HomeMy WebLinkAbout2001-04-23 City Council (11)City of Palo Alto
City Manager’s Report
TO:HONORABLE CITY COUNCIL
FROM:CITY MANAGER DEPARTMENT: UTILITIES
DATE:
SUBJECT:
APRIL 23, 2001 CMR: 198:01
APPROVAL OF BUDGET AMENDMENT ORDINANCE TO
AWARD A CONTRACT TO PLANERGY INTERNATIONAL IN
THE AMOUNT OF $375,000 FOR THE EMERGENCY RENTAL OF
A 5-MEGAWATT BACK UP DIESEL GENERATOR AND TO
PROVIDE ADDITIONAL APPROPRIATIONS OF $150,000 FOR
CAPITAL IMPROVEMENT PROJECT NUMBER 9803, SYSTEM
RECONSTRUCTION AND IMPROVEMENTS
RECOMMENDATION
Staff recommends that Council:
1. Approve and authorize the Mayor to execute the attached contract with Planergy
International in the amount of $375,000 for the emergency, short-term rental of 5-
Megawatts (MW)of diesel back up generators and related engineering and
installation services.
Authorize the City Manager or his designee to negotiate and execute one or more
change orders to the contract with Planergy International for related, additional but
unforeseen work that may develop during the projectfor an additional amount that
will not exceed $30,000.
Approve the attached Budget Amendment Ordinance (BAO) in the amount of
$525,000 from the Electric Supply Rate Stabilization Reserve.
CMR 198 01 Page 1 of 4 ’
DISCUSSION
Because of the deteriorating energy situation in California, the City of Palo Alto Utilities
(CPAU) and the City Manager feel there is an urgent need to provide emergency back-up
generating resources within Palo Alto on a short-term basis. The CPAU proposes to
install 5 MW of diesel generators on a short-term basis and then replace the diesel
generators with 5 MW of natural gas-fired generators as soon as possible.
The diesel generators would be installed as soon as May 1,2001 and would be scheduled
for removal by August 1, 2001. The latest the diesel generators would be removed is
September 15,2001.
At this time, the City Council is requested to approve the Planergy contract for the diesel
generators. Staff will return at a later date to request approval for the natural gas fired
generators.
Project Description
The work to be performed under the contract is for the engineering, procurement and
construction related to the short-term rental of 5 MWs of portable back-up generators
(four units which are each 1350 kW) to be located at the City of Palo Alto Municipal
Service Center (MSC). Planergy International will be serving as the turn-key contractor
for this project. Planergy will provide the following services:
1)Procurement of 5 MWs of diesel generation at the MSC, and related engineering and
installation services
2)Three-month rental of the diesel-fired generators (four units which are each 1350
kW) to be used from May 1 to no later than September .15, 2001.
3) Maintenance services for the generators as required.
The 5 MW generators will be used during Stage 3 electric shortages when the California
Independent System Operator (ISO) has required Palo Alto to curtail load on the electric
system. The CpAU will use the back-up generator to reduce rolling blackouts for
customers.
Contractor Selection Process
Staff conducted an extensive survey of available equipment and equipment suppliers.
Based on this solicitation survey and the information received, staff has determined that
CMR: 198 01 Page 2 of 4
the Planergy International proposal is the best available option to provide the
engineering, procurement and installation, and maintenance services for this 5 MW
project. The Purchasing Department and CPAU have been involved with the selection of
Planergy International as the contractor and with the selection of the preferred generating
equipment for the project. The City Manager believes the project requires immediate
implementation in order to limit the severity and frequency of rolling blackouts for
summer 2001. Based on the market survey staff prepared a sole source authorization
request that was approved by the City Manager’s office.
RESOURCE IMPACT
The attached BAO requests an additional appropriation of expenses and has an impact of
$525,000 on the Electric Supply Rate Stabilization Reserve. There are no future year
ongoing costs anticipated as a result of this BAO. Attachment B summarizes the BAOs
approved to date in 2000-01 that impact Reserves. This attachment also estimates future
year ongoing costs associated with BAOs approved to date to provide a projection for the
future resource needs from the Utilities Rate.Stabilization.Reserves for those programs
approved after the adoption of the 2000-01 Budget.
The project costs to be included in fiscal year 2000-01 are the following:
Planergy International ($375,000)
¯Delivery, installation and teardown of diesel generators ($25,000)
¯Rental of the diesel generators (3 months) ($225,000)
¯Interconnection Equipment ($125,000)
City of Palo Alto Costs ($150,000)
¯ Electrical transformer, switches, and pole line required for the electrical connections
to the generators ($150,000). The existing Electric CIP 9803 will be increased by
$150,000.
The BAO will provide the required funding for this short-term contract. Funding for the
long-term generation contract (natural gas fired) will be included in the proposed budget
for 2001-03 and is contingent on Council adoption of the proposed budget.
POLICY IMPLICATIONS
This recommendation is consistent with existing City policies of providing highly reliable
electrical service to Utilities’ customers.
CMR:198:01 Page 3 of 4
ENVIRONMENTAL REVIEW
Because of the emergency nature of the present energy situation, the project for the
procurement of the short-term diesel generators is exempt under the California
Environmental Quality Act (CEQA), pursuant to section 15269 of the CEQA Guidelines.
These diesel units will be certified and registered with the California Air Resources
Board (CARB) as portable equipment and will not require a permit from the Bay Area
Air Quality Management District (BAAQMD).
CPAU staff and Planning Department staff are working together to complete the required
environmental reviews for the placement of four natural gas-fired generators (which will
replace the four emergency diesel-fired generators). Once the environmental review is
completed, the City Council will be asked to approve a contract for the procurement and
installation of the natural gas units. These natural gas units will be in-place for several
years or longer.
ATTACHMENTS
A:Budget Amendment Ordinance (to follow when item returns to Council)
B:Budget Amendment Ordinances Impacting the Electric Supply Rate Stabilization
Reserve Approved to Date in 2000-01 (to follow when item returns to Council)
C: Contract (to follow when item returns to Council)
D: Excerpt of Finance Committee Minutes from April 17, 2001
Kirk Miller, Resource Planner
DEPARTMENT HEAD:
CITY MANAGER APPROVAL:
ztor of Utilities
EMILY HAR~SON
~] Assistant Ci~¢Manager
CMR 198:01 Page 4 of 4
ORDINANCE NO.
ORDINANCE OF THE COUNCIL OF THE CITY OF PALO ALTO
AMENDING THE BUDGET FOR THE FISCAL YEAR 2000-01 TO
PROVIDE AN ADDITIONALAPPROPRIATION OF $375,000 FOR THE
SHORT-TERM RENTAL OF BACK-UP GENERATORS AND ASSOCIATED
SERVICES; AND $150,000 FOR CAPITAL IMPROVEMENT PROJECT
NUMBER 9803
WHER-EAS, pursuant tothe provisions of Section 12 of Article
III of the Charter of the City of Palo Alto, the Council on June 19,
2000 did adopt a budget for fiscal year 2000-01; and
WHEREAS, the Utilities Department has identified the immediate
need to mitigate the potential severity and frequency of rolling
blackouts expected for summer 2001, as well as a long term need of
unknown duration; and
WHEREAS, staff conducted an extensive survey of available
equipment and equipment suppliers and determined that a 5 megawatt
back-up generator could mitigate the impact of rolling blackouts;
and
WHEREAS, the City can contract with Planergy International on
an immediate, emergency basis for a short-term rental of 5 MW diesel
back-up generation (4 units @ 1350 kW), and associated engineering,
installation and maintenance services, and at a later date enter
into a further contract for long term back-up generation; and
WHEREAS, an additional appropriation of $375,000 is needed to
cover the unforeseen expenses relating to the procurement and
related contractual expenses of the short-term back-up generators;
and
WHEREAS, an additional appropriation to the System
Reconstruction and Improvements capital project, number 9803, is
needed to cover the City’s expenses for electrical switch and
connection equipment relating to this short-termback-up generator;
and
WHEREAS, the additional appropriation.of funds will derive
from the Electric Supply Rate Stabilization Reserve; and
WHEREAS, the additional appropriation of funds for this
emergency procurement is a one-time,cost; funding for the long-term
generator contract wilI be included in the proposed budget for 2001-
03, which will require future Council action; and no future year
ongoing costs relating to this short-term contract are anticipated;
and
WHEREAS, City Council authorization is needed to amend the
2000-01 budget as hereinafter set forth.
NOW, THEREFORE, the Council of the City of Palo Alto does
ORDAIN as follows:
SECTION i. The sum of Three Hundred Seventy-Five Thousand
Dollars ($375,000) is hereby.appropriated to non-salary expenses in
the Electric Distribution System Functional Area in the Utilities
Department, and the Electric Supply Rate Stabilization Reserve is
correspondingly reduced.
SECTION 2. The sum of One Hundred Fifty Thousand Dollars
($150,000) is hereby appropriated to Capital Improvement Project
Number 9803, System Reconstruction and Improvements, and the
Electric Supply Rate Stabilization Reserve is correspondingly
reduced.
SECTION 3. The appropriation transfers approved in sections
1 and 2 will reduce the Electric Supply Rate Stabilization Reserve
from $25,726,000 to $25,201,000.
SECTION 4. As specified in Section 2.28.080(a) of the Palo
Alto Municipal Code, a two-thirds vote of the City Council is
required to adopt this ordinance.
SECTION5. This emergency project has been determined to. be
exempt from the requirements of the California Environmental Quality
Act (CEQA) pursuant to Section 15269 of the CEQA Guidelines.
Appropriate environmental assessment will be done with regard to the
future long-term generator project.
SECTION 6. As provided in Section 2.04.350 of the Palo Alto
Municipal Code, this ordinance shall become effective upon adoption.
INTRODUCED AND PASSED:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
ATTEST:~APPROVED:
City Clerk Mayor
APPROVED AS TO FORM:
Senior Asst. City Attorney
City Manager
Director of
Services
Administrative
Director of Utilities
Attachment B
Budget Amendment Ordinances Impacting the Electric Supply Rate Stabilization Reserve Approved To Date in 2000-01
04112/01
Electric Fund
Estimated Eleclric Supply Rate Stabilization Reserve
(RSR Balance
Back-Up Generators BAO
Total BAOs
RSR Balance After BAO’s
$0 $0
$25,726,000
($525,000)
($525,000)
$25,201,000
$o
CONTRACT NO.
BETWEEN THE CITY OF PALO ALTO AND
PLANERGY SERVICES, INC. .FOR ENGINEERING,
CONSULTING, PROCUREMENT AND OPERATIONAL
SUPPORT SERVICES
This Contract No.is entered into ,
by and between the CITY OF PALO ALTO, a chartered city and a
municipal corporation of the State of California ("CITY"), and
PLANERGY SERVICES, INC., a Delaware corporation, located at 1003 W.
Cutting Blvd., Suite II0, Richmond, CA 94804-2028 ("CONTRACTOR").
RECITALS:
WHEREAS, CITY desires certain engineering, procurement
and construction services ("Services"), as more fully described in
Exhibit "A"; and
WHEREAS, CITY desires to engage CONTRACTOR, including its
employees, if any, in providing the Services by reason of its
qualifications and experience in performing such Services, and
CONTRACTOR has offered to provide the Services on the terms and in
the manner set forth herein;
NOW, THEREFORE, in consideration of the covenants, terms,
conditions, and provisions of this Contract, the parties agree:
SECTION 1 - TERM
i.i This Contract will commence on the date of its
e~ecution by CITY. The obligation of CONTRACTOR to perform the
Services will commence in accordance with the time .schedule set
forth in Exhibit "A". Time is of the essence of this Contract. In
the event that the Services are not completed within the specified
time schedule on account of CONTRACTOR’s default, CITY’s City
manager will have the option of extending the time schedule for any
period of time. This provision will not preclude the recovery of
damages for delay caused by CONTRACTOR.
SECTION 2 - QUALIFICATIONS,
CONTRACTOR
STATUS,AND DUTIES OF
2.1 CONTRACTOR represents and warrants that it has the
expertise and professional qualifications to furnish or cause to be
furnished the Services. CONTRACTOR further represents and warrants
that the project director and every individual charged with the
performance of the Services under this Contract are duly licensed
or certified by the State of California, to the extent such
licensing or certification is required by law to perform the
Services.
1
010418 syn 0072000
2.2 In reliance on the representation and warranty set
forth in Section 2.1, CITY hires CONTRACTOR to perform, and
CONTRACTOR covenants and agrees that it will furnish or cause to be
furnished, the Services.
2.3 CONTRACTOR will assign Dennis Roundtree as the
project director to have supervisory responsibility for the
performance, progress, and execution of the Services. If
circumstances or conditions subsequent to the execution of this
Contract cause the substitution of the project director for any
reason, the appointment of a substitute project director will be
subject to.the prior written approval of the project manager.
2.4 CONTRACTOR represents and warrants that it will:
2.4.1 Procure all permits and licenses, pay all
charges and fees, and give all notices which may be necessary and
incident to the due and lawful prosecution of the Services;
2.4.2 Keep itself fully informed of all existing and
future Federal, State of California, and local laws, ordinances,
regulations, orders, and decreeswhich may affect those engaged or
employed under this Contract, any materials used in CONTRACTOR’s
performance under, this Contract, or the performance of the
Services;
2.4.3 At all times observe and comply with, and cause
its employees and contractors (and consultants), if any, who are
assigned to the performance of this Contract to observe and comply
with, the laws, ordinances, regulations, orders and decrees
mentioned above; and
2.4.4 Will report immediately to the project manager,
in writing, any discrepancy or inconsistency it discovers in the
laws, ordinances, regulations, orders, and decrees mentioned above
in relation to any plans, drawings, specifications or provisions of
this Contract.
2.5 Any reports, information, data or other material
given to, or prepared or assembled by, CONTRACTOR or its
contractors, if any, under this Contract will become, the property
of. CITY and will not be made available to any :individual or
organization by CONTRACTOR or its contractors, if any, without the
prior written approval of the city manager.
2.6 CONTRACTOR will provide CITY with seven (7) copies
of the final report, if any, which may be required under this
Contract, upon completion and acceptance of each report by CITY.
2.7 If CITY requests additional copies of reports,
drawings, specifications or any other material which CONTRACTOR is
2
010418 syn 0072000
requi~ed to furnish in limited quantities in the performance of the~
Services, CONTRACTOR will provide such additional copies and CITY
will compensate CONTRACTOR for its duplication costs.
2.8 CONTRACTOR will be responsible for employing or
engaging all persons necessary to perform the Services. All
contractors of CONTRACTOR will be deemed to be directly controlled
and supervised by CONTRACTOR, which will be responsible for their
performance. If any employee or contractor of CONTRACTOR fails or
refuses to carry out the provisions of this Contract or appears to
be incompetent or to act in a disorderly or improper manner, the
employee or contractor will be discharged immediately from further
performance under this Contract on demand of the project manager.
SECTION 3 -DUTIES OF CITY
3.1 CITY will furnish or cause to be furnished the
specified services set forth in Exhibit "A" and such other
information regarding its requirements as may be reasonably
requested by CONTRACTOR.
3.2 The city manager will represent .CITY for all
purposes under this. Contract. John Ulrich is designated as the
project manager for the city manager. The project manager will
supervise the performance, progress, and execution of the Services,
and will be assisted by Kirk Miller, the Project Coordinator.
3.3 If CITY observes or otherwise becomes aware of any
default in ~he performance of CONTRACTOR, CITY will use reasonable
efforts to give written notice thereof to CONTRACTOR in a timely
manner.
SECTION 4 - COMPENSATION
4.1 In consideration of the full performance of the
Services by CONTRACTOR, CITY will pay CONTRACTOR in accordance with
Exhibit "B," at a total cost not to exceed three hundred seventy=
five thousand dollars ($375,000). CONTRACTOR may submit progress
billings for services performed and current monthly rental or lease
charges for payment within 30 days.
SECTION 5 -AUDITS
5.1 CONTRACTOR will permit CITY to audit, at any
reasonable time during the term of this Contract and for three (3)
years thereafter, CONTRACTOR’s records pertaining to matters
covered by this Contract. CONTRACTOR further agrees to maintain
and retain such records for at least three (3) years after the
expiration or earlier termination of this Contract.
3
010418 syn 0072000
SECTION 6 -INDEMNITY
6.1 CONTRACTOR agrees to protect, indemnify, defend and
hold harmless CITY, its Council members, officers, employees and
agents from any and all demands, claims, or liability of any
nature, including death or injury to any person, property damage or
any other loss, caused by or arising out of CONTRACTOR’s, its
officers’, agents’’, subcontractors’ or employees’ negligent acts,
errors, or omissions, or willful misconduct, or conduct for which
applicable law may impose strict liability on CONTRACTOR in the
performance of or failure to perform its obligations underthis
Contract.
SECTION 7 -WAIVERS
7.1 The waiver by either party of any breach or
violation of any covenant, term, condition or provision of this
Contract, or of the provisions of any ordinance or law, will not be
deemed to be a waiver of any other term, covenant, condition,
provi$ions, ordinance or law, or of any subsequent breach or
violation of the same or of any other term, covenant, condition,
provision, ordinance or law. The subsequent acceptance by either
party of any fee or other money which may become due hereunder will
not be deemed to be a waiver of any preceding breach or violation
by the other party of any term, covenant, condition or provision of
this Contract or of any applicable law or ordinance.
7.2 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 Contract.
SECTION 8 -INSURANCE
8.1 CONTRACTOR, at its sole cost and expense, will
obtain and maintain, in full force and effect during the term of
this Contract, the insurance coverage described in Exhibit "C",
insuring not only CONTRACTOR and its contractors, if any, but also,
with the exception of workers’ cgmpensation, employer’s liability,
and professional liability insurance, naming CITY as an additional
insured concerning CONTRACTOR’s performance under this Contract.
8.2 All insurance coverage required hereunder will be
provided through carriers with Best’s Key Rating Guide ratings of
A:VII or higher which are admitted to transact insurance business
in the State of California. Any and all contractors of CONTRACTOR
retained to perform Services under this Contract will obtain and
maintain, in full force and effect during the term of this
Contract, identical .insurance coverage, naming CITY as an
additional insured under such policies as required above.
010418 syn 0072000
8.3 Certificates of such insurance, preferably on the~
forms provided by CITY, will be filed with CITY concurrently with
the execution of this Contract. 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 altered by the insurer except after filing with
CITY’s city clerk thirty (30) days’ prior written notice of such
cancellation or alteration, and that the City of Palo Alto is named
as an additional insured except in policies of workers’
compensation, employer’s liability, and professional liability
insurance. Current certificates of such insurance will be kept on
file at all times during the term of this Contract with the city
clerk.
8.4 The procuring of such required policy or policies of
insurance will not be construed to limit CONTRACTOR’s liability
hereunder nor to fulfill the indemnification provisions of this
Contract. Notwithstanding the policyor policies of insurance,
CONTRACTOR 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 Contract, including such
damage, injury, or loss arising after the Contract is terminated or
the term has expired.
SECTION 9 -WORKERS’ COMPENSATION
9.1 CONTRACTOR, by executing this Contract, certifies
that it is aware of the provisions of the Labor Code of the State
of California which require every employer to be insured against
liability for workers’ compensation or to undertake self-insurance
in accordance with the provisions of that Code, and certifies that
it will comply with such provisions, as applicable, before
commencing the performance of the Services.
SERVICES
SECTION i0 -TERMINATION OR SUSPENSION OF CONTRACT OR
i0.I The city manager may suspend the performance of the
Services, in whole or in part, or terminate this Contract, with or
without cause, by giving thirty (30) days’ prior written notice
thereof to CONTRACTOR. Upon receipt of such notice, CONTRACTOR
will immediately discontinue its performance of the Services.
10’2 CONTRACTOR may terminate this Contract or suspend
its performance of the Services by giving thirty (30) daysI prior
written notice thereof to CITY, but only in the event of a
substantial failure of performance by CITY or in the event CITY
indefinitely withholds or withdraws its request for the initiation
or continuation of the Services to be performed.
10.3 Upon such suspension or termination by CITY,
CONTRACTOR will be paid for the Services actually rendered to CITY
5
010418 syn 0072000
on or before the effective date. of suspension or termination;
provided, however, if this Contract is suspended or terminated on
account of a default by CONTRACTOR, CITY will be obligated to
compensate CONTRACTOR only for that portion of the 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 her discretion.
10.4 Upon such suspension or termination, CONTRACTOR will
deliver to the city manager immediately any and all copies of
studies, sketches, drawings, computations, and other data, whether
or not completed, prepared by CONTRACTOR or its contractors, if
any,. or given to CONTRACTOR or its contractors, if any, in
connection with this Contract. Such materials will become, the
property of CITY.
10.5 The failure of CITY to agree with CONTRACTOR’s
independent findings, conclusions, or recommendations, if the same
are called for under this Contract, on the basis of differences in
matters of judgment, will not be construed as a failure on the part
of CONTRACTOR to fulfill its obligations under this Contract.
SECTION II -ASSIGNMENT
II.i This Contract is for the personal services of
CONTRACTOR, therefore, CONTRACTOR will not assign, transfer,
convey, or otherwise dispose of this Contract or any right, title
or interest in or to the same or any part thereof without the prior
written consent of CITY. A consent to one assignment willnot be
deemed to be a consent to any subsequent assignment. Any
assignment made without the approval of the.city manager will be
void and, at the option of the city manager, this Contract may be
terminated. This Contract will not be assignable by operation of
law.
SECTION 12 -NOTICES
12.1 All notices hereunder will be given in writing and
mailed, postage prepaid, by certified mail, addressed as follows:
To CITY:Officeof the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
To CONTRACTOR: Attention of the project director
at the address of CONTRACTOR recited
above
010418 syn 0072000
6
SECTION 13 -CONFLICT OF INTEREST
13.1 In accepting this Contract, CONTRACTOR 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.
13.2 CONTRACTOR further covenants that, in the
performance of this Contract, it will not employ any contractor or
person having such an interest. CONTRACTOR certifies that no
person who has or will have any financial interest under this
Contract~ 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.
SECTION 14 -NONDISCRIMINATION
14.1 As set forth in the Palo Alto Municipal Code, no
discrimination will be made in the employment of any person under
this Contract because of the age, race, color, national origin,
ancestry, religion, disability, sexual preference or gender of that
person. If the value of this Contract is, or may be, five thousand
dollars ($5,000) or more, CONTRACTOR agrees to meet all
requirements of the Palo Alto Municipal Code pertaining to
nondiscrimination in employment, including completing the requisite
form furnished by CITY and set forth in Exhibit "D".
14.2 CONTRACTOR agrees that each contract for services
with an independent provider will contain a provision substantially
as follows:
"[Name of Provider] will provide CONTRACTOR with -a
certificate stating that [Name of Provider] is currently
in compliance with all Federal and State of California
laws covering nondiscrimination in employment; and that
[Name of Provider] will not discriminate in the
employment of any person under this contract because of
the age, race, color, national origin, ancestry,
religion, disability, sexual preference or gender of such
person."
14.3 If CONTRACTOR is found in violation of the.
nondiscrimination provisions of the State of California Fair
Employment Practices Act or similar provisions of Federal law or
executive order in the performance of this Contract, it will be in
default of this Contract. Thereupon, CITY will have the power to
cancel or suspend this Contract, in whole or in part, or to deduct
the sum of twenty-f~ve dollars ($25) for each person for each
calendar day during which such person was subjected to acts of
discrimination, as damages for breach of contract, or both. Only
010418 syn 0072000
’a finding of the State of California Fair Employment Practices
Commission or the equivalent federal agency or officer will
constitute evidence of a breach of this Contract.
SECTION 15 -MISCELLANEOUS PROVISIONS
15.1 CONTRACTOR represents and warrants that it has
knowledge of the requirements of the Americans with Disabilities
Act of 1990, and the Government Code and the Health and Safety Code
of the State of California, relating to access to public buildings
and accommodations for disabled persons, and relating to facilities
for disabled persons. CONTRACTOR will comply with or ensure by its
advice that compliance with such provisions will be effected in the
performance of this Contract.
15.2 This Contract will be governed by the laws of the
State of California, excluding its conflicts of law.
15.3 In the event hhat an action is brought, the parties
agree that trial of such action will be vested exclusively in the
state courts of California or in the United States District Court
for the Northern District of California in the County of Santa
Clara, State of California~
15.4 The prevailing party in any action brought to
enforce the provisions of this Contract may recover its reasonable
costs and attorneys’ fees expended in connection with that action.
15.5 This document represents the entire and integrated
agreement between the parties and supersedes all prior negotia-
tions, representations, and contracts, either written or oral.
This document may be amended only by a written instrument, which is
signed by the parties.
15.6 All provisions of this Contract, whether covenants
or conditions, will be deemed to be both covenants and conditions.’
15.7 The covenants, terms, conditions and provisions of
this Contract will apply to, and will bind, the heirs, successors,
executors, administrators, assignees, and contractors, as the case
may be, of the parties.
15.8 If a court of competent jurisdiction finds or rules
that any provision of this Contract or any amendment thereto is
void or unenforceable, the unaffected provisions of this Contract
and any amendments thereto will remain in full force and effect.
15.9 All exhibits referred to in this Contract and any
addenda, appendices, attachments, and schedules which, from time
to time, may be referred to in any duly executed amendment hereto
are by such reference incorporated in this Contract and will be
deemed to be a part of this Contract.
010418 syn 0072000
15.10 This Contract may be executed ±n any number of
counterparts, each of which will be an original, but all of which
together will constitute one and the same instrument.
15.11 This Contract is subject to the fiscal provisions
of the Charter of the City of Palo Alto .and the Palo Alto Municipal
Code. This Contract 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 Contract are no longer
available. This Section 15.11 shall take precedence in the event
of a conflict with any other covenant, term, condition, or
provision of this Contract.
IN WITNESS WHEREOF, the parties hereto have by their duly
authorized representatives executed this Contract 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
Mayor
PLANERGY SERVICES, INC.
By:
Name:
Title:
By:
Name:
Title:
Taxpayer Identification No.
680-138-424
Director of Administrative
Services
Director of Utilities
Risk Manager
(Compliance with Corp. Code § 313 is
required if the entity on whose behalf
this contract is signed is a corporation
In the alternative, a certified corporate
resolution attesting to the signatory
authority of the individuals signing in
their respective capacities is acceptable)
010418 syn 0072000
Attachments :
EXHIBIT "A":
EXHIBIT "B":
EXHIBIT "C":
EXHIBIT "D":
SCOPE OF PROJECT &TIME SCHEDULE
RATE SCHEDULE
INSURANCE
NONDISCRIMINATION COMPLIANCE FORM
010418 syn 0072000
10
CERTIFICATE OF ACKNOWLEDGEMENT
(Civil Code § I189)
STATE OF )
) SS.
COUNTY OF )
On ,2001, before me,,
a Notary Public in and, for said County and State, personally
appeared , personally known to me
or proved to me on the basis of 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 instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature of Notary Public
010418 syn 0072000
11
CERTIFICATE OF ACKNOWLEDGEMENT
(Civil Code § 1189)
STATE OF )
) SS.
COUNTY OF )
On , 2001, before me,
, a Notary Public in and for said County and State, personally
appeared , personally known to me
or proved to me on the basis of 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 instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature of Notary Public
010418 syn 0072000
12
Exhibit A: Scope of Services and Time Schedule - Diesel Generator
The Scope of Work includes the following:
Planergy Services Inc shall provide the following services to evaluate, engineer, provide, install,
maintain and operate (1) Emergency generating plant approximately 5 MW capacity Services
shall be limited to the following unless changes in scope are approved in writing by both parties
Evaluation
~" Obtain equipment and technical proposals from qualified vendors
~ Make acquisition
Engineering/Project Management
~Site survey to determine installation requirements
~Provide required electrical, mechanical and site plan drawings
~Obtain building permits as required
~.Project management for all phases of project
Diesel System
o:o Site preparation for temporary trailer-mounted diesel generating sets
¯ :. Electrical
~Installation of generator parallel bus and connection to utility-provided transformers and
parallel bus
¯ :. Receive and set diesel generator sets
¯ ~. Startup and testing of diesel system
°~° Diesel system operator training
¯ :. Fill fuel tank
¯ :o Decommissioning, teardown and removal of diesel system
Diesel Generator System Bill of Materials
Planergy will provide (4) Cummins 1500 kW trailer-mounted generators (model KTA50-G9)
with parallel switchgear for this application. An equipment sheet is attached
Operation and Maintenance
Planergy will provide operation and maintenance at a level to be determined by mutual
agreement between Planergy and the City Planergy to provide all routine maintenance for the
rental period as part of this contract Level of operational support to be determined Operation
and maintenance personnel to be charged on time-and-material basis as set forth in attached
schedule of charges
Substitution of Equipment, Materials or Services
Planergy reserves the right to substitute or modify equipment, materials and services provided
under this contract with the written consent of the Project Manager designated by the City if such
substitution is required or desirable to meet project requirements, enhance value to the City or if
original offering becomes unavailable
Timeline
Due to the fast-track nature of this project, all scheduling is on an "ASAP" basis and the attached
timeline is a good-faith estimate Normal completion for a project of this type is much longer
Planergy does not accept responsibility for delays due to circumstances beyond our control,
including but not limited to manufacturing delays, shipping delays or other unforeseeable delays
Refer to Force Majeure clause of our terms and conditions for details
Step
Contract signing
Site Survey
Generation equipment vendor proposal solicitation
Generation equipment vendor selection
Complete engineering and permit drawings
Obtain CARB certification and CARB registration
Installation and commissioning of diesel system
Removal of diesel system
Site mitigation after removal
*Contingent on contract signing date
Initiate Complete
4/24/01
3/28/01 3/28/01
3/28/01 4/3/01
4/4/01 *4/12/01
4/4/01 *4/18/01
4/6/01 4/18/01
4/26/01"5/1/01
9/15/01 9/22/01
10/1/01 TBD
Exhibit B: Rate Schedule
This project is being completed on a time-and-materials basis with a Guaranteed
Maximum Price (GMP), subject to the following rates, fees and markups:
Vice President, Onsite Power Generation
Senior Engineer/Project Manager
Purchasing/Logistics Support
Adminstrative
$135.00 per hour
$110 00 per hour
$75.00 per hour
$55,00 per hour
Travel and misc expenses
Markup on subcontract labor
Markup on rental
Markup on equipment
Markup on freight
actual cost +20%
actual cost +20%
actual cost +20%
actual cost +20%
actual cost + 0%
Note that markup calculation is based on specialized nature of the project and fast track
schedule
Guaranteed Maximum Price
Monthly Rental of Diesel.Generator (including markup)
Guaranteed Maximum Price (contract total)
$79,200/month
$375,OOO
All other costs will be based upon the Rate Schedule above