Loading...
HomeMy WebLinkAboutStaff Report 3731 City of Palo Alto (ID # 3731) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/10/2013 City of Palo Alto Page 1 Summary Title: Utilities Compliance Services Contract Title: Approval of Utilities Compliance Services Contract with Eric Scott, in an Amount Not to Exceed $100,000 for Managing Compliance Activities Covering Electric, Natural Gas, Water, and Wastewater Collection Utility Services From: City Manager Lead Department: Utilities Recommendation Staff recommends that Council approve and authorize the City Manager or his designee to execute the attached contract with Eric Scott, Energy Consultant, in a not-to-exceed amount of $100,000 for managing all City of Palo Alto Utilities (CPAU) compliance activities covering electric, natural gas, water, and wastewater collection utility services. While this is a not-to- exceed contract, all efforts will be made to hire a permanent Utilities Compliance Manager as soon as possible in order to minimize the total costs under this contract. Executive Summary The City is actively recruiting for the Utilities Compliance Manager position now with an anticipated start date for the successful candidate by September, 2013. Meanwhile, the recommended contract will allow the City to meet essential ongoing regulatory compliance obligations for the City’s gas, electric, water and wastewater utility services for a transitional period from June 10, 2013, until a full-time replacement Utilities Compliance Manager (Compliance Manager) is hired and trained. The contract will end no later than December 31, 2013. The consultant will also provide mentoring and support to the newly hired Compliance Manager to ensure a smooth transition. The not-to-exceed amount of this contract includes expenses related to meetings and events at which attendance by or representation of the City is significant or necessary for the City’s compliance obligations (and is approved by the Utilities Director), and assumes up to 500 hours of consultation at a rate of $165/hour ($82,500). Background The City’s utilities deliver services that are highly regulated by regional, state and federal City of Palo Alto Page 2 agencies. Failure to comply with regulations results in findings of violations accompanied by increased reporting requirements and monetary penalties of from $25/day (and/or imprisonment in a county jail) to $1,000,000/day depending on the regulating agency and where the agencies determine such to be appropriate. As a result of the increasing regulatory requirements, the City established a Compliance Manager position to manage the many compliance programs. The most qualified candidate would bring industry and regulatory experience in gas, electric, water and wastewater collection utilities. In 2011, the City hired a Compliance Manager, Eric Scott. During his tenure, Scott established and systematized the maze of external reporting requirements for the four regulated utilities through development of an internal system for tracking all of the Utilities regulatory reporting requirements; developed and coordinated the City’s responses to notifications of deficiencies from regulatory agencies including the Department of Transportation for the Gas Distribution Integrity Management Plan, the Public Awareness of Gas Safety, and the Gas Operator Qualification programs; the state’s Water Quality Control Board for sanitary sewer overflows; the state’s Department of Public Health Services for a reportable water quality (coliform) event; and discovered, reported and fixed certain electric reliability documentation and reporting deficiencies with the Western Electricity Coordinating Council. As a result of Scott’s efforts, during his tenure there have been no fines or penalties. Prior to establishing the Compliance Manager position and hiring Scott, there was no departmental focal point for managing all of the Utilities compliance obligations. Scott provided that focal point and was recognized as the point person both within Utilities and by regulatory agencies. After 19 months of full-time City service, Eric Scott elected to voluntarily leave the City, and pursue consulting. Since Scott’s departure, the City has hired him on a short-term ( 4 month, $50,000 contract to complete time-sensitive obligations until such time as a longer-term contract (6 month, 500 hours, $100,000), can be approved by the Council. The 4 month contract began on March 1, will be extinguished once this longer term contract is approved, and required a significant number of hours of consultation to meet immediate regulatory filing deadlines. The longer-term contract is the mechanism that bridges the department to the time a full-time regular Compliance Manager is hired and trained. Discussion In fiscal year 2010-11, CPAU added a Compliance Manager position to better manage the increasing regulatory compliance requirements in our utility services including electric, natural gas, water, and wastewater collection. Each individual utility service has its own compliance programs, reporting requirements, penalties for non-compliance, and safety and reliability goals. Penalties range from $25/day/violation (California Department of Public Health Services which regulates the water utility; Health and Safety code Section 116650) to $15,000/day (State Water Quality Control Board which regulates the wastewater collection utility; Water Code City of Palo Alto Page 3 Section 13350), to up to $1,000,000/day for violations deemed to be both high risk and severe by the North American Reliability Corporation which regulates the electric utility (NERC rules of Procedure, Appendix 4B). In addition to managing the regulatory compliance of our four utility operations, the Compliance Manager is responsible for addressing new developments and changes in legislation and requirements of various regulatory agencies governing our utilities. The Compliance Manager acts as the principal representative to regulatory agencies, partner cities, and State/Federal organizations including, Occupational Health and Safety Administration (OSHA), California Public Utilities Commission (CPUC), California Department of Public Health Services (CDPH), Regional Water Quality Control Board (RWQCB), State Water Quality Control Board, Federal Department of Transportation (DOT), Federal Energy Regulatory Commission, Environmental Protection Agency (EPA), California Energy Commission (CEC), Western Electricity Coordinating Council (WECC) and the North American Electric Reliability Corporation (NERC) for the City of Palo Alto. CPAU is actively recruiting the new Utilities Compliance Manager with the assistance of a professional recruiter to ensure a robust pool of candidates. The ideal replacement candidate will have (1) the technical knowledge of all of the utility services, (2) an ability to research/investigate, understand, and develop responses to regulations at all levels, (3) high initiative to identify and join various industry coalition efforts, and (4) a demonstrated ability to work internally with staff. To ensure the transition period for the new Compliance Manager occurs smoothly, CPAU anticipates that the new Compliance Manager may benefit from mentoring in one or more of the competencies. While the search for a replacement Compliance Manager is conducted, this not-to-exceed $100,000 contract, obtained through the competitive solicitation process, is recommended to backfill the compliance responsibilities and to train the new hire. The contractor will provide utilities compliance services during this transitional period and will also be responsible for further developing and implementing internal compliance programs to systematize our ability to respond to existing and new requirements. Scope of Services Description The consultant will manage ongoing compliance obligations for the following utility services: Electric: • Compliance with the Electric Reliability Standards as administered by the North American Electric Reliability Corporation and the Western Electricity Coordinating Council (WECC) including participation in new standard development/evaluation, self- certifications, violation self-reporting, violation resolution, mitigation plan development/implementation, internal compliance plan development /implementation City of Palo Alto Page 4 and participation in industry activities (WECC Compliance User’s Group and Western Interconnection Compliance Forum [WICF]). Identification of impacts of new regulations adopted by the Federal Energy Regulatory Commission. (Note: As a result of an audit conducted in 2008, the City was fined for violations relating to documentation required by the WECC which were not the result of actual safety incidents. More recently, under the initiative of the Compliance Manager, the City identified and self-reported documentation omissions to WECC and was able to avoid any fines.) • California Public Utilities Commission General Orders 95, 128, 165 and 174 dealing with rules for construction of overhead and underground electric facilities and inspection of electric distribution and substation facilities. Gas: • Compliance with federally mandated standards in regards to training and qualifications for inspectors (i.e. 49 CFR Parts 190, 191, 192 and 199). This includes oversight of preparation, revision and implementation of required compliance documents – Gas Operations & Maintenance Plan, Public Awareness Plan, Operator Qualification Plan and Distribution Integrity Management Plan as well as interaction with the Department of Transportation’s (DOT) Pipeline and Hazardous Material Safety Administration (PHMSA) regarding inspections and resolution of any probable violations. From 2009 to 2013, the City went through in-depth investigation and review of the City’s Gas Operator Qualification (OQ) program. While there have been no findings, the City expended significant staff and consultant time to bring its OQ program into compliance. The program requires not only regular maintenance including timely qualification and re-qualification of employees working on the City’s gas system, but also regular reporting and updated program submissions to the DOT which are overseen by the Compliance Manager. Water: • Compliance with drinking water regulations established by the California Department of Public Health (CDPH) under Titles 17 & 22 of the California Code of Regulations. CPAU must have plans addressing Water Quality Monitoring, Water System Operation and Disaster/Emergency Response and CDPH performs an annual inspection of the water system. Water quality is tested weekly. Any test results that exceed standards must be reported and mitigated according to California Code requirements Wastewater Collection: • Compliance with wastewater collection as regulated by the State Water Resources City of Palo Alto Page 5 Control Board and the San Francisco Bay Regional Water Quality Control Board under Order No. 2006-0003-DWQ (Sanitary Sewer Order) and Order No. 2008-0002-EXEC (Amended MRP). CPAU must maintain and implement a Sewer System Management Plan to be in compliance with these Orders. Sewer System Overflows must be properly documented, mitigated and reported and inspections of the sewer system and management plans are conducted by the agencies. Evaluation of Proposals CPAU issued a request for proposals (RFP) seeking a consultant to provide regulatory compliance services for our four heavily-regulated utilities. The RFP was posted on the City’s website and sent to four consulting firms. Two bids were submitted. The criteria used to evaluate the proposals included: technical expertise in each of the utility services – electric, natural gas, water, and wastewater collection; regulatory management experience; quality, performance, and effectiveness of the work plan; and cost. Eric Scott submitted one of the bids and staff recommends the contract be awarded to him because of his expertise in all four utilities, understanding of regulatory requirements, and commitment to mentor the new Compliance Manager. Summary of Solicitation Process Proposal Description Contract Utilities Compliance Manager Proposed Length of Contract: 1 Year Total Days to Respond to RFP: 3 weeks Pre-proposal Meeting Date: March 11, 2013 via Teleconference Number of Proposals Received: 2 Proposals Received from: Location (City, State) Selected for oral interview? Eric Scott, Energy Consultant Oakland, CA No Bureau Veritas of North America Sacramento, CA No Resource Impact Funding of $50,000 is available in the FY 2013 Utilities Administration Fund. The remaining $50,000 has been identified in the FY 2014 Utilities Administration Fund. The hourly rate for the services is $165 and includes expenses related to meetings and events at which attendance City of Palo Alto Page 6 by or representation of the City is significant or necessary for the City’s compliance obligations. Thus, all travel and expenses are included in the not-to-exceed contract of $100,000. The contract will accommodate up to 500 hours of consulting services and estimated $15,000 of travel and meeting expenses. Consulting services will be required in accordance with the City’s compliance obligations for its electric, natural gas, water, and wastewater collection utilities and to resolve any notices of violations received from any of the City’s regulators. Additional activities and tasks include devising and implementing a strategy leading to deregistration of the City from the NERC Reliability Standards; representing the City in negotiations with regulators as well as working within industry groups to influence the development of regulations; and assisting with the recruitment and development of the permanent replacement of the Utilities Compliance Manager. Policy Implications This contract does not represent any change to existing City policies. Attachments:  Attachment A: Contract (PDF) Professional Services Rev. June 2, 2010 CITY OF PALO ALTO CONTRACT NO. C13148908 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND ERIC R. SCOTT FOR PROFESSIONAL SERVICES This Agreement is entered into on this 10th day of June, 2013, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and ERIC R. SCOTT, a sole proprietor, located at 5900 Bagshotte Drive, Oakland, CA 94611 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to manage all CPAU compliance activities and obligations (“Project”) and desires to engage a consultant to provide these services in connection with the Project (“Services”). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through December 31, 2013 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. Professional Services Rev. June 2, 2010 SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A”, including both payment for professional services and reimbursable expenses, shall not exceed One Hundred Thousand Dollars ($100,000). The applicable rates and schedule of payment are set out in Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is attached to and made a part of this Agreement. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described in Exhibit “A”. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C-1”). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City’s project manager at the address specified in Section 13 below. The City will process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical expertis necessary to perform the Services required by this Agreement. CONSULTANT represents that it, has and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. N/A. SECTION 9. COST ESTIMATES. N/A. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an Professional Services Rev. June 2, 2010 independent contractor and not an agent or employee of the CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Eric Scott as the Project Supervisor to have supervisory responsibility for the performance, progress, and execution of the Services to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. The City’s project manager is Dave Yuan, Utilities Department, Administration Division, 250 Hamilton Avenue, Palo Alto, CA 94301, Telephone: (650)329-2522. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. The CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. Professional Services Rev. June 2, 2010 SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. Subject to Section 18.4, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys’ fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Professional Services Rev. June 2, 2010 Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification, CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Purchasing Manager during the entire term of this Agreement. 18.4: Limitation on Damages: Damages shall be limited in the aggregate to the full amount of insurance set forth herein plus one hundred thousand dollars ($100,000) during any twelve (12) month period, for any alleged breach or loss. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving thirty (30) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will discontinue its performance of the Services as of the date the notice becomes effective. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event that: (a) CITY substantially fails to perform; or (b) CITY agrees, based on CONSULTANT’s request and submission of appropriate documentation, to early termination due to changed circumstances that substantially interfere with CONSULTANT’s ability to perform. CITY shall not unreasonably withhold agreement under condition 19.2(b). 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 30 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: Professional Services Rev. June 2, 2010 To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the City’s Environmentally Preferred Purchasing policies which are available at the City’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of the City’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, Consultant shall comply with the following zero waste requirements:  All printed materials provided by Consultant to City generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a Professional Services Rev. June 2, 2010 minimum of 30% or greater post-consumer content paper, unless otherwise approved by the City’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable based inks.  Goods purchased by Consultant on behalf of the City shall be purchased in accordance with the City’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Office.  Reusable/returnable pallets shall be taken back by the Consultant, at no additional cost to the City, for reuse or recycling. Consultant shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. NON-APPROPRIATION 24.1. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 25. MISCELLANEOUS PROVISIONS. 25.1. This Agreement will be governed by the laws of the State of California. 25.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 25.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 25.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 25.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 25.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 25.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed 1.0 be a part of this Agreoment 25.8 If, plJl'Suant to this contract with CONSULT At'lT, City shares with CONSULTANT personal infolll1<.tion as defined in California Civil Code sectioll 1798.81.5(d) about II California resident ("Personal Tnformatioo"), CONSULTANT shall maintainreasanable and appropriate security procedures to protect that Personal Information, and sh!i11 inform City immedimely l1Pon learning that there has been a breach in the securiJy of the system or in the security ofthePersonal Information. CONSULTANT shall not use Personal hrfarm!ltion far diroot marketing purposes without City's express written consent. 25.9 All ul1checlced boxes do not apply to this agrooment. 25.10 The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. IN WlTNESS WHBREOF, the parties hereto have by their duly authorized representarivas e>;ecuted tflis Agreement on the date fi rBl above written. CITY OF PALO AL 1'0 Contracts Administrator APPROVED AS TO FORM: Senior Ass!. City Attorney Attachments: EXHIBIT ~ A"; EXHIBIT "B"; EXHIBIT "Cn : EXI-llBIT "C-l "; EXt-nEtT "D": SCOPE OF WORK SCHEDULE OF PERFORMANCE COMPENSATION SCfIEDULE OF RATES INSURANCE REQUIREMENTS f>t'ttJ'¢!lIionnl SurvicC1l HIW.4Ulll.i2,2fiUl Professional Services Rev. June 2, 2010 EXHIBIT “A” SCOPE OF SERVICES Description The City of Palo Alto Utilities Department (CPAU) requires CONSULTANT to manage all CPAU compliance activities for electric, natural gas, water, and wastewater collection utility services and obligations for a transitional period while CPAU management identifies, hires and prepares a replacement Utilities Compliance Manager to fill a recently created vacancy. Activities and Tasks 1. Manage ongoing compliance obligations for each utility service – electricity, natural gas, water, and wastewater collection. Electric:  Compliance with the Electric Reliability Standards as administered by the North American Electric Reliability Corporation and the Western Electricity Coordinating Council (WECC) including participation in new standard development/evaluation, self-certifications, violation self-reporting, violation resolution, mitigation plan development/implementation, internal compliance plan development/implementation and participation in industry activities (WECC Compliance User’s Group and Western Interconnection Compliance Forum [WICF]).  California Public Utilities Commission General Orders 95, 128, 165 and 174 dealing with rules for construction of overhead and underground facilities and inspection of distribution and substation facilities. Gas:  Compliance with federally mandated standards in 49 CFR Sections 40, 190, 191, 192 and 199. This includes oversight of preparation, revision and implementation of required compliance documents – Gas Operations & Maintenance Plan, Public Awareness Plan, Operator Qualification Plan and Distribution Integrity Management Plan and interaction with the Department of Transportation’s Pipeline and Hazardous Material Safety Administration regarding inspections and resolution of any probable violations. Water:  Drinking water is regulated by the California Department of Public Health (CDPH) under Titles 17 & 22 of the California Code of Regulations. CPAU must have plans addressing Water Quality Monitoring, Water System Operation and Disaster/Emergency Response and CDPH performs an annual inspection of the water Professional Services Rev. June 2, 2010 system. Water quality is tested weekly. Any test results that exceed standards must be reported and mitigated according to California Code requirements. Wastewater Collection:  Wastewater collection is regulated by the State Water Resources Control Board and the San Francisco Bay Regional Water Quality Control Board under Order No. 2006- 0003-DWQ (Sanitary Sewer Order) and Order No. 2008-0002-EXEC (Amended MRP) for Palo Alto Regional Collection System. CPAU must maintain and implement a Sewer System Management Plan to be in compliance with these Orders. Sewer System Overflows must be properly documented, mitigated and reported. 2. Manage all actions necessary to analyze, mitigate and resolve notices of violations received by CPAU for any utility service. 3. Develop and implement specific policy initiatives with respect to regulatory and compliance matters. For example, in conjunction with the City Attorney’s Office, devise and implement a strategy leading to deregistration of the City from the NERC Reliability Standards. 4. Identify and track all internal and external reporting obligations. 5. Provide advice and counsel to the Utilities Director as well as Engineering, Operations, Resource Management and Utility Customer Support Services personnel regarding specific compliance questions. 6. Represent CPAU at regulatory entity and industry events such as the WECC Compliance User Group Meetings, WICF Meetings and Bay Area Clean Water Agencies Meetings. 7. Assist the Utilities Director with putting in place a permanent replacement Utilities Compliance Manager. Provide mentoring and coaching to the replacement Utilities Compliance Manager. Deliverables 1. All required compliance management services, as described above, for the transitional period. 2. Mentoring and coaching services such that the replacement Utilities Compliance Manager is prepared to assume all responsibilities of the position by the end of the transitional period. Professional Services Rev. June 2, 2010 EXHIBIT “B” SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed. Milestones Completion No. of Days/Weeks From NTP 1. Electric December 31, 2013 2. Gas December 31, 2013 3. Water December 31, 2013 4. Wastewater December 31, 2013 5. Other December 31, 2013 Professional Services Rev. June 2, 2010 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement based on the hourly rate schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all services described in Exhibit “A” (“Services”) and reimbursable expenses shall not exceed $100,000. CONSULTANT agrees to complete all Services, including reimbursable expenses, within this amount. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Task 1 – All required compliance management services, $82,500 includes mentoring services Task 2 – Travel and Reimbursable Expenses $17,500 Includes: a.) Three WECC/WICF CUG Joint Meetings $ 5,000 b.) Two trips to WECC’s offices $ 3,000 c.) One trip to Washington, D.C. $ 3,000 d.) Unforeseen Travel $ 6,500 $ 17,500 Not to Exceed Amount $100,000 REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. Professional Services EXHIBIT “C-1” HOURLY RATE SCHEDULE Consultant Services $165 per Hour Professional Services EXHIBIT “D” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS Professional Services ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303