2 No paYment, partial ..payment, acceptance, or ~artia~ ~cceptance-by CITY. willoperate as a waiver on the.part . of CITY of-any of its rights under-thi.s Contract. SECTION 9.INSURANCE.."’ obtain ’ 9’i. C0~ULTANT, at its sole-c0st and expense, wi!l and malnta~i, ~n full force-and effect d~ring Zhe term .of %his’ Contract, the i~surance coverage, describe4 in Exhibit. ~C", insuring.n°t only CSNSULTANT .and its onsultants, if. :any,..but alsQ,. with the exceptionof .workers’. compensation,..employer’s liability and Professional liability insurance, naming CITY as ah additiohal insured..conc,erning CONSULTANT’s performance under this Contract. 9.2 All insurance coverage required hereunder willbe prqvided through .carriers wi~h Best’s. Key Rating Guide ratings ¯ of A:VII or higher. which are admitted to transact insurance -business in the.Stateof California. Any and all consultants, of CONSULTANT retained ~0 perform Services under this Contract will obtain and maintain,..in full force and effect during the.term.of ¯ this CQntr~ct, identical insurance ¯coverage, naming¯ CITY as an- additional insured under such policies as required above. 9.3 Certificates .of such insurance, preferably on ~he forms provided .by CITY,-will.¯be filed with CITY.conc.~rrently - an endorsemen.t s.tating that the insurance is prima~Y coverage.. and~will notbe canceled.or .altered by the insurer except .after filing with .the CITY’S city clerk thirty (30) days prior w~.itten notice of such .cancellation o’r alteration, and that the City of .Palo Alto is. named as an additional insured except in. policies of workers’ comPensation, employer’s liability, and prof.essional liability insurance, Current. certificates of Su’ch insurance will be ~ept on -file at all times during- the term of this Contract with the .city clerk. 9.4 The’ procuring of such policies, of insure~ce will not be CONSULTANT’s liability .hereunder nor required ¯.policy .or construed .to limit. to fulfill the indemnification provisions .of this Contract. ’ Notwiths~anding. the . p~licy or ’policies of insurance, CONSULTANT will. be obligated for the .full and total amount of any damage, injury, or. loss. cau.sed by or directly arising .as a result¯ o.f the¯Services..pe~f..ormed Under this Contract, including such-dama.ge, injury, ’or iDss arising after .the Contract is t’erminated or the term has expired. " " " ’ .. .SECTION I 0. 10.1. CONSULTANT., by e~ecuting this Contract, certifies %hat it is aware of the pr..ovisions of the Labor Code of t’he ~tate Of California which.-require every ¯employer to be insured. against~ liability for workers’ compensation. ~or to undebtake Self-insurance in :~ccordanbe°.with the provisions of that code, and ~ certifies that ~i,t will comply With. such "p.rovisior~s, as applicable,-.before co:~mehcing the performance .of. the Project. SECTION i’i.:" TERMINATION OR SUSPENSIbN. OF CONTRACT OR PROJECT : : ~II.I Thecity manager may suspend the executionof, the Project,in whole or in part, or terminate .this Contract, with or without cause,, by giving thirty (30) days prior written n0tice.thereof to CONSULTANT, or .immediately after submission to CITY by CONSULTANT of any. completed ¯item of Basic .Services.- Upon.. receipt of -such notice, ~ONSULTANT will. immediately discontinu.e its..performance under, this Contract¯. 11.2 CONSULTANT may terminate this contract or suspend its execution., of .the Project by giving thirty (30) days prior written notice thereof to-CITY, .but o.nly in the event of-a substantial-failure of performance by CITY or in the event tITY indefinitely, withholds or withdraws its request . for the initiation or continuation of B¯asic Services or the execution of the Pro~ect. " " 11.3 Upon .8uch~suspehsioh or termination by CITY, bONSULTANT will be compensated, for the Basic Services and ¯ A4di-tional Services performed and Deliverables received and approved .prior to receipt Of written hotice, from CITY oN such suspension o~ abandonment, together with authorized additional and reimbursable expenses then due. If the Projeck is resume~ after it ha~ been suspended formore than 180 days, any. change. in CONSULTANT’s compensation will be subject to renegotiation and, if necessary, approval of CITY’s .City. Council. .If this. Contract is ~s~ended or terminated on-account bf a default by CONSULTANT, CITY will be obligated to comp%nSate CONSULTANT. only for that.portion of CONSULTANT’-s services which are of .direct and immediate benefit .to CITY, as such determination may be mide by the city manager in the reasonable exercise of his disc~e.~ion. I~.4 In the event of termination of this Contrict suspension of work on the.Project .by CITY where. CONSULTANT no~ in defauit, .CONSULTANT wi~l receive compensation as follows: Ii. 4~ I .For approved items of ~services, CONSULTANT Wil! be compensated-for-each item of seryice f~lly perfo.rmed i~ the amounts authorized under this CoDtract. II’...4.~2 For approved items of sirviC~s on which a notice to.p~0ceed is issued by CITY, but which are.not fully performed, CONSULTANT Will .be ’ compensated fqr. each item. of service in an .amoUnt which bears the same ratio to the total fee- Otherwise payable ~ori the ~erformance. of. the service -as the quantum Of servic~ :Wctually. rendered bears to the-- services ¯necessary for the ful/l.performance of t’hat item of service. 11.4.3 The total compensation., payable under the .p~eceding paragraphsof thi~ SecSion will not exceed the payment specified under Sectign 5for the respectiv~.iteis of service to be furnishe~ by CONSULTANT. 11.5 upon .such suspension or. termination, CONSULTANT will deliver .to the city .manager immediately any and all copies of the Deliverables~ whether :or. not. c~mpleted,, prepared by CONSULTANT o! its consultants, if any, or given, to CONSULTANT-or its consultants,if any, in connection with this Contract.. Such .materials.will become the property of. CITY~ il.6 The failur.e of CITY to agree with CONSULTANT’s independent findings, ~onclusions~ or recommendations, if the same are called .for Under this Contract,..on the basis of ¯ ~ifferences-in ters of u ent, e nst~ued as a SECTION 12. .ASSIGNMENT -¯. 12.1 This Contract.’is for the persQnal services bf CONSULTANT, therefoge, CONSULTKNT willnot assign, tzansfer, convey, or otherwise d!spos~ of this Contract br any right, title or interest in or to the same or. any part. thereof without. the prio9 written c6nsent of CITY. A con.sent to. one assignment will not be deemed to be a consent to any subsequent ass!g.nment. Any.assignm~nt made without theapproval of CITY will~be void and, at-the"6p~ion° Of the city manager,, this Contract ..may be termina¯ted. . This Contract will¯ not .be -assignable by operation of law. SECTION -13. NOTICES ’ ~ " -13.1 All .notices her~under--wiil be given,, in writing, ~ and maile~, ’postage prepaid, by certified mail,, addressed "as ToCI.TY:’Office" of the Ci.ty Cl~rk ’City of. Paio Alto -Post Office Box 1025.0 ¯ Palo Alto, CA 94303 Copy to."Giris~ Balachand~ran " Department of ¯Utilities..- 3rd’ Flr. CitY of Palb Alto ~ Post Office Box..1.0250 To.CONSULTANT: ~lynn & Associates 4200 DriftwOod ¯Place ¯ Discovery Bay, CA 94514~9267 SECTION 14.-.CONFLICT OF’INtEREST 14.1 In acce~t~ng this.¯ Contract, .CONSULTANT c6venants that .it presently has’ no interest, and will not iacquire any interest, direct.or indirect, financia!, or otherwise, which ~0uld confli~.t, in any manner or degree with the performance of the Services.. . I~.2 CONSULTANT ¯further covenants that, in the performance of th~s Contract, it will not employ contractors or persons hgvihg "such an interest mentioned above. CONSULTANT. .cirtifie~ that no one who has or will have any financial interest under this Contract is an officer"or.employee of cITY; this provisi.on will., be interpreted in accordance with the IaOo]~hl~ n~&v~¯si&ns of the Palo Alto M~n.~.~al CnH~. anM’eh~ SECTION-15. NONDISCRIMINATION 15.1 As set forthin the Paio Alto. Mhnicipal Code,¯ no discrimiha~ion will .be-ma.de in the.°employment of persons~ under this Contract beca.hse of the age, race,’ color, national origin, ancestry, ’ re!.igion, disabi¯lity, sexua!, preference or gender of such person. If0 the value of this Contract .is, or may.be,¯ five thousand dollars ($5,000) or more,’ CONSULTANT agrees to meet all requirements ~fl the Palo Alto Municipal Code pertaining to nondiscr~mini~ib~ in. employment, including completing the ~equisite form furnished by CITY¯ and set forth inExhibit ~’. ¯ " ¯15.2 CONSULTANT¯ agree~¯ that each. contract for services from independent prQviders will contain .a pr6vision substantially as follows: ’~[Name of Provi’de~] will provide coNSULTANT with a. cerhificate stating that [Name ¯of P~0vider] is. Currently in compliance .with all Federel and State of Calif6rni~a laws C6vering nondiscrimination in employment; and¯ that [Name of Provider] will ¯not- discriminate inthe .empl~yment of. any. person. Under this .cbntract because of the age, rac.e,¯ color, national origin, .ancestry, religion, disability, sexual ¯preference or gende¯~ of such person." . " ¯ 15.3 ~.f ~o~SuLTANT is found in ~iolation..of the nondiscrimination ipr.q~isio~s of the. S~ate of .california Fair Empl6yment PractiCes/Act or similar 9rov!sions~ of "Federa! law exeCutive.order in the. performance of this Contract, ~t will..be in default¯ of this Contract. Thereupon, CITY will have the power to canc~l or suspend this Contract, ¯inwhole or in Part, ¯ or to deduct. the sum of twenty~five dol~ars--($25) for each person for each calendar day during¯ which .such person was subjected todiscrimination, as .damages for breach¯¯of contract, or .both.. Only a :finding ~of the state of Calif0rnia.¯Fair Employmen~ Practices Commission or the. equivalent federal agency or’ ~fficer will constitute evidence of a. breach .of. this Contract. ¯ SECTION 16. M~SCEL~ANEOUS PROVISIONS, ¯16.i CONSULTANT. represents and warrants that it. has knowledge of. the. requirements of the federal.Americans with Disabilities Act ~of 1990, ~nd ¯the Goverrnhent Code and the Health and Safety Code. of the State of Caiifornia, relating to aqcess comply with or ensure by its advice that compliance with sucb~ provisions will .be effected -purs.uant.- to the terms of this Contract. 16.2 upon the ¯agreement .. of the " parties, any ¯~ontr0~ersy or .claim arising but of or relat.ing to this Co~tract may :be settled, by :a~itration in accordance with the Rules of the .-American Arbitration Association, and judgment upon. the award render.~..d ..b.y the Arbitrators may be entered in any court having j urisdicti.on thereof. 16.3 This Contract will be governed by the laws ofthe State of California, exqluding its conflicts.of law.. i6.4 I.n’ the event that an action is brOught, the parties agree that tria~ of such .achion ¯will be.vested exclusively in the state courts of California-or in the Oni~ed States.Distrfct Court. for~the Northern District of. California in the County of Santa Cla~a~. State:of California. ° ’16J5 The prevai!ing~ party in any action b~ought to enforce the ~e.rms of’ this. contract or arisi~ng’ out .of this Contract may recover its.. reasonable costs and at.t~.~neys’ fees expended in. connection with that ac%ion. 16.6 This.. ...document represents the entire..and integrated Contrac~ between the Parties andsupersedes all pri6r me~otiations~ representations, and contracts,~ either ~written.or orel. This d0cum@~t .may be amended only by a written instrument, which is ~’igned by the partles. 16.7 AIi p.ro~isions of t~his Cont£act-, whethe£¯covenants or conditions, will be deemed, to.be both covenants~and ~onditions. 16.8 The covenanti, terms, conditions a~d provisions of %his Contract will apply to.~ and will bind, the heirs, successors., executors, administrators, assign4es,, and c0nsul~ants, as-th¯e case may be,of the parties. I6~9 If a" court of competent jurisdiction finds or r~les that a~y provision of this Contract or any amendment thereto .is void or un~nforceabl~., the unaffected previsions of this Contract and any amendments thereto wi~l ~ema±n in fhll force and effect. ~16..i0 All exhibits referred to -in this Contract and any addenda, appendices, attachmen%s, and schedules whiCh,., from hereto are b.y su6h r-eference incorpo.rated" in this .Contractand will be deemed to be a part of this Con.tract. ’ 16.11 This Contract may be execute~- in any number Of counterparts, ea.ch of whi.6h will .be an o~iginal, but all of~ whichtog4ther.will constitute one and the .sameinstrument. 16.12 This Contrac~ is ~ubject to the" fiscal provisions of the Charter of the City Of .Palo Alto and the Palo Alto Munici~l Code. Thi.s Contract will terminate-without any ¯ penalty (a) at" the end of any fiscal year in the event that funds are not appr6priated for the following fiscal year~ or (b) atan.y time within a fiscal .year in-the event .that. fundsare onl~.appropriated for a portion of the fiscal year and funds for tKis Contract are no:.longer available; This Section 16.12 w£11 ta~e .precedence in ~he event of ~ conflict with. any othe~ covenant, term, conditiOn, or provisior of this Contract. ~ " /I /I /I // // // .// /I /I /I II- /I IN WITNESS WHEREOF, the parties .~ereto ha~e by thei~ duly authorized repr,@sentatives-executed, this Contract on the date first above written. ~- ATTEST: City APP y "At t orney APPROVE D: CITY OF. PALO ALTO Mayor ’J By: Name : Taxpayer.’iden~if!cation No. (tomplianc~ with Corp.. Code. ~ 313 is required if th~ entity on whose¯ behalf. this contract ~s signed i~ a c~rporation. In the alternative, a certified corporate resolution, attesting to the signatory .authority of. the individuals, signing in their respective" capacities isacceptable) Attachments: EXHIBIT ~A" EXHIBIT~.B- EXH~BI.T-~, ’EXHIBIT ~ SCOPE OF. P.RO.JECT &TIME SCHEDULE RATE SCHEDULE. .INSURANCE NONDISCRIMINATION COMPLIANCE FOR~ CERTIFICATE. OF ACKNOWLEDGMENT (Civil Code ~ 1189) "" On ~_~ ~ , .2001, before me;. the undersigned, a Notary Public 4’ arid for s_aid .County and- State; persona.fly appeared -~--__~._~,,,.<., /~/.~,.-f- ~.,,~ -. . . ,. personally known to me !o~ proved" Co . me on the basis of satisfac~ory evidence to be the person(s) whose nax~e(s) subscribed to the within instrument and acknowledged to me that he/s.he-/-~ey, executed .-the same in his/~ authorize’d Capacity(ies), and that-,by his/he~r signature (s) on " the instrument the perSon(.s), or the .entity-upon behalf of w~ich the person (s) acted, executed the instrument. WITNESS ,my hand and official seal.. COMMISSION 1281116 NOTARY .PU~IC-CALIFOftNIA,8AN JOAOUIN GOUNTY ¯ CERTIFICATE oF ACKNOWLED¯GMENT (Ci.~il C6de.~ 1189). ) ¯ ) Ss. .) ~ ~.~’ ~ , 2001, before me, the undersigned, a ’Publit.°" a~ for s~id Count.v and State,. personally personal~y known to me ~o~ proved .t.6 me. on the .basis of satisfactory evid’ence., to be the . person(s) whose- name (s) is/~. %ubscribed to the within in,truant and acknowledged ~to. me .that. heis~y , executed the same -,in. h~s~ .authorized ’ capacity(ies), and ¯ that by~ hl.s/H=r/th~mr signature (s) on .the instr~ent t~e person(s):,, or the entity upon behalf of which the .person(s) acted,~ executed the insurgent. WIT~ESS.my hand and Official ~al. ~. - ~ g-~ ~r-e of~tary Public Ci~ ofP~o ~to ~ outed ~ ~e Ci~’s Request £or propose, Pr0j~ N~ber 135231. @A~K.I Mo~tor ~d~ ~O, FERC, CEC ~d PG&E (~d.Pl~g) prooe~gs ~b~ on ~so~sion ~ st~ represen~ ~e Ci~’s ~terests ~ ~ese P~ocee~gs .In thi~ t~’Ft~n & ~aociat~ will monitor.ahd anal~e INO ~epo~ and fili~g~, FERC ordera, and filinga, and CPUC and CEC p~oceedinga related to ~e~lato~ affairs to evaluate the impacta on Pal6 Alta; th~ will a&6 ~onitor and anal~e thk.~G~ and lSO warmed, on ~d planning and ~a~ion a~di~ with a foe~ on Wa~m~aion ~d. "reinforcement in the ~reate~ b~ Xrga, ~e ou~ut~om th~ t~k ~ll include eone~e " ~en repom, ~erbal ~o~ and.c~eal domments; .. T~K ~: ~s~t m~s~ dO~dop sUato#~ md posidOm t6 de~.~m e~dom i~su~ In th~ t~& Finn & ~ao6iat~ wiU reeomme~d poaiao~ for Palo.Xltoin vario~ I~0,. ~ERC and CPUC Pr~ceadinga and awa(e~ for.deMing wi~’~n’~l ~ ~ch’~ ~a~m~aion X.ce~ Charge ~A ~), Cong~on Manag~ent Refo~ (~, ~a~m~aion Right. ~, Memred Sub’~at~ ~). and Re#bnal ~a~m~aion " .. Orgao~aaon ~YO) fi!i~g. ~ ou~t~om th~ t~k will be poai~O~a~ate~ pap~a on’ .thee ~uea for the ben~t of Ci~ re~lat6~ ata~ . .. r~K 3: ~a~t ~a!bAlt6 to~mprove rdiabili~ in the ~eater ~ ASPca by advbcan’~g’ higher plahning.~tandar~ an~ the n~e4formore wammi~aion and g~hg them built. In th~ .t~& Flynn ~aoaat~ win m~ on an.a~oea~ role for higherplannin~:a~a~dar~ "in the ISO ~a~m~aion Plhnn~ng ~anda~ Comminee. andbefore the ISO Boar~ " will ~a~t Palo altb .to join ~th other B~ ~ea .9~, municipal un~lin’~ and re~onal orghn~a~o~ inpromo~ng a~iaonat ~a~m~aionlin~, and ge~ng them built to improve r~liqbili~ in the.~eater B~ A~ea. ~e ou~ut~om thi~ t~k will be qua#erly . pro~s repot. " ............. ¯ TASK 4: Assist City in dewlop]ng i.ong-.t~rm solutions’for it~ transmission n~eA, -esped~dly reqdiredal~er, the ~xisting int.eroonneotion agreements .exp./re. Due to rapidly changing regulatory landscape Flynn & A,~ociateg may be requested to peUqorrn other ¢Iectrid regulato.ry ~ervibes a~ needed to provide posi.t~ve behefit~to the _ ¯ $210-235 p~r I/our $175.-195 p~r horn" ¯ $150-170 p~r.hoar. S ~26- ! 40 ~.r ho~ $55-115 par hour Monday, July 23, 2001 4:i0 PM G. reg Kapphahn 650-326-3177 ~",~./~,~ / 1 ~- ,.~.:ACORD...CERTIFICATE OF LIABILITY!NSURAN- ¯..4~00 Dz±~t~_ooc[ PI~e ¯uz=aover~’ ~ay’~. 9453.4 I. p.01". ¯ COVERAGES " THE POLI~I~ OF INSURANCE I.LTI’BDBEI.t3W HAW BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POUOY PERIOD INDIP.ATED. NOTWffHrrAND]NG¯ANY REQI.JiREMENT, TERM OR CONDITION OF ANY ~:~ONTRA~T OR OTHER’DOCUMEkrr WITH RESPEOT TO WHIC.H THIS C~RTIPIOATE MAY BB ~SUED OR MAY PERTAIN, THE IN~UR,~d~:~BAFFORDED BY THE POU~IE6 DEBI:~JEED HEREIN I~’ 8UBJE~.:T TO ALL THE T~RM~ EX~.U,SlON~ AHD GON~rrloH60P SUCHPOLI~IES. AGGRBG~ATI-~ LIMITS ~HOWN MAY HAW BEEN REDUCED BY PAID ~:~AIM~.. " ¯ 0s/.:zS/00 ~~~’ ~,~0o,oo0 09/25/01 ~~o=~) ~ 100/000 aoop.Y e~.~, $ S , | $ 1,000,000 $- Au’m OflLy. ErA N:~;JO~T F.,L DiEF.A~- EA EMPLOYE~ I~¯ E.L I:~F.A6E-POUGYLIMrr $:OTHER pAS"I" 11 - PROPOSER iN~ORMATI .ON Lo ¯ SECTION 300A Addenda . . ’ During the Pr.o.posal .prooess the~:e may b~.ohanges to the proposal dbcuments, which would require’an I~suance ef an &ddendum or addenda, CRy disclaims any and all liability for Ios~, or damage to any.. Prol~o.ser-Who does not race!re an£ addendum Issued b~ City in connection with this RFP. Any .Pr.dposer In submitting a Proposal is. deemed to: walye any and.al! c a toeand demands.Proposer m.ay ti~ve against City on ~ocount of the failure of delivery .of any such addendum td Proposer,. Any and all addenda issued by City sl~all be deemed Included in this RFP, and the p~ovision~ and instrubtions thereln contained shall ¯ . be incorporated to a.ny Propos.a.I .s~j. bmltted by P.roposer. . , .. . To assure that +;ii" I~r01~ossm hav~ received ~ach.adden.dum’, the following.acknoWledgment and sign-off is required, ’Failure to acknowledge receipt of an addendum/addenda may be considered art ir~egularity in the Proposal: ... .A~ldendum numbei(si received+‘ [’-J;l; - [] 2; . [] 3; [] 4; [].5i [] 6.i [] ~;; ¯ [] B; -. []9 No Add~ndumlAddenda’Were Receive~l (check and Initial)2. ¯ TI-m Proposer represer~is that’lt has not retained a person to.s~llcit ~r Secure a ~lty ~p~tract’(upor~ an ’..al~mement or understanding fbr a comml.ssl.on, percentage,.brokerage, or contingent fee)excePt for . . i’etentio.6.of, bona fide empio~ee or.bona’fide establlsh.ed.ommerclal selling ageacles for the purpose .of ¯.securing busl!~ess. :. :. . .. " ¯Prqposer’s DeSignated Contact .. ..; .Name: Bar~y ~. t+’l. ynn .Title: Owner/P~esid~nt Ph~n6: 925-6~4-7500 -. Fax: 9~-5-.634- 888. . rh~ arm and-=ndMdUa~s ,&’tedbe~owl ce.ffle mat the9 do not d~s.cr~minate In emp~oyme.nt w~m regards to ¯ ¯ ag.e, rac4, color, rellglon, .sex, na~on~d bri!!n,, ancesky, dlsa~]llty, or sexual .prefaren¢e;that they are l.n ~ompllance v~th all federali stat%,’ and iocal dlrectlves..ahd exec8tlve.orders,’rsgardl~g nond[scdmlnat~on In .. ~mployment. - . ..... Pro~o&er ~ ~u~rad io ~rov~o~a.~. ~e~mcat~ ~ g’66a sm6ai~g fromthe State of C&,~~ia wm-~& ~ropo~a~. .’ ’ .(As, sole’ roP.rietor ~ not .appli.c.able) "The.undersigned hereby agr .e~s to., ~n¢~ accepts ~e terms and condlt~ns of this RFP.¯ ’¯ . SIg.natures (Mustbe the ~ame~slgn~tu.re(s) as wlil~ppear on Contract):’" First Officer*"~.econd Officer*.*-’..." .Or, (Signature) "(Printed name of signatory) (’FlUe of signatory) ¯ . (Signature) (Pdnted name of slgnatory). (~711Ja of signatory) Note:.~alifomia Corporation~ Code Sect]on 313 requires ~wo corporate officers to.execute contracts. " The signature of First Officer* m~ust.be one of the following: Chairman.of the Bodrd; Pre~ldent; ~r Vice "President. The signature .of the Second. Officer** must be Ohe ofthe foflowing: Secretary; Assistant.Secretary; Chief Financial Officer; or Assis~ant"-~~reasurer. In, the alternative, acerti.fied corpsrat~ resolution attesting tb the. signatory authority of th8 individuals signing in lhelr respective Capacit es is acceptable. pART II, PROPOSER INFORMATION -" ¯ ".SECTION 300A : The under.signe, d cort’i~os that..tho..Pr~poser is not’a corporation, and 1~ not subject i~ the requirements of~ ¯ California Corporations code, and hergby agrees to, and accepts the terms and conditions of this Rt~P. . " (Pflnted name 5fslgna~oiy) . owner/.President ATTACHMENT B AMENDMENT NO. ONE TO CONTRACT NO. C213865.6 BETWEEN THE CITY OF PALO ALTO AND FLYNN & ASSOCIATES FOR CONSULTING SERVICES This Amendment No. One to Contract No. C21386656 is entered into , 2002, by and between the CITY OF PALOALTO ("CITY’!), .and FLYIkIN & ASSOCIATES, a sole proprietorship, ~ocated at 4200. Driftwood Place, Discovery Bay, CA 94514-9267., ¯ Suite 1500, Los Angeles, CA 90017 ("CONSULTANT!’). RE C I TAL S~ WHEREAS, the Agreement was entered parties for providing -consulting services regulatory an~technical consulting area; into between the in the electric WHEREAS, the parties wish to amend the Agreement; NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, theparties agree: SECTION i. Section 5 entitled "COMPENSATION" is hereby amended to read as follows: - ’ "SECTION 5..COMPENSATION 5.1. CITY /ill compensate following services and work: CONSULTANT for the " 5.1.1 in consideration of the full performance .of the Basic Services, including any authorized reimbursable expenses, CITY will pay CONSULTANT a fee not to. exceed Two Hundreds.Twenty-Five Thousand Dollars- ($225,000) for fiscal yea~ 2001-2002. CITY will exercise the option £o renew the contract in the amount of Two Hundred:Twenty~Five Thousand Dollars ($225.,000) .for a second fiscal year (2002-2003) and One Hundred.Thirty Thousand Dollars ($130,000) for a third fiscal /year (2003-2004) provided the CONSULTANT is responsive to the CITY’S needs, ~and the-quality of the. CONSULTANT’s workis acceptable during £he first year of the contract. The total amount of the contract over three years shall not exceed Five Hundred Eighty Thousand Dollars ($580,000).. The amount of compensation will be calculated in accordance with the hourly rate schedule 1 set forth in Exhibit "B", on a time and materials basis, up to the maximum amount set forth in this Settion. .The fees of the consu!tantsl who have direct contractual relationships with CONSULTANT, will. be approved, in advance, by CI~Y~ CITY reserves the right to refus@ payment of such fees, if such prior approval is not obtainedby CONSULTANT. 5.1.2 The full paYment Of charges for extra work or changes, .or both, in the execution of the Project will be made,, provided such.request for payment is initiated by CONSULTANT and authorized, in writing, by the project manager. PaYment will be made within thirty (30)days of. submission by CONSULTANT of a statement, ,in triplicate, of itemized costs covering such work or changes¯, or both. Prior to commencing such extra work or changes, or both, the parties.will agree upon an estimated maximum cost for such extra work or changes. CONSULTANT will not be paid for extra work or changes, including, without limitation, any design work or change order preparation, ~which is made necessary on account of CONSULTANT’s errors, omissions, Or oversights. 5.1.3 Direct personnel-expenses of employees assigned to the execution of the-Project by CONSULTANT will include only the work of architects, engineers, designers, job captains~ surveyors, ’draftspersons, specification writers .and typists, ¯in consultation, researbh and design, work in producing drawings, specifications and other documents pertaining to the Project, and iV services rendered during construction at the site, ’to ’th~ extent such services are expressly contemplated un~r this Contract. Included in the cost of direct personnel expense, of these employees are salaries and mandatory and customary benefits such as statutory employee benefits, insurance, sick leave, holidays and vacations, pension and similar benefits. 5.2 The schedule of payment will be made as follows: 5.2..1 Payment of the Basic Services will be made in monthly progress payments in proportion to the quantum of services performed, or in accordance with any other schedule of payment mutually agreed upon by the parties, as set forth in Exhibit "B", or within thirty -.(30) days of submission, in triplicate, of such requests if a schedule of payment is not specified..Final payment will be made by CITY after CONSULTANT. has submitted all Deliverables, including ¯without limitation, reports which have been. approved by the project manager. 52.2 .Payment of the Additional Services will be made in monthly progress payments for services -rendered, within thirty (30) days of submission, in triplicate, of such requests. ~ 5.2.3 No deductions ~will be made from CONSULTANT’s compensation on account~ of . penalties, liquidated damages, or other sums withheld by CITY from payments to general contractors." SECTION 2. Except’ as herein modified, all other provisions of the Agreement, including any exhibits and su~sequent amendments thereto, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have by their duly auth0ri~ed representatives executed this Amendment on the .date first above written. ATTEST:CITY OF PALO ALTO City Clerk APPROVED AS TO FORM:. Mayor FLYNN & ASSOCIATES Senior Asst. City Attorney APPROVED : Assistant City Manager By: Name. Title: Director of Administrative Services Director of Utilities Taxpayer I.D. No. 12-389.1517 Risk Manager CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF ) COUNTY OF On , before me, the undersigned, a notary public in and for said County, personally appeared personally known to me (or proved to me~ on the basis 0f satisfactory evidence) to be the person(s) whose, name(s) is/are subscribed to. the within, instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by. his/her/their signature(s) on the instrumentthe person(s), or the. entity upon behalf of which the p~rson(s) ~cted, executed the instrument. WITNESS my hand andofficial seal. Signature of Notary Public Agreement Between The City of Palo Alto And Alameda Power & Telecom For Reimbursement Of Costs For Consultant Services This Agreement is entered into on , 2002, by and between the City of Palo Alto ("Palo Alto").and Alameda Power & Telecom, a department of the City of Alameda, a municipal corporation ("Alameda"), (individually, "Party" and collectively, "Parties"), in reference to the following facts and circumstances: I. Palo Alto has retained the services of Flynn and Associates ("Consultant") to acquire and provide expert advice and assistance on several regulatory-related issues pertaining to Bay Area electric transmission cost mitigation .measures and the improvement of the reliability of the Bay Area electric transmission grid, under contract number C2138656. .Palo Alto will amend this contract by requesting other information and services which Alameda wishesto obtain. 2. Consultant has analyzed matters and drafted opinions relating to (i) complex electric market redesign efforts being considered by the California Independent System Operator ("ISO") and the Federal Energy Regulatory Commission ("FERC"), (2) electric transmission reliability initiatives being considered by the ISO and Pacific Gas and Electric Company ("PG&E"), and (3) advocacy efforts by consumer, business and political stakeholders. IN CONSIDERATION OF the following covenants, conditions, the Parties hereby agree:terms and SECTION I. Palo Alto will provide Alameda with a copy of any and all correspondence and reports created or compiled by Consultant and access to any telephone conference calls and e- mails used to convey information that may benefit Alameda, which Consultant has delivered or may deliver to Palo Alto under Contract No. C2138656 ("Deliverables"). Palo Alto will further provide all Deliverables to be completed and delivered to Palo Alto under any amendment to Contract No. C2138656 that may benefit Alameda. The obligations of Palo Alto set forth in this Section 1 shall be contingent upon Alameda’s payment of the sums of money within the time frame, all set forth in Section 2 of this Agreement. 020620 syn 0072181 SECTION 2. Alameda will pay the following amounts for the Deliverables, goods and services to be provided, directly or indirectly, by Palo Alto to Alameda: ¯For FY 2001-02, the amount of $75,000, payable on or before July 31, 2002; and ¯For FY 2002-03, an amount equal to one=third of the amount paid by Palo Alto to Consultant up .to a total of $75,000, payable .within 30 days of receipt of each bill received from Palo Alto. Palo Alto will provide Alameda with a copy of each bill received from Consultant. Alameda’s total bill will be equal to one-third of Palo Alto’s bills. Should other municipalities desire to participate and pay, the foregoing compensation to be paid by Alameda to Palo Alto .shall remain as one-third of Palo Alto’s net payment to Consultant. SECTION.3. Palo Alto will provide Alameda with copies of the contract, amendments-thereto, and any revised or amended level of effort, scope of services, or compensation levels. SECTION 4. Notices and other communications, including payments, shall be delivered, in writing, to the United States mail .service, private delivery service, or electronically, or by any other means mutually agreed to by the Parties, to the representatives of the Parties, as follows: Palo Alto:City of Palo Alto 250 Hamilton Avenue Palo alto, CA 94301 Attn: Girish Balachandran, Assistant Director of Utilities Alameda:City of Alameda Alameda Power & Telecom 2000 Grand Street (PO Box H) Alameda, CA 94501 (94523) Attn: General Manager SECTION 5. Palo Alto and Alameda agree that time is of the essence regarding the performance of this Agreement. SECTION 6. Palo Alto agrees to notify Consultant that it may be required to file with the City Clerk of the City of 2 020620 syn 0072181 ¯ Alameda a conflict of interest form [Form 700 or equivalent], if the services to be provided under this Agreement will require Consultant to make certaingovernmental decisions or serve in a staff capacity .as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations. SECTION 7. Palo Alto shall maintain complete and accurate records with respect to costs and all materials provided by the Consultant as may be reasonably, required of Palo Alto by Alameda, as the same may relate to the performance of services under this Agreement, provided, however, the obligation undertaken by Palo Alto under this Section 7 shall apply only. to records that at thecommencement of Contract No. C2138656 are within the exclusive control of Palo Alto.Palo Alto shallmaintain all bills and products produced by Consultant in sufficient detail to permit an evaluation of Consultant’s services by.Alameda. SECTION 8. In the event Palo. Alto fails or refuses to perform any .of the provisions hereof at the time and in the manner required hereunder, Palo Alto shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) days after receipt by Palo Alto from Alameda of written notice of default, specifying the nature of such default and the steps necessary to cure such default, Alameda may terminate the Agreement forthwith by giving to Palo Alto written notice thereof. Alameda shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days’ prior written notice to Palo Alto as provided herein. Upon termination of this Agreement, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. SECTION 9. federal laws. Palo Alto shall comply with all state and SECTION I0. This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules that may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities. Any suit brought pursuant to this Agreement shall be filed with the courts of the County of Santa Clara, State Of California. 020620 syn 0072181 3 SECTION ii. A waiver by Alameda of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. SECTION 12. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this. Agreement will be effective only by written execution signed by both Alameda and Palo Alto. SECTION 13. Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. IN WITNESS WHEREOF, the Parties have executed this Agreement by. its duly authorized representatives on the date first stated above. ATTEST:CITY OF PALO ALTO City Clerk APPROVED AS TO FORM: Mayor Senior Asst. City Attorney APPROVED: Assistant City Manager Director of Utilities 020620 syn 0072181 : ATTEST: City Clerk APPROVED AS TO FORM: --puty City ~ CITY OF ALAMEDA GJeUnel~raalJ~4an~aSger d 020620 syn 0072181 AMENDMENT NO. TWO TO CONTRACT NO. C2138656 BETWEEN THE CITY OF PALO ALTO AND FLYNN & ASSOCIATES FOR CONSULTING SERVICES This Amendment No.Two to Contract No. C2138656 ("Contract") is entered into , 2002, by and between the CITY OF PALO ALTO (ACITY"), and FLYNN & ASSOCIATES, a sole proprietorship, located at 4200 Driftwood Place, Discovery Bay, CA 94514-9267 ("CONSULTANT’,). R E C I T A,L S: WHEREAS, the Contract was entered into between the parties for providing consulting services in the electricregulatory and technical consulting area; and WHEREAS, the parties wish to amend the Agreement; NO~~, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: SECTION i. Section 5 entitled "COMPENSATION" is hereby amended to read as follows: "SECTION 5. COMPENSATION 5.1 CITY will compensate following services and work: CONSULTANT for the 5.1.1 In consideration of the full performance of the Basic Services, including any authorized reimbursable expenses, CITY will pay CONSULTANT a fee not to exceed Two Hundred Twenty-Five Thousand Dollars ($225,000) for fiscal year 2001-2002. CITY will exercise the option to renew the contract in the amount of Three Hundred Thousand Dollars ($300,000) for a second fiscal year (2002-2003) and One Hundred Thirty Thousand Dollars ($130,000) for a third fiscal year (2003-2004) provided the CONSULTANT is responsive to the CITY’S needs, and the quality of the CONSULTANT’s work is acceptable during the first year of the contract. The total amount of the contract over three years shall not exceed Six Hundred Fifty-Five Thousand Dollars ($655,000). The amount of compensation will be calculated in accordance with the hourly rate schedule set forth in Exhibit "B", on a time and materials basis, up to the 020701 syn 0072176 1 maximum amount set forth in this Section. The fees of the consultants, who have direct contractual relationships with CONSULTANT, will be approved, in advance, by oCITY. CITY reserves the right to refuse payment of such fees, if such prior approval is not obtained by CONSULTANT. 5.1.2 ~The full payment of charges for extra work or changes, or both, in the execution of the Project will be made, provided such request for payment is initiated by CONSULTANT and authorized, in writing, bythe project manager. Payment will be made within thirty (30) days of submission by CONSULTANT of a statement, in triplicate, of itemized costs covering such work or changes, or both. Prior to commencing such extra work or changes, or both, the parties will agree upon an estimated maximum cost for such extra work or changes. CONSULTANT will not be paid for extra work or.changes, including, without limitation, any design work or change order preparation, which is made necessary .on account of CONSULTANT’s errors, omissions, or oversights. 5.1.3 Direct personnel expenses of employees assigned to the execution of the Project by CONSULTANT will include only the work of architects, engineers, designers, job captains, surveyors, draftspersons, specification writers and typists,, in consultation, research and design, work in producing drawings, specifications and other documents pertaining to the Project, and.in services rendered during construction at the site, to the extent such services are~ expressly contemplated under this Contract. Included inthe cost of direct personnel expense of these empIoyees are salaries and mandatory and customary benefits such as statutory employee benefits, insurance, sick leave, holidays and vacations, pension and similar benefits. 5.2 The schedule of payment will be made as follows: 5.2.1 Payment of the Basic Services will be made in monthly progress payments in proportion to the quantum of services performed, orin accordance with any other schedule of payment mutually agreed upon by the parties, as. set forth in Exhibit "B", or within thirty (30) days of submission, in triplicate, of such requests if a schedule of payment is not specified. Final payment will be made by CITY after CONSULTANT has submitted all Deliverables, including without limitation, reports which have been approved by the project manager. 020606 syn 0072176 2 5.2.2 Payment of the Additional Services will be made in monthly progress payments for services rendered, within thirty (30) days of submission, in triplicate, of such requests. 5.2.3 No deductions will be made from CONSULTANT’s compensation on account of penalties, liquidated damages, or other sums withheld by CITY from payments to general contractors." SECTION 2. Except as herein modified, all other provisions of the Agreement, including any exhibits and subsequent amendments thereto, shall remain infull force and effect. IN WITNESS WHEREOF, the parties have by their duly authorized representatives executed this Amendment on the date first above written. ATTEST:CITY OF PALO ALTO City Clerk APPROVED AS TO FORM: Senior Asst. City Attorney APPROVED: Assistant City Manager Director of Administrative Services Mayor FLYNN & ASSOCIATES Name : ~"~r ~" ~ Title : Taxpayer I.D. No. Director of Utilities Risk Manager 020606 syn 0072176 STATE OF COUNTY OF CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) ) ) ) On ~/l~ ~I ~_~O,~ before me, the undersigned, a notary public Uin and for s~id County, personally appeared personally known to me (or proved to me on the bas~ of satisfactory evidence) to be the person(s) whose name(s) ~are ~scribed to the within instrument, an~l~acknowledged to me that she/they executed the s~ in.~/her/their authorized capacity(ies), and that by ~/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and offi~ Public 020606 syn 0072176 4