Loading...
HomeMy WebLinkAbout2001-11-13 City Council (12)TO: City of Palo Alto City Manager’s Report HONORABLE CITY COUNCIL FROM:CITY MANAGER DEPARTMENT: UTILITIES DATE:NOVEMBER 13, 2001 CMR:385:01 SUBJECT:APPROVAL OF CONTRACTS WITH SALAS O’BRIEN ENGINEERS; BROWN, VENCE AND ASSOCIATES; AND ENCON ENERGY CONSERVATION COMPANY IN THE AMOUNT OF $200,000 FOR RESOURCE EFFICIENCY SERVICES TO UTILITY COMMERCIAL AND INDUST~AL CUSTOMERS RECOMMENDATION Staff recommends that Council approve and authorize the Mayor to execute the attached three contracts with Salas O’Brien Engineers; Brown, Vence and Associates; and Encon Energy Conservation Company in the total amount of $200,000 to provide resource efficiency services on an as-needed basis to commercial and industrial customers of the Utilities Department over the next three years. DISCUSSION For over ten years, the Utilities Department has provided consultant assistance to its high revenue commercial and industrial customers to identify water and energy resource efficiency projects. Projects are defined on an as-needed basis by Utilities staff and customers. Customer selection and qualification is made on a first-come, first-served basis. The project’s scope of work, deliverables, cost, and schedule are jointly developed with Utilities and the customer. Project costs are either paid in full by Utilities, or shared with the customer. Typical projects include: comprehensive energy and water audits, new construction design review services, and detailed efficiency recommendations for air- conditioning, lighting, motors, controls, and process equipment. Selection Process Staff sent a request for proposals (RFP) to ten consulting firms on February 5, 2001. The goal of the request for proposal was to select up to three consultants to acquire the CMR:385:01 Page 1 of 3 breadth of skills and services to meet the needs of both large and small non-residential Utilities’ customers. Three firms are desired in order to retain expertise in a variety of efficiency services, as well as to quickly respond to customer’s needs if one consultant is unavailable. The proposal period was twenty two days. A total of two firms submitted proposals. Firms that did not submit proposals provided the following reasons: too busy, and not enough time to prepare a proposal. These reasons were caused by the energy crisis and the high demands on energy consultants in the early part of 2001. Utilities Marketing Services and Purchasing Staff decided to re-issue the Request for Proposal (RFP) and allow a longer proposal period with the intention of receiving more proposals. The same RFP was releaSed to the same ten consulting firms on March 15, 2001, and the proposals were due June 26, 2001. Three qualifying proposals were received. Two proposals were from firms who previously provided efficiency services under contract with the City. A selection team consisting of Utilities Marketing Services staff reviewed the proposals. Because two firms had been under contract with Utilities in the past, the third firm was invited for an interview. The selection team evaluated each firm’s qualification and submittal in response to the RFP using the following criteria: relevant experience, qualifications of staff, completeness of proposal, ability to respond to task assignments and accessibility, and cost. Based upon the evaluation of these proposals, staff recommends that contracts be issued to Salas O’Brien Engineers; Brown, Vence and Associates; and Encon Energy Conservation Company. RESOURCE IMPACT Funds for the blanket order are included in the FY 2001-2002 Utilities Operating Budget. POLICY IMPLICATIONS This report does not represent any change to existing City policies. Resource Efficiency consultant services support the Utilities Strategic Plan objective to, "Enhance customer satisfaction by delivering valued products and services" and the Strategic Plan’s Strategy No. 7 to "Implement programs that improve the quality of the environment." Resource efficiency consultant services also support Comprehensive Plan policies N-47, "Optimize energy conservation and efficiency in new and existing residences, businesses and industries in Palo Alto" and N-64, "Encourage continuation of public education programs addressing energy conservation and efficiency." CMR:385:01 Page 2 of 3 ENVIRONMENTAL REVIEW This is not a project under the California Environmental Quality Act (CEQA) and is not subject to CEQA requirements. ATTACHMENTS Attachment A: Attachment B: Attachment C: Attachment D: Contract with Salas O"Brien Engineers, Inc., Number Contract with Brown, Vence and Associates, Inc., Number Contract with Encon Energy Conservation, Inc., Number Request for Proposal RFP # 115905/06 PREPARED BY:Lindsay Joye, Marketing Engineer DEPARTMENT HEAD APPROVAL: Director of Utilities CITY MANAGER APPROVAL: CHRIS Assistant to the City Manager CMR:385:01 Page 3 of 3 CONTRACT NO. BETWEEN THE CITY OF PALO ALTO AND SALAS O’BRIEN ENGINEERS, INC. FOR CONSULTING SERVICES ATTACHM~ This Contract No. is entered into , by and between the CITY OF PALO ALTO, a chartered hity and a municipal corporation of the State of California ("CITY"), and SALAS O’BRIEN ENGINEERS, INC., a California corporation, located at 305 South IIth Street, San Jose, CA 95112 ("CONSULTANT"). RECITALS: WHEREAS, CITY desires certain professional consulting services ("Services") and the preparation and delivery of, without limitation, one or more sets of documents, drawings, maps, plans, designs, data, calculations, surveys, specifications, schedules or other writings ("Deliverables") (Services and Deliverables are, collectively, the "Project"), as more fully described in Exhibit "A"; and WHEREAS, CITY desires to engage CONSULTANT, including its employees, if any, in providing the Services by reason of its qualifications and experience in performing the Services, and CONSULTANT has offered to complete the Project on the terms and in the manner set forth herein; NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Contract, t~he parties agree: SECTION I. TERM I.I This Contract will commence on the date of its execution by CITY, and wil! terminate upon the completion of the Project, unless this Contract is earlier terminated by CITY. Upon the receipt of CITY’s notice to proceed, CONSULTANT will commence work on the initial and subsequent Project tasks in accordance with the time schedule set forth in Exhibit "A". Time is of the essence of this Contract. In the event that the Project is not completed within the time required through any fault of CONSULTANT, 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 CONSULTANT. // // // 1 011002 sm 0052845 SECTION 2.SCOPE OF PROJECT; CHANGES & CORRECTIONS 2.1 The scope of Services and Deliverables constituting the Project will be performed, delivered or executed.by CONSULTANT under the phases of the Basic S@rvices as described below. 2.2 CITY may order substantial changes in the scope or character of the Basic Services, the Deliverables, or the Project, either decreasing or increasing the amount of work required of CONSULTANT. In the event that such changes are ordered, subject to the approval of. CITY’s City Council, as may be required, CONSULTANT wil! be entitled to full compensation for all work performed prior to CONSULTANT’s receipt of the notice of change and further will be entitled to an extension of the time schedule. Any increase in compensation forsubstantial changes will be determined in accordance with the provisions of 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 is agreed to, in writing, by CITY before CONSULTANT commences the performance of any such change in work. 2.3 Where the Project entails the drafting and submission of Deliverables, for example, construction plans, drawings, and specifications, any and all errors, omissions, or ambiguities in the Deliverables, which are discovered by CITY before invitations to bid on a construction project (for which the Deliverables are required) are distributed by CITY, will be corrected by CONSULTANT at no cost to CITY, provided CITY gives notice to CONSULTANT. 2.4 Any and all errors, omissions, or ambiguities in the Deliverables, which are discovered by CITY after the construction contract is awarded by CITY, will be performed by CONSULTANT, as follows: (a) at no cost to CITY insofar as those Services, including the Basic Services or the Additional Services, as described below, or both, wil! result in minor or nonbeneficial changes in the construction work required of the construction contractor; or (b) at CITY’s cost insofar as those Services, including the Basic Services or the Additional Services, or both, will add a direct and substantial benefit to the construction work required of the construction contractor. The project, manager in the reasonable exercise of his or her discretion will determine whether the Basic Services or the Additional Services, or both, wil! contribute minor or substantial benefit to the construction work. SECTION 3. CONSULTANT QUALIFICATIONS, STATUS, AND DUTIES OF 3.1 CONSULTANT represents and warrants that it has the expertise and professiona! qualifications to furnish or cause to be O11002 sm 0052845 furnished the Services and Deliverables. CONSUL2ANT further represents and warrants that the project director and every individual, including any consultant (or contractors), charged with the performance of the Services 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, and that the Project-will be executed by them or under their supervision. CONSULTANT will furnish to CITY for approval, prior to execution of this Contract, a list of all individuals and the names of their employers or principals to be employed as consultants. 3.2 In reliance on the representations and warranties set forth in this Contract, CITY hires CONSULTANT to execute, and CONSULTANT covenants and agrees that it will execute or cause to be executed, the Project. 3.3 CONSULTANT will assign as the project director to have supervisory responsibility for the performance, progress, and execution of the Project. will be assigned as the project coordinator who will represent CONSULTANT during the day-to-day work on the Project. ~f circumstances or conditions subsequent to the execution of this Contract cause the substitution of the project director or project coordinator for any reason, the appointment of a substitute project director or substitute project coordinator will be subject to the prior written approval of the project manager. 3.4 CONSULTANT represents and warrants that it will: 3.4.1 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 Project; 3.4.2 Keep itself fully informed of all existing and future Federal, 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 employees 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 3.4.4 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 the Deliverables. 3.5 Any Deliverables given to, or prepared or assembled by, CONSULTANT or its consultants, if any, under this Contract will 011002 sm 0052845 become the property of CITY and will not be made available to any individual or organization by CONSULTANT or its consultants, if any, without the prior written approval of the city manager. 3.6 CONSULTANT will ~rovide CITY with two (2) copies of any documents which are a., part of the Deliverables 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 additiona! copies and CITY will compensate CONSULTANT for its duplicating costs. 3.8 CONSULTANT will be responsible for employing or engaging all persons necessary to execute the Project. All consultants of CONSULTANT will be deemed to be directly controlled and supervised by CONSULTANT, which will be responsible for their performance. If any employee or consultant of CONSULTANT 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 consultant will be discharged immediately from further performance under this.Contract on demand of the project manager. 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 emp!oyees of CITY. 3.10 CONSULTANT will perform or obtain or cause to be performed or obtained any and all of the following Additional Services, not included under the Basic Services, if so authorized, in writing, by CITY: 3.10.1 Providing services as an expert witness in connection with any public hearing or meeting, arbitration proceeding,or proceeding of a court of record; 3.10.2 Incurring travel and subsistence expenses for CONSULTANT and its staff beyond those normally required under the Basic Services; 3.10.3 Performing any other Additional Services that may be agreed upon by the parties subsequent to the execution of this Contract; and 3.11 CONSULTANT will be responsible for employing all consultants deemed necessary to assist CONSULTANT in the performance of the Services. The appointment of consultants must be approved, in advance, by CITY, in writing, and must remain acceptable to CITY during the term of this Contract. // O11002 sm 0052845 SECTION 4. DUTIES 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 th~ Project as may be reasonably requested by CONSULTANT. 4.2 CITY will review and approve, as necessary, in a timely manner the Deliverables and each phase of work performed by CONSULTANT. CITY’s estimated time of review and approval wil! be furnished to CONSULTANT at the time of submission of each phase of work. CONSULTANT acknowledges and understands that the interrelated exchange of information among CITY’s various departments makes it extremely difficult .for CITY to firmly establish the time of each review and approval task. CITY’s failure to review and approve within the estimated time schedule will not constitute a default under this Contract. 4.3 The city manager will represent CITY for all purposes under this Contract. Lindsay Joye is designated as the project manager for the city manager. The project manager will supervise the performance, progress, and execution of the Project, and will be assisted by Tom Auzenne, the ~Manager of Utilities Marketing Services. 4.4 If CITY observes or otherwise becomes aware of any default in the performance of CONSULTANT, CITY will use reasonable efforts to give written notice thereof to CONSULTANT in a timely manner. SECTION 5. COMPENSATION 5.1 CITY will compensate CONSULTANT for the following services and work: 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 Seventy Five Thousand Dollars ($75,000). 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 maximum amount set forth in this Section. The fees of the consultants, who have direct contractua! relationships with CONSULTANT, will be approved, in advance, by CITY. CITY reserves the right to refuse payment of such fees, if such prior approval is not obtained by CONSULTANT. 5.1.2 The full p~yment 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 wil! be made within thirty (30) days of submission by CONSULTANT of a O11002 sm 0052845 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. 5.2 The schedule of payments 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. 5.2.2 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 6. ACCOUNTING, AUDITS, OWNERSHIP OF RECORDS 6.1 Records of the direct personnel expenses and expenses incurred in connection with the performance of Basic Services and Additional Services pertaining to the Project will be prepared, maintained, and retained by CONSULTANT in accordance with generally accepted accounting principles and will be made available to CITY for auditing purposes at mutually convenient times during the term of this Contract and for three (3) years following the expiration or earlier termination of this Contract. 6.2 The originals of the Deliverables prepared by or under the direction of CONSULTANT in the performance of this Contract will become the property of CITY irrespective of whether the Project is completed upon CITY’s payment of the amounts required to be paid to CONSULTANT. These originals will be delivered to CITY without additional compensation. CITY will have the right to utilize any final and incomplete drawings, estimates, specifications, and any other documents prepared hereunder by CONSULTANT, but CONSULTANT disclaims any responsibility or liability for any alterations or modifications of such documents. SECTION 7. INDEMNITY 7.1 CONSULTANT agrees to protect, indemnify, defend and hold harmless CITY, its Counci! members, officers, emp!oyees and agents, from any and all demands, claims, or liability of any O11002 sm 0052845 nature, including death or injury to any person, property damage or any other loss, caused by or arising out of CONSULTANT’s, its officers’, agents’, consultants’ or emp!oyees’ negligent acts, errors, or omissions, or willful misconduct, or conduct for which applicable law may impose strict liability on CONSULTANT in the performance of or failure .to perform its obligations under this Contract. SECTION 8.WAIVERS 8.1 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 such covenant, term, condition, provision, ordinance, or law or of any subsequent breach or violation of the same or of any other covenant, term, 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 covenant, term, condition or provision of this Contract or of any applicable law or ordinance. "- 8.2 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 9. INSURANCE 9.1 CONSULTANT, 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 CONSULTANT and its consultants, if any, but also, with the exception of workers’ compensation, emp!oyer’s liability and professional liability insurance, naming CITY as an additional insured concerning CONSULTANT’s performance under this Contract. 9.2 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 consultants of CONSULTAN[ retained to perform Services under this Contract will obtain anc~ 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. 9.3 Certificates of such insurance, preferably on the forms provided by CITY, wil! be filed with CITY concurrently with the execution of this Contract. The ce,=ificates 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 O11002 sm 0052845 the CITY’s city clerk thirty (30) days prior written nmtice 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 certificate~ of such insurance wil! be kept on file at all times during the term of this Contract with the city clerk. 9.4 The procuring of such required policy or pollcies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Contract. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Contract, including such damage, injury, or loss arising after the Contract is terminated or the term has expired. SECTION I0. WORKERS’ COMPENSATION i0.i CONSULTANT, 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 Project. PROJECT SECTION II.TERMINATION OR SUSPENSION OF CONTRACT OR ii.I The city manager may suspend the execution of the Project, in whole or in part, or terminate this Contract, with or without cause, by giving thirty (30) days prior written notice thereof to CONSULTANT, or immediately after submission to CITY by CONSULTANT of any completed item of Basic Services. Upon receipt of such notice, CONSULTANT will immediately discontinue 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 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 Basic Services or the execution of the Project. 11.3 Upon such suspension or termination by CITY, CONSULTANT will be compensated for the Basic Services and Additional Services performed and Deliverables received and approved prior to receipt of written notice from CITY of such suspension or abandonment, together with authorized additional and 011002 sm 0052845 reimbursable expenses then due. If the Project is res.umed after it has been suspended for more 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 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 in the reasonable exercise of her discretion. 11.4 In the event of termination of this Contract or suspension of work on the Project by CITY where CONSULTANT is not in default, CONSULTANT will receive compensation as follows: 11.4.1 For approved items of services, CONSULTANT will be compensated for each item of service fully performed in the amounts authorized under this Contract. 11.4.2 For approved items of services on which a notice to proceed is issued by CITY, but which are not fully performed, CONSULTANT will be compensated for each item of servi~e in an amount which bears the same ratio to the total fee otherwise payable for the performance of the service as the quantum of service actually rendered bears to the services necessary for the full performance of that item of service. 11.4.3 The total compensation payable under the preceding paragraphs of this Section will not exceed the payment specified under Section 5 for the respective items of service to be furnished 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 completed, prepared by CONSULTANT or 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. ii.6 The failure of CITY to agree with CONSULTANT’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 CONSULTANT to fulfill its obligations under this Contract. SECTION 12. ASSIGNMENT 12.1 This Contract is for the personal services of CONSULTANT, therefore, CONSULTANT 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 will not be O11002 sm 0052845 deemed to be a consent to any subsequent assignment. Any assignment made without the approval of CITY 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 ~13. NOTICES 13.1 All notices hereunder will be given, in writing, and mailed, postage prepaid, by certified mail, addressed as follows: To CITY:Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 14. CONFLICT OF INTEREST 14.1 In accepting this Contract, 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. 14.2 CONSULTANT further covenants that, in the performance of this Contract, it will not employ contractors or persons having such an interest mentioned above. .CONSULTANT certifies that no one who has or will have any financial interest under this Contract is an officer or employee of CITY; this provision wil! be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code .of the State of California. SECTION 15. NONDISCRIMINATION 15.1 As set forth in the Palo Alto Municipal Code, no discrimination will be made in the employment of persons under this Contract because of the age, race, color, national origin, ancestry, religion, disability, sexual preference or gender of such person. If the value of this Contract is, or may be, five thousand dollars ($5,000) or more, CONSULTANT 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". 15.2 CONSULTANT agrees that each contract for services from independent providers will contain a provision substantially as follows: O11002 srn 0052845 10 "[Name of Provider] will provide CONSULTANT with a certificate stating that [Name of Provider] is currently in compliance with ail Federal and State of ~alifornia 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." 15.3 If CONSULTANT 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-five dollars ($25) for each person for each calendar day during which such person was subjected ~o discrimination, as damages for breach of contract, or both. Only a finding of the State of California Fair Employment Practices Commission or the equivalent federal agency or officer wil! constitute evidence of a breach of this Contract. SECTION 16.MISCELLANEOUS PROVISIONS 16.1 CONSULTANT represents and warrants that it has knowledge of the requirements of the federal 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. CONSULTANT will comply with or ensure by its advice that compliance with such provisions will be effected pursuant to the terms of this Contract. 16.2 Upon the agreement of the parties, any controversy or claim arising out of or relating to this Contract may be settled by arbitration in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. 16.3 This Contract will be governed by the laws of the State of California, excluding its conflicts of law. 16.4 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 or in the United States District Court O11002 sm 0052845 1! f6r the Northern District of California in the County of Santa Clara, State of California. 16.5 The prevailing party in any action brought to enforce the terms of this Contract or arising out of this Contract may recover its reasonable~costs and attorneys’ fees expended in connection with that action. 16.6 This document represents the entire and integrated Contract 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. 16.7 Al! provisions of this Contract, whether covenants or conditions, will be deemed to be both covenants and conditions. 16.8 The covenants, terms, conditions and provisions of this Contract wil! apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants, as the case may be, of the parties. 16.9 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. 16.10 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. 16.11 This Contract may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one and the same instrument. 16.12 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 fisca! 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 16.12 will take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Contract. II II O11002 sm 0052845 12 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: City Attorney APPROVED: Assistant City Manager Mayor SALAS O’3, INC. By: Name: Title: Director of Administrative Services Director of Utilities Risk Manager Name: ~ O~ T ~ ~--~-- Title: Taxpayer Identification No., Attachments: (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) EXHIBIT "A": EXHIBIT "B": EXHIBIT "C": EXHIBIT "D": SCOPE OF PROJECT &TIME SCHEDULE RATE SCHEDULE INSURANCE NONDISCRIMINATION COMPLIANCE FORM 13 011002 sm0052845 CERTIFICATE OF ACKI~OWL~D~NT (Civil Code § 1189) On ~~/~ , 2001, before me, the undersigned, a personally appeared ~y Pj!blic in an~ for said~c°untv and State, me-4~r p~oved to me on the basis of satisfactory evidence to be the person(s) whose name(s) i~s~/are subscribed to the within instrument and acknowledged to me that heT~/they executed the same in his/her/their authorized capacity(ies), and that by h-i-~r/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. Cornmi~ion # 12434~ ~ ///~/~~ Notary PUiDIiC - Califo~ ~Signature of Notary Public O11002 sm 0052845 14 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF )-~ COUNTY OF ) On , 2001, before me, the undersigned, 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 O11002 sm 0052845 15 1.OBJECTIVE AND OVERVIEW The dbjective of this solicitation is to secure electric, gas and water resource efficiency consultingservices, for the City of Palo Alto (CITY) Utilities Department and its commercial, industrial and institutional customers. The services will be provided by the consultant on an as- requested basis, when the need for services is determined by the CITY. Consultant work will be directed by the CITY’s Project Manager through the issuance of written task assignments. The scope and the fee for each task assignment will be negotiated between the consultant and the CITY’s Project Manager prior to commencement of the requested work. The initial contract period will be for one year with an option to extend the contract annually for up to two additional years, Subject to Council approval of sufficient funds. Services will be offered to commercial, industrial and institutional customers on an as-needed basis. The contract will be written on a time and materials basis. The resource efficiency consultant shall perform comprehensive resource efficiency studies providing customers with recommendations on facility retrofit and new construction projects. Other services include project design review, economic analysis, technical assistance and training for both Utilities staff and customers.- The CITY will select no more than four consultant firms to retain the required expertise in all the task areas. The selection criteria are described below. -- 2. BACKGROUND To continue to provide high quality, high value services to our commercial, industrial and institutional customers, the CITY has identified the need for consultant-based engineering assistance.. The assistance supports activities such as resource efficiency studies, project designreview, commissioning services, seminars and related specialized technical services. Consultant services are used to augment staff resources and provide specialized knowledge, analysis and independent appraisal. Consultant work is assigned on an as-needed basis to support Utilities Marketing Services objectives as they relate to commercial, industrial and institutional customers. Over the past ten years, Utility Marketing Services has provided similar consultant contract - se r~ice .s:--The-services--ta rgeted-perfo rm-a-diverse-a rray-of-P rejeete¢l-an alys es-dfive n-bY- customer requests. Customer requests have included evaluation of customer’s lighting, heating, air-conditioning, motors, controls, and electrical, gas and water process equipment, system commissioning and new construction design-review. o CONTRACT SCOPE A.Responsibilities (1)CITY will perform all marketing and screening required to provide Contractor with contacts at the customer accounts selected for project evaluations. (2) CITY wil! provide Contractor with electric, gas and water consumption (3) history of each participating customer. CITY will work with Contractor to develop all informational materials. materials must be approved by CITY. All (4) (5) The CITY will contact the customer and arrange meetings. Contractor will provide all equipment, materials and personnel required to do the resource studies as specified. (6)Contractor will perform all field visits necessary to perform preliminary and/or comprehensive energy and water use analysis. (7)Contractor will provide draft and final copies of all customer materials to the CITY prior to delivering the materials to the customer. At the direction of the CITY’s Project Manager, the consultant(s) shall provide resource efficiency studies, design reviews and seminars on an as-needed basis, including: (1)Resource Efficiency Studies The scope of studies may range from phone consultations with customers, review of field monitoring results, recommendations, review of equipment plans, site walk-through, to detailed engineering analysis of all electric, gas and water using systems. The study tasks may include, but are not limited to: Review of customer facility drawings, historical utility billing data, and available customer interval load data. Review of current and forecasted electric, gas and water commodity utility rates, and all customer financial decision-making criteria. c.Data Collection and monitoring critical equipment loads. do Simulation of annual energy use with calibration from available monitored load data. Evaluation of resource efficiency improvement options. Report should include the following for each recommendation: ¯Estimated energy and water consumption (peak kilowatts, kilowatt-hours, therms and hundred cubic feet) of proposed measures ¯Annual energy and water consumption savings ¯Annual maintenance savings ¯Life cycle cost fo Presentation of Findings (draft and written reports including details of site-specific data, and possible on-site presentation to customer) (2) Consultant reports should include appendices with information on customer utilities history (provided by the CITY) and sample equipment specification sheets for recommendations h.Work will be done in a timely manner as agreed on with CITY Project Manager and Contractor Lighting Design SeWices Provide lighting design services. Tasks include reviewing lighting designs, developing new designs, making recommendations for efficient alternatives. (3) Project Design Review Tasks includereviewing designs for all electrical and mechanical equipment and making recommendations for cost-effective efficiency measures. (4)Commissioning Services Provide commissioning services on an as-needed basis to commercial customers. Tasks include but are not limited to: -. a.Develop a detailed commissioning plan Identify all scheduling and operation problems for lighting, HVAC, and process equipment. Equipment monitoring over time may be required. Provide draft and final commissioning reports to CPAU and the customer. (5) Seminars and Workshops Conduct resource efficiency related seminars. Dates and topics to be determined. (6)Comprehensive Resource Plan Develop a plan for commercial customers to use in all aspects of resource utilization such as utility management, energy retrofits, benchmarking, and resource procurement. TASK ASSIGNMENT PROCEDURE The selected consultants will be assigned the various tasks as they occur, depending on the scope of the task and their area of expertise and at the discretion of the CITY’s Project Manager and the customer. A.The CITY’s Project Manager will define the task and provide a written description Do Fo of the task to the selected consultant. The consultant shall provide CITY a written, fixed price quotation for services along with an hourly rate -umber of hours and an esti ~te of the cost of the task. The consultant may char a reasonable fee for his or hertime required for the visit. This may be added to the cost of the project assignments or.charged separately. If the consultant declines to perform the work on an offered task, the CITY’s Project Manager should be notified within five working days after the site visit. Based on the price quotation, CITY will authorize the work with a written "Notice to Proceed," or redefine the tasks associated with the assignment. A project completion date will be set by CITY. The consultant shall complete the work and provide the CITY with the deliverables, A 95% complete draft report must be submitted at least 10 working days before the project deadline for CITY review and comment. A final report will be completed for all sites (including those receiving only a walk- through audit) two weeks after audit completion. The final report will includ.e all findings of the audit in a clear, concise format, along with appropriate informational materials. The audit will be considered completed only after the final report is submitted for each site. 5.DELIVERABLES The d6iiverables will be determined on a task-by-task basis. Deliverables include data on disk or written reports, a summary of site walk-through recommendations, calculations, or presentations. Oral presentations and staff training sessions may be video recorded by CITY. All reports and written materials must be provided to and approved by CITY’s Project Manager prior to delivery to the customer. 6.PROPOSAL SUBMITTAL In addition to the-mini-~ttaI-Requirements-of--Part-HFhereifl,-ptease-sul~rit-the following information with your proposal: A description of the consultant’s company, years in business and areas of expertise. Please list level of experience in any of the following areas: resource efficiency studies, lighting design, new construction design review, commissioning, seminars/workshops and resource plan development. Please assign an approximate percentage to the amount of business your firm does in any category as well as traditional building design work. ao A minimum of 5 references for similar services which include reference name, address, phone number, type of project, project value, project scope description and customer segment (manufacturing, office, computer room, etc.). C. A list of project team members, their titles and their hourly billing rates. Hourly Do Eo billing rates may be adjusted annually at a percentage rate not to exceed the Consumer Price Index listed for the San Francisco/San Jose area. A list of software, relevant analysis tools and equipment the consultant may use in performing reliability studies and design reviews. Cost estimates for.the following sample tasks (state any assumptions regarding the task): (1)Preliminary resource efficiency study for a 100,000 S.F. research and development facility. Study shall include a preliminary walk-through of facility and a list of efficiency measures, costs and savings, (2)Comprehensive engineering study of same facility. Study shall include all task items identified in section 3. B. (1) (3) (4) (3) Review a proposed design for all electrical-mechanical energy consuming equipment in a new 100,000 SF. R&D facility. A lighting design for a small retail store (1,000 SF). One day workshop on building commissioning: Problems, Analysis a~d Solutions. Includes designing handouts. A Statement that addresses the consultant’s ability to respond to taskdescriptions and satisfactorily complete assigned tasks in a timely fashion. 7.SELECTION CRITERIA No more than four consulting firms will be retained to perform the services specified in this document. The consultants will be selected based on the following criteria: 2. 3. 4. 5. Relevant experience Qualifications of staff, including professional registration Completeness of proposal Ability to respond to task assignments and accessibility. Cost CITY reserves the right to reject any and all proposals (see Part II1 herein). The consultants shall be required to provide a Certificate of Insurance as a prerequisite to contract award. The attached Insurance Requirements form d~tails the minimum liability limits. The consultant shall sign a statement of non-discrimination. EXHIBIT "B" SALAS 0’BRIEN 305 S. llth STREET ¯ SAN JOSE, CA 95112 ¯ (408) 282-1500 ¯ FAX: (408) 297-2995 498 FOAM STR~EET , MONTEREY, CA 93940 ¯ (408) 657-0251 www.SalasOBrien.com Effective January 1, 2001 HOURLY CHARGE RATES PROFESSIONAL AND TECHNICAL Principal Project/Senior Engineer Architect Power Consultant Staff Engineer Technician!Field Inspector Sr. Designer/Drafter (ACAD) Jr. Designer/Drafter (ACAD) Resource Specialist Clerical Court Testimony!Deposition Instruction/Seminar Consultant $145 per hour $110 per hour $135 per hour $180 per hour $90 per hour $75 per hour $75 per hour $65 per hour $65 per hour $45 per hour $240 per hour $165 per hour $135 per hour Rates include general secretarial and related support as well as all overhead and profit. Rates also include travel and living within a 150 miles radius of San Jose. All hourly charges are based on office to project site with a minimum of four hours for any engagement, unless otherwise arranged. Payment terms are net 30 days. Miscellaneous Costs ¯Blueprints, reproductions and materials = cost + 3% ¯Computer Services = cost + 3% ¯Travel and related expenses = cost + 3% ¯Mileage expense @ $0.30/mile ¯Subconsultants = cost + 3% ¯Reimbursables = cost + 3% ¯Equipment purchase, as negotiated, minimum = cost + 3% Visit our website at www.salasobrien.com PART I1! ~ PROPOSER INFORMATION SECTION 300A PROVIDE THE INFORMATION REQUESTED BELOW OR INDICATE "_NOT APPLICABLE", IF APPROPRIATE ADDRESS Salas 0’Bden Engineers, Inc.,305 S. 11th Street, San Jose, CA 95112 I.RS N u~j~r~24983 Ph~n~ax Numbe~V: 408.282.1500 F: 408.297.2995 Proposer is a: California Corporation Corporation organized under the laws of the State of with head offices located at and offices in Cal~omta at ........... proprietor.I I I 0 [] Cal~omia Limited Liability Company " . Sole Proprietorship; ... Partnership Limited Liabl]tty Partnership List names of partners; state which partner or partners are managing partner(s) I ! ! II !l IN Other (attach Addendum with explanatorydetaits) B.How many years have you (or your firm) done business under the name Hsted above? Co How many years of experience similar to work or services covered in this RFP? Provide relevant references of contracts satisfactorily completed in the last three (3) years: ~CUSTOMER COMPANY ,, , , ,CONTACT/PHONE NUMBER See "references" tab DATE COM,PLET ,ED (PROVIDE ADDtT]ON’AL SHEETS, IF NECESSARY) 9 22 cONTRACT ,~OUNT CITY OF PALO ALTO RFP 133201 A .PAGE 1 OF 4 PART ill ---PROPOSER INFORMATION E. Fo SECT O. 300A’ Have you (or your firm) previously worked for the C’ity of Palo Alto? ~ Yes, or~ No (if "Yes", list above, or if necessary, provide information, on additional sheets). If applicable, provide a list of the plant(s), ~nd/~¢ faci!ities, and equipment owned by the Proposer.which are available for use On the propos.e.d.work as~maY b~.required herein. ¯ NA~Ert.yPEIMODEL, ~CONDITION LOCATION S~e "E.xpedence" tab ’ Cad Salas, F~.E. Rosanna Lerma, P.E. See tab "Organization" (INCLUDE ADDITIONAL AGES IF NECESSARY) Provide a list of the Proposer’s management staff who will manage the proposed work or services: principal-in-charge; training, seminam_ Electrical and lighting design engineer (INCLUDE ikDDITIONAL PAGES IF NECESSARY) H.Contractors license, numberltype: Minority Business Enterprises:Proposer is ~ or is not ~ minority, or Women, or Disadvantaged Business Enterprise 2. 3. 4. small Bus~ness Concern:Proposer is.______, or is not ______a Small Business Concern Identify the names and business address of each-subcontractor performing work, under this RFP, After opening of Proposals, no changes or substitutions will be allowed except as otherwise permitted by City. ’ The listing of more than one subcontractor for each item of work to be performed with the words ’and/or’ will not be permitted. Failure to comply with this requirement will render the Proi~osal as non-responsive and may cause its rejection.- List all such subcontractors below, or in additional sheets, as requi.red: NAME AND ADDRESS_____~ None required (IN~ SCOPE OF WORK ;LUDE ADDFrlONAL PAGES IF NECESSARY) Subcontractors will not perform work, provide labor, or render services in or about theworkOr, []__ covered by this RFP (check and initial). CITY OF PALO ALTO RFP 133201 A PAGE 2 OF 4 ~,RT III - PROPd’SER INFORMATION SECTION 300A AddendaDuring the Proposal process there may be changes to the Preposal documents, which would require an addenda. City disclaims’anY an~d all liability for loss, or damage to any issuance of an .addendum or, - " " db Ci "~in connection with this RFP. Any ProposerProposer who doeS not recerve any ~ddendum issue . Y ty in submitting a Proposal is deemed t0 waive any and all claims and demands Proposer may have against City on account of the fagure of delivery of any such addendum to Proposer. Anyand all addenda-issued by City shall be-deemed included in this ’RFP, and the provisions and instructions therein Contained shall be incorporated to any Proposal submitted-by Proposer. To assure t~at all Proposers have receivedeach ~ddendum, the following acknowledgment and sign-off is required. Failure to acknowledge receipt of an addendumtaddenda may be considered an irregularity in the Proposal: Adde.ndum number(s) received: k--]l; [] 2; [] 3; [] 4; [] 5; [] 6; [] 7; [] 8; [] 9 [] _No Addendum/Addenda Were Received (check- and initial). The Proposer represents that it has not retained a person to solicit or secure a City contraCt (upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee) except for retention of bona fide employee or bona fide established commercial selling agencies ~r the purpose of secudng business. Proposer’s Designated Contact Name: Janice Tyler Title:VP, Marketing & Support 408.297.2995 Phone: 408.282.1500, e~t. 214 _ Fax: The firm and individuals listed below, certify ~hat they do r~t discriminate in employment with regards to age, race, color, religion, sex, national odgin,’ancestrY, .disability, or sexual preference; that they are in compliance with all federal, state, and local directives and executive orders regarding nondlscrimlnation in employment. Proposer is required to provide acertificate in good standing from the State of California with its Proposat. The undersigned hereby agrees to, and accepts the terms and conditions of this RFP, Signatures (Must be the same signature(s) as will appear on Contract): Second Officer** ~-Sigr~ature) Marianne Salas . Cad E. Salas, PIE.~pd~ed~n.a[n. e.o..fsignatg~)_o(Printe~ name of signatory)L;nieT Hnancla= urr=cer pHnt~in=l ~grlatory) Note: California Corporations Code Section 313 requires two corporate officers to execute conLracts. The signature of First Officer* mus_....tt be One of the fo//owing:.Chairman of the Board; President" or........ .~ ,~,..,~-** must be one of the following: Secretary;Vice president. The signature, ot zne ~e~u~u v.,,,~y,, .__=.._ u r. In the alternative, certifiedAssistant Secretary; Chief Financ/a/ Officer;, or Asses[ant ~ reas re. a corporate resolution attesting to the signatory authority of the individuals signing in their respective c~paclties is acceptable. Or, CiTY OF PALO ALTO RFP 133201 A PAGE 3 OF 4 m ATTACHMENT B CONTRACT NO. BETWEEN THE CITY OF PALO ALTO AND BROWN, VENCE & ASSOCIATES, INC. FOR CONSULTING SERVICES This Contract No.is entered into , by and between the CITY OF PALO ALTO, a chartered city and a municipa! corporation of the State of California ("CITY"), and BROWN, VENCE & ASSOCIATES, INC., a California corporation, located at 65 Battery Street,Suite 200,San Francisco,CA 94111 ("CONSULTANT"). RECITALS: WHEREAS, CITY desires certain professional consulting services ("Services") and the preparation and delivery of, without limitation, one or more sets of documents, drawings, maps, plans, designs, data, calculations, surveys, specifications, schedules.gr other writings ("Deliverables") (Services and Deliverables are~, collectively, the "Project"), as more fully described in Exhibit "~’; and WHEREAS, CITY desires to engage CONSULTANT, including its employees, if any, in providing the Services by reason of its qualifications and experience in performing the Services, and CONSULTANT has offered to complete the Project 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 I. TERM i.I This Contract will commence on the date of its execution by CITY, and will terminate upon the completion of the Project, unless this Contract is earlier terminated by CITY. Upon the receipt of CITY’s notice to proceed, CONSULTANT will commence work on the initial and subsequent Project tasks in accordance with the time schedule set forth in Exhibit ~A". Time is of the essence of this Contract. In the event that the Project is not completed within the time required through any fault of CONSULTANT, 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 CONSULTANT. // // O11002 sm 0052843 SECTION 2.SCOPE OF PROJECT; CHANGES & CORRECTIONS 2.1 7he scope o~ Services and [eliverables constituting the Project wi~± be perforated, delivered or executed.by CONSULTANT under the phases of the Basic Services as described below. 2.2 CITY may order substantial changes in the scope or character of the Basic Services, the Deliverables, or the Project, either decreasing or increasing the amount of work required of CONSULTANT. In the event that such changes are ordered, subject to the approval of CITY’s City Council, as may be required, CONSULTANT will be entitled to full compensation for all work performed prior to CONSULTANT’s receipt of the notice of change and further will be entitled to an extension of the time schedule. Any increase in compensation for substantial changes will be determined in accordance with the provisions of 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 is agreed to, in writing, by CITY before CONSULTANT commences the performance of any such change in work. 2.3 Where the Project entails the drafting and submission of Deliverables, for example, construction plans, drawings, and specifications, any and all errors, omissions, or ambiguities in the Deliverables, which are discovered by CITY before invitations to bid on a construction project (for which the Deliverables are required) are distributed by CITY, wil! be corrected by CONSULTANT at no cost to CITY, provided CITY gives notice to CONSULTANT. 2.4 Any and all errors, omissions, or ambiguities in the Deliverab!es, which are discovered by CITY after the construction contract is awarded by CITY, will be performed by CONSULTANT, as follows: (a) at no cost to CITY insofar as those Services, including the Basic Services or the Additional Services, as described below, or both, will result in minor or nonbeneficial changes in the construction work required of the construction contractor; or (b) at CITY’s .cost insofar as those Services, including the Basic Services or the Additiona! Services, or both, will add a direct and substantial benefit to the construction work required of the construction contractor. The project manager in the reasonable exercise of his-or her discretion will determine whether the Basic Services or the Additional Services, or both, will contribute minor or substantial benefit to the construction work. SECTION 3. QUALIFICATIONS, STATUS, AND DUTIES OF CONSULTANT 3.1 CONSULTANT represents and warrants that it has the expertise and professional qualifications to furnish or cause to be O11002 sm 0052843 furnished the Services and Deliverables. CONSULTANT further represents and warrants that the project director and every individual, including any consultant (or contractors), charged with the performance of the Services are duly licensed or certified by the State of California, to the extent such licensing or certification is required by la~ to perform the Services, and that the Project will be executed by them or under their supervision. CONSULTANT wil! furnish to CITY for approva!, prior to execution of this Contract, a list of all individuals and the names of their employers or principals to be employed as consultants. 3.2 In reliance on the representations and warranties set forth in this Contract, CITY hires CONSULTANT to execute, and CONSULTANT covenants and agrees that it will execute or cause to be executed, the Project. 3.3 CONSULTANT will assign ~~z~-as the project director to have supervisory responsibility for the performance, progress, and execution of the Project.~%[4e ~~ will be assigned as the project coordinator who willrepresent CONSULTANT during the day-to-day work on the Project. ~f circumstances or conditions subsequent to the execution of this Contract cause the substitution of the project director or project coordinator for any reason, the appointment of a substitute project director or substitute project coordinator will be subject to the prior written approval of the project manager. 3.4 CONSULTANT represents and warrants that it will: 3.4.1 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 Project; 3.4.2 Keep itself fully informed of all existing and future Federal, 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 employees 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 3.4.4 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 the Deliverables. 3.5 Any Deliverables given to, or prepared or assembled by, CONSULTANT or its consultants, if any, under this Contract will O11002 sm 0052843 3 become the property of CITY and will not be made available to any individual or organization by CONSULTANT or its consultants, if any, without the prior written approval of the city manager. 3.6 CONSULTANT will provide CITY with two (2) copies of any documents which are a, parh of the Deliverab!es 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 CITY will compensate CONSULTANT for its duplicating costs. 3.8 CONSULTANT will be responsible for employing or engaging all persons necessary to execute the Project. Al! consultants of CONSULTANT will be deemed to be directly controlled and supervised by CONSULTANT, which will be responsible for their performance. If any employee or consultant of CONSULTANT 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 emp!oyee or consultant will be discharged immediately from further performance under this Contract on demand of the project manager. 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 all of the following Additional Services, not included under the Basic Services, if so authorized, in writing, by CITY: 3.10.1 Providing services as an expert witness in connection with any public hearing or meeting, arbitration proceeding,or proceeding of a court of record; 3.10.2 Incurring travel and subsistence expenses for CONSULTANT and its staff beyond those normally required under the Basic Services; 3.10.3 Performing any other Additional Services that may be agreed upon by the parties subsequent to the execution of this Contract; and 3.11 CONSULTANT will be responsible for employing al! consultants deemed necessary to assist CONSULTANT in the performance of the Services. The appointment of consultants must be approved, in advance, by CITY, in writing, and must remain acceptable to CITY during the term of this Contract. // O11002 sm 0052843 4 SECTION 4. DUTIES OF CITY 4.1 CITY will furnish or cause to be furnished the services listed in Exhibit "A" and such information ~egarding its requirements applicable to the Project as may be reasonably requested by CONSULTANT. 4.2 CITY will review and approve, as necessary, in a timely manner the Deliverables and each phase of work performed by CONSULTANT. CITY’s estimated time of review and approval will be furnished to CONSULTANT at the time of submission of each phase of work. CONSULTANT acknowledges and understands that the interrelated exchange of information among CITY’s various departments makes it extremely difficult for CITY to firmly establish the time of each review and approval task. CITY’s failure to review and approve within the estimated time schedule will not constitute a default under this Contract. 4.3 The city manager will represent CITY for all purposes under this Contract. Lindsay Joye is designated as the project manager for the city manager. The project manager wi{l supervise the performance, progress, and execution of the Project, and will be assisted by Tom Auzenne, the Manager of Utilities Marketing Services. 4.4 If CITY observes or otherwise becomes aware of any default in the performance of CONSULTANT, CITY will use reasonable efforts to give written notice thereof to CONSULTANT in a timely manner. SECTION 5. COMPENSATION 5.1 CITY will compensate CONSULTANT for the following services and work: 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 Seventy Five Thousand Dollars ($75,000). 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 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 CITY. 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, by the project manager. Payment wil! be made within thirty (30) days of submission by CONSULTANT of a O11002 sm 0052843 5 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 wil! 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 preparati.on, whic~ is made necessary on account of CONSULTANT’s errors, omissions, or oversights. 5.2 The schedule of payments 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. 5.2.2 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 6. ACCOUNTING, AUDITS, OWNERSHIP OF RECORDS 6.1 Records of the direct personnel expenses and expenses incurred in connection with the performance of Basic Services and Additional Services pertaining to the Project will be prepared, maintained, and retained by CONSULTANT in accordance with generally accepted accounting principles and wil! be made available to CITY for auditing purposes at mutually convenient times during the term of this Contract and for three (3) years following the expiration or earlier termination of this Contract. 6.2 The originals of the Deliverables prepared by or under the direction of CONSULTANT in the performance of this Contract will become the property of CITY irrespective of whether the Project is completed upon CITY’s payment of the amounts required to be paid to CONSULTANT. These originals will be delivered to CITY without additional compensation. CITY will have the right to utilize any final and incomplete drawings, estimates, specifications, and any other documents prepared hereunder by CONSULTANT, but CONSULTANT disclaims any responsibility or liability for any alterations or modifications of such documents. SECTION 7. INDEMNITY 7.1 CONSULTANT 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 011002 sm 0052843 nature, including death or injury to any person, property damage or any other loss, caused by or arising out of CONSULTANT’s, its officers’, agents’, consultants’ or employees’ negligent acts, errors, or omissions, or willfu! misconduct, or conduct for which applicable law may impose strict liability on CONSULTANT in the performance of or failure .to perform its obligations under this Contract. SECTION 8.WAIVERS 8.1 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 such covenant, term, condition, provision, ordinance, or law or of any subsequent breach or violation of the same or of any other covenant, term; 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 covenant, term, condition or provision of this Contract. or of any applicable law or ordinance. "- 8.2 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 9. INSURANCE 9.1 CONSULTANT, 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 CONSULTANT and its consultants, if any, but also, with the exception of workers’ compensation, employer’s liability and professional liability insurance, naming CITY as an additiona! insured concerning CONSULTANT’s performance under this Contract. 9.2 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 consultants of CONSULTANT 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 additiona! insured under such policies as required above. 9.3 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 wil! contain an endorsement stating that the insurance is primary coverage and will not be canceled or altered by the insurer except after filing with O11002 sm 0052843 7 the CITY’s city clerk thirty (30) days prior written n~tice 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 t~rm of this Contract with the city clerk. 9.4 The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Contract. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Contract, including such damage, injury, or loss arising after the Contract is terminated or the term has expired. SECTION I0. WORKERS’ COMPENSATION I0.I CONSULTANT, 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 Project. PROJECT SECTION II.TERMINATION OR SUSPENSION OF CONTRACT OR Ii.i The city manager may suspend the execution of the Project, in whole or in part, or terminate this Contract, with or without cause, by giving thirty (30) days prior written notice thereof to CONSULTANT, or immediately after submission to CITY by CONSULTANT of any completed item of Basic Services. Upon receipt of such notice, CONSULTANT wil! immediately discontinue 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 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 Basic Services or the execution of the Project. 11.3 Upon such suspension or termination by CITY, CONSULTANT will be compensated for the Basic Services and Additional Services performed and Deliverables received and approved prior to receipt of written notice from CITY of such suspension or abandonment, together with authorized additional and O11002 sm 0052843 reimbursable expenses then due. If the Project is resumed after it has been suspended for more 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 suspended or terminated on accougt 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 in the reasonable exercise of her discretion. 11.4 In the event of termination of this Contract or suspension of work on the Project by CITY where CONSULTANT is not in default, CONSULTANT wil! receive compensation as follows: 11.4.1 For approved items of services, CONSULTANT will be compensated for each item of service fully performed in the amounts authorized under this Contract. 11.4.2 For approved items of services on which a notice to proceed is issued by CITY, but which are not fully performed, CONSULTANT will be compensated for each item of servime in an amount which bears the same ratio to the total fee otherwise payable for the performance of the service as the quantum of service actually rendered bears to the services necessary for the full performance of that item of service. 11.4.3 The total compensation payable under the preceding paragraphs of this Section wil! not exceed the payment specified under Section 5 for the respective items of service to be furnished 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 completed, prepared by CONSULTANT or 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. 11.6 The failure of CITY to agree with CONSULTANT’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 CONSULTANT to fulfill its obligations under this Contract. SECTION 12. ASSIGNMENT 12.1 This Contract is for the personal services of CONSULTANT, therefore, CONSULTANT 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 will not be O11002 sm 0052843 9 deemed to be a consent to any subsequent assignment. Any assignment made withc~:~t the approval of CITY will be void and, at the option of the cit’~ manager, this Contract may be terminated. This Contract will n< : be assignable by operation of law. SECTION 13. NOTICES 13.1 All notices hereunder will be given, in writing, and mailed, postage prepaid, by certified mail, addressed as follows: To CITY:Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 14. CONFLICT OF INTEREST 14.1 In accepting this Contract, 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. 14.2 CONSULTANT further covenants that, in the performance of this Contract, it will not employ contractors or persons having such an interest mentioned above. CONSULTANT certifies that no one 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 15. NONDISCRIMINATION 15.1 As set forth in the Palo Alto Municipal Code, no discrimination will be made in the employment of persons under this Contract because of the age, race, color, national origin, ancestry, religion, disability, sexual preference or gender of such person. If the value of this Contract is, or may be, five thousand dollars ($5,000) or more, CONSULTANT agrees to meet al! requirements of the Pa!o Alto Municipal Code pertaining to nondiscrimination in employment, including completing the requisite form furnished by CITY and set forth in Exhibit "D". // 011002 sm 0052843 10 15.2 CONSULTANT agrees that each contract,for services from independent providers will contain a provision substantially as follows: "[Name of Provider] .will provide CONSULTANT 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." 15.3 If CONSULTANT is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of Federa! 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-five dollars ($25) for each person for each calendar day during which such person was subjected to discrimination, as damages for breach of contract, or both. Only 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 16.MISCELLANEOUS PROVISIONS 16.1 CONSULTANT represents and warrants that it has knowledge of the requirements of the federal 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. CONSULTANT wil! comply with or ensure by its advice that compliance with such provisions will be effected pursuant to the terms of this Contract. 16.2 Upon the agreement of the parties, any controversy or claim arising out of or relating to this Contract may be settled by arbitration in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. 16.3 This Contract will be governed by the laws of the State of California, excluding its conflicts of law. O11002 sm 0052843 11 16.4 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 or in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 16.5 The prevailing party in any action brought to enforce the terms of this Contract or arising out of this Contract may recover its reasonable costs and attorneys’ fees expended in connection with that action. 16.6 This document represents the entire and integrated Contract between the parties and supersedes al! 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. 16.7 All provisions of this Contract, whether covenants or conditions, will be deemed to be both covenants and conditions. 16.8 The covenants, terms, conditions and provisions~Df this Contract will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants, as the case may be, of the parties. 16.9 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. 16.10 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. 16.11 This Contract may be executed in any number of counterparts, each of which will be an origina!, but all of which together will constitute one and the same instrument. 16.12 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 fisca! year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fisca! year and funds for this Contract are no longer available. This Section 16.12 wil! take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Contract. O11002 sm 0052843 12 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: City Attorney APPROVED: Assistant City Manager Director of Administrative Services Director of Utilities Risk Manager Mayor BROWN,VENCE & ASSOCIATES, INC. Name:77~d9 ~ ~ Title:... Title : Taxpayer Identification No.. (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) Attachments : EXHIBIT "A" : EXHIBIT "B": EXHIBIT "C": EXHIBIT "D": SCOPE OF PROJECT &TIME SCHEDULE RATE SCHEDULE INSURANCE NONDISCRIMINATION COMPLIANCE FORM 13 O11002 sm 0052843 STATE COUNTY On ~Ct IO , 2001, before me, the undersigned, a ~otary Pub!iczi’n ~d for said County and State, personally appeared ~ or pr~vea ro me onOthe 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. t a r y Pub i i c SAC~E~G 15 O11002 sm 0052843 STATE OF ~~~~-~)~, COUNTY OF /,~) On [~-~{~, 2001, before me, the undersigned, a Notarv 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(~T-whose name~s9~ is/sb~e subscribed to the within instrument and acknowledged to me that he/s~re-/t~ executed the same in his/bead/thOr authorized capacity(i~, and that by his/~er/th ~-~ signature(~ on the instrument the person($~, or the entity upon behalf of which the person(sJ~cted, executed the instrument. WITNESS my hand and official sei ANDREW F ALBRIGHT _ COMM. ~’1252845 NOTARY PUBLIC-CALIFORNIASAN FRANCISCO COUNTY i-.~ignature My Comm Expires Feb. 7, 2004 of Not ’ublic 011002 sm 0052843 14 OBJECTIVE AND OVERVIEW The objective of this solicitation is to secure electric, gas and water resource efficiency consultingservices, for the City of Palo Alto (CITY) Utilities Department and its commercial, industrial and institutional customers. The services will be provided by the consultant on an as- requested basis, when the need for services is determined by the CITY. Consultant work will be directed by the CITY’s Project Manager through the issuance of written task assignments. The scope and the fee for each task assignment will be negotiated between the consultant and the CITY’s Project Manager prior to commencement of the requested work. The initial contract period will be for one year with an option to extend the contract annually for up to two additional years, subject to council approval of sufficient funds. Services will be offered to commercial, industrial and institutional customers on an as-needed basis. The contract will be written on a time and materials basis. The resource efficiency consultant shall perform comprehensive resource efficiency studies providing customers with recommendations on facility retrofit and new construction projects. Other services include project design review, economic analysis, technical assistance and training for both Utilities staff and customers.. The CITY will select no more than four consultant firms to retain the required expertise in all the task areas. The selection criteria are described below. 2.BACKGROUND To continue to provide high quality, high value services to our commercial, industrial and institutional customers, the CITY has identified the need for consultant-based engineering assistance. The assistance supports activities such as resource efficiency studies, project design review, commissioning services, seminars and related specialized technical services. Consultant services are used to augment staff resources and provide specialized knowledge, analysis and independent appraisal. Consultant work is assigned on an as-needed basis to support Utilities Marketing Services objectives as they relate to commercial, industrial and institutional customers. Over the past ten years, Utility Marketing Services has provided similar consultant contract services. The services targeted perform a diverse array of projected analyses driven by customer requests. Customer requests have included evaluation of customer’s lighting, heating, air-conditioning, motors, controls, and electrical, gas and water process equipment, system commissioning and new construction design review. 3.CONTRACT SCOPE Responsibilities (1)CITY will perform all marketing and screening required to provide Contractor with contacts at the customer accounts selected for project evaluations. (2) CITY will provide Contractor with electric, gas and water consumption (3) history of each participating customer. CITY will work with Contractor to develop all informational materials. materials must be approved by CITY. All (4) (5) The CITY will contact the customer and arrange meetings. Contractor will provide all equipment, materials and personnel required to do the resource studies as specified. (6)Contractor will perform all field visits necessary to perform preliminary and/or comprehensive energy and water use analysis. (7)Contractor will provide draft and final copies of all customer materials to the CITY prior to delivering the materials to the customer. At the direction of the CITY’s Project Manager, the consultant(s) shall provide. resource efficiency studies, design reviews and seminars on an as-needed basis, including: (1) Resource Efficiency Studies The scope of studies may range from phone consultations with customers, review of field monitoring results, recommendations, review of equipment plans, site walk-through, to detailed engineering analysis of all electric, gas and water using systems. The study tasks may include, but are not limited to: Review of customer facility drawings, historical utility billing data, and available customer interval load data. Review of current and forecasted electric, gas and water commodity utility rates, and all customer financial decision-making criteria. Data Collection and monitoring critical equipment loads. Simulation of annual energy use with calibration from available monitored load data. E£,~alUatidn- Of re-¢o~-rce efficiency-irn-provement-options: -Report .... should include the following for each recommendation: ¯Estimated energy and water consumption (peak kilowatts, kilowatt-hours, therms and hundred cubic feet) of proposed measures ¯Annual energy and water consumption savings ¯Annual maintenance savings ¯Life cycle cost Presentation of Findings (draft and written reports including details of site-specific data, and possible on-site presentation to customer) (2) Consultant reports should include appendices with information on customer utilities history (provided by the CITY) and sample equipment specification sheets for recommendations h.Work will Manager be done in a timely manner as agreed on with CITY Project and Contractor Lighting Design Services Provide lighting design services. Tasks include reviewing lighting designs, developing new designs, making recommendations for efficient alternatives. (3) Project Design Review Tasks include reviewing designs for all electrical and mechanical equipment and making recommendations for cost-effective efficiency measures. (4) Commissioning Services Provide commissioning services on an as-needed basis to commercial customers. Tasks include but are not limited to: .. Develop a detailed commissioning plan Identify all scheduling and operation problems for lighting, HVAC; and process equipment. Equipment monitoring over time may be required. Provide draft and final commissioning reports to CPAU and the customer. (5) Seminars and Workshops Conduct resource efficiency related seminars. Dates and topics to be determined. (6) Comprehensive Resource Plan Develop a plan for commercial customers to use in all aspects of resource utilization such as utility management, energy retrofits, benchmarking, and resource procurement. TASK ASSIGNMENT PROCEDURE The selected consultants will be assigned the various tasks as they occur, depending on the scope of the task and their area of expertise and at the discretion of the CITY’s Project Manager and the customer. A.The CITY’s Project Manager will define the task and provide a written description of the task to the selected consultant. Do The consultant shall provide CITY a written, fixed price quotation for services along with an hourly rate, number of hours and an estimate of the cost of the task. The consultant may charge a reasonable fee for his or hertime required for the visit. This may be added to the cost of the project assignments or.charged separately. If the consultant declines to perform the work on an offered task, the CITY’s Project Manager should be notified within five working days after the site visit. Based on the price quotation, CITY will authorize the work with a written "Notice to Proceed," or redefine the tasks associated with the assignment. A project completion date will be set by CITY. Fo The consultant shall complete the work and provide the CITY with the deliverables. A 95% complete draft report must be submitted at least 10 working days before the project deadline for CITY review and comment. A final report will be completed for all sites (includingthose receiving only a walk- through audit) two weeks after audit completion. The final report will include, all findings of the audit in a clear, concise format, along with appropriate informational materials. The audit will be considered completed only after the final report is submitted for each site. 5.DELIVERABLES The de;;verables will be determined on a task-by-task basis. Deliverables include data on disk or written reports, a summary of site walk-through recommendations, calculations, or presentations. Oral presentations and staff training sessions may be video recorded by CITY. All reports and written materials must be provided to and approved by CITY’s Project Manager prior to delivery to the customer. 6.PROPOSAL SUBMITTAL In addition-to-the-minimu m-Su bmittat-Requirements of-Part-I 1 t-herein~-please-su bmitthe following information with your proposal: A description of the consultant’s company, years in business and areas of expertise. Please list level of experience in any of the following areas: resource efficiency studies, lighting design, new construction design review, commissioning, seminars/workshops and resource plan development. Please assign an approximate percentage to the amount of business your firm does in any category as well as traditional building design work. A minimum of 5 references for similar services which include reference name, address, phone number, type of project, project value, project scope description and customer segment (manufacturing, office, computer room, etc.). C. A list of project team members, their titles and their hourly billing rates. Hourly Eo Fo billing rates may be adjusted annually at a percentage rate not to exceed the Consumer Price Index listed for the San Francisco/San Jose area. A list of software, relevant analysis tools and equipment.the consultant may use in performing reliability studies and design reviews. Cost estimates for.the following .sample tasks (state any assumptions regarding the task): (1)Preliminary resource efficiency study for a 100,000 S.F. research and development facility. Study shall include a preliminary walk-through of facility and a list of efficiency measures, costs and savings. (2)Comprehensive engineering study of same facility. Study shall include all task items identified in section 3. B. (1) (3)Review a proposed design for all electrical-mechanical energy consuming equipment in a new 100,000 SF. R&D facility. (4) (3) A lighting design for a small retail store (1,000 SF). One day workshop on building commissioning: Problems, Analysis and Solutions. Includes designing handouts. A Statement that addresses the consultant’s ability to respond to taskdescriptions and satisfactorily complete assigned tasks in a timely fashion. 7.SELECTION CRITERIA No more than four consulting firms will be retained to perform the services specified in this document. The consultants wil! be selected based on the following criteria: 2. 3. 4. 5. Relevant experience Qualifications of staff, including professional registration Completeness of proposal Ability to respond to task assignments and accessibility. Cost CITY reserves the right to reject any and all proposals (see Part III herein). The consultants shall be required to provide a Certificate of Insurance as a prerequisite to contract award. The attached Insurance Requirements form d~tails the minimum liability limits. The consultant shall sign a statement of non-discrimination. EMHIBIT "B" Billing Rates Team Member Leslie Kramer Thomas Vence Antonio Galati Annette Guy Gerry Cruz Title Vice President Corporate Vice President Senior Associate Associate Principal - GT Cruz Engineering Hourly Rate $140 $165 $120 $80 $9O BROWN, VENCE 8: ASSOCIATES J 5 - I PART III ~- PROPOSER INFORMATION SECTION 300A PROVIDE THE INFORMATION REQUESTED BELOW OR INDICATE "NOT APPLICABLE% IF APPROPRIATE NAME OF PRPOSER (COMPANY)ADDRESS Brown, Vence & Associates, Inc.65 Battery Street, Suite 200 San Francisco, CA 94111 IRS Numben 94-2579580 Phone/Fax Number:, (415) 434-0900 / (415) 956-6220 - fax A.Proposer is a: California Corporation Corporation organized under the laws of the State of with head offices located at and offices in California at , proprietor O [] D [] California Limited Liability Company . Sole Proprietorship; Partnership Limited Liability Partnership List names of partners; state which partner or partners are managing partner(s) ao CUSTOMERCOMPAN¥ San Francisco PI~h]~C Utilities Pacific Gas &-Elec Roseville Electri, Energy Solutions 2ityof OaKland []Other (attach Addendum with explanatory details) How many years have you (or your firm) done business under the name listed above? How many years of experience similar to work or services covered in this RFP? Provide relevant references of contracts satisfactorily completed in the last three (3) years: CONTACT/PHONE NUMBER DATE COMPLETED John Deakin. (415)77~-71~4 I~/00 tric Rich Torres (510)784-3206 12/00 Kris Blair, (916.)774-5581 ongoing Christine Vance (510)482-~386 2/01 Scott Wentworth (510)61’5L£421 1998 (PROVIDE ADDH]ONAL SHEETS, IF NECESSARY) 22" CONTRACT AMOUNT 400tO00 15,000 50,000 50 ;600 25,000 CITY OF PALO ALTORFP 133201 PAGE 1 OF 4 PART III - PROPOSER INFORMATION SECTION 300A ¯ E.Have you (or your firmi previously worked for the City of Palo Alto? ~ Yes; or ~ No (if "Yes", list above, or if necessary, provide information on additional sheets). F.If applicable, provide a list of the plant(s), and/or facilities, and equipment owned by the Proposer which are available for use on the proposed work as may be required herein. ....~UAN I I 1~"NAME/TYPE/MODEL CAPACITY, ETC.CONDITION LOCATION N/A .G.(INCLUDE ADDITIONAL PAGES IF NECESSARY) Provide a list of the Proposer’s management staff who will manage the proposed work or services: Leslie F. Thomas D. Ho N~E ~amer Vence Contractors license, number/type: General A and B FIELD OF EXPERTIS~CAPABIUTIES/EXPERIENCE Energy Management, Design Review, Commissioning Energy Managex.ent, Design Review, Commissioning Resource Plan Development, Lighting Design (INCLUDE ADD~ONALPAGESIFNECESSARY) 676568 Minority BL~siness Enterprises: Proposer is ~, or is not __ Small Business Concem: Proposer is ~_, or is n0t~ X a minority, or Women, or Disadvantaged Business Enterprise X a Small Business Concern Identify the names and business address of each subcontractor performing work, under this RFP. After opening of Proposals, no changes or substitutions will be allowed except as otherwise permitted by City. The listing of more than one subcontractor for each item of work to be performed With the words ’and/or’ will not be permitted. Failure to comply with this requirement will render the Proposal as non-responsive and may cause its rejection. List all such subcontracto~r~ below, or in additional sheets, as required: NAME AND ADDRESS cruz SCOPE OFWORK HVAC Design and Commissioning GT Cruz Engineering 160 Camden Court -. P~O..Box 9125 Valle]o, CA 94521 (INCLUD_ E ADDITIONAL PAGES IF NECESSARY) Or, r~ __ __.__..: Subcontractors will not perf0rmwork, provide labor, or render servicesin or about the work coveredby, this RFP (check~ and initial), " CITY OF PALO ALTO RFP 133201 PAGE 2 OF 4 PART L. III- PROPOSER INFORMATION Addenda SECTION 300A During the Proposal process there may be changes to the Proposal documents, which would require an issuance of an addendum or addenda. City disclaims any and all liability for loss, or damage to any Proposer who does not receive any addendum i~sued by City in connection with this RFP. Any Proposer in submitting a Proposal is deemed to waive.’ any and all claims and demands Proposer may have against City on account of the failure of delivery of any such addendum to Proposer. Any and all addenda issued by City shall be deemed included in this RFP,< and the provisions and instructions therein contained shall be incorporated to any Proposal submitted by Proposer. To assure that all Proposers have received each addendum, the following acknowledgment and sign-off is required. Failure to acknowledge receipt of an addendum/addenda may be considered an irregularity in the Proposal: No Addendum number(s) received:l~l; []2; []3; []4; []5; []6; []7; []8; []9 []No Addendum/Addenda Were Received (check and initial). "i’he Proposer represents that it has not retained a person to solicit or secure a City contract (upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee) except for retention of bona fide employee or bona fide established commercial selling agencies for the purpose of securing business. .. Proposer’s Designated Contact Name:Leslie F. t<~amer Titie:Vice President Fax:(415) 956-6220Phone:(415) 434-0900 Pc "rhe firm and individuals listed below, certify that they do not discriminate in employment with regards to age,. race, color, religion, sex, national origin, ancestry, disability, or sexual preference; that they are in compliance with all federal, state, and local directives and executive orders regarding nondiscrimination in employment Proposer is required to provide a certificate in good standing from the State of California with its Proposal: The undersigned hereby agrees tQ, and accepts the terms and conditions of this RFP. Signatures (Must be the same signature(s) as will appear on Contract): Fir~s{-~;~icer* (Slgn~’ture) Thomas D. Vence (Printed name of signatory) Corporate Vice President (’Title of signatory) (Sigriaturek - - .- ~" ’Michae!. B[0wn __(Pdnted name of signatory) . " President (33tle of signatory) Note:California Corporations Code Section 313 requires two corporate officers to execute contracts. The signature of First.Officer* must be one of the .following: Chairman of the Board; President; or Vice President. ~ The.signature of the Second Officer** must be one of the following: Secretary; Assistant Secretary; Chief Financial Officer;, or Assistant T-T-T--"~asurer. In the alternative, a certified corporate resolution attesting to the signatory authority of. the individuals signing in their respective " .capacities is acceptable. Or, CITY OF PALO ALTO RFP 133201 PAGE 3 OF 4 PART III - PROPOSER INFORMATION SECTION 300A Ro The undersigned certifies that the Proposer is not a corporation, and is not subject to the requirements of Ca/iforrt, ia Corporations code, and hereby agrees to, and accepts the terms and conditions of this RFP. (Signature) Leslie F. Kramer (Pdnted name of signatory) " Vice President (Title of signatory) PAGE 4 OF 4 ATTACHMENT C CONTRACT NO. BETWEEN THE CITY OF PALOALTOAND ENCON ENERGY CONSERVATION COMPANY, INC. FOR CONSULTING SERVICES This Contract No.is entered into , by and between the CITY OF PALO ALTO, a chartered city and a municipa! corporation of the State of California ("CITY"), and ENCON ENERGY CONSERVATION COMPANY, INC., a California corporation, located at 4940 E1 Camino Real, Los Altos, CA 94022 ("CONSULTANT"). RECITALS: WHEREAS, CITY desires certain professional consulting services (~Services") and the preparation and delivery of, without limitation, one or more sets of documents, drawings, maps, plans, designs, data, calculations, surveys, specifications, schedules or other writings ("Deliverables") (Services and Deliverables ate, collectively, the n-Project"), as more fully described in Exhibit ~A"; and WHEREAS, CITY desires to engage CONSULTANT, including its employees, if any, in providing the Services by reason of its qnalifications and experience in performing the Services, and CONSULTANT has offered to complete the Project 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 i. TERM !.i This Contract will commence on the date of its execution by CITY, and will terminate upon the completion of the Project,unless this Contract is earlier terminated by CITY. Upon the receipt of CITY’s notice to proceed, CONSULTANT will commence work on the initial and subsequent Project tasks in accordance with the time schedule set forth in Exhibit "A". Time is of the essence of this Contract. In the event that the Project is not completed within the time required through any fault of CONSULTANT, 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 CONSULTANT. SECTION 2.SCOPE OF PROJECT; CHANGES & CORRECTIONS 2.1 The scope of Services and Deliverables constituting the Project will be performed, delivered or executed by CONSULTANT under the phases of the Basic Services as described below. O11002 sm 0052844 2.2 CITY may order substantial changes in the scope or character of the Basic Services, the Deliverables, or the Project, either decreasing or increasing the amount of work required of CONSULTANT. In the event that such. changes are ordered, subject to the approval of CITY’s City~.Coun~il, as may be required, CONSULTANT will be entitled to full compensation for all work performed prior to CONSULTANT’s receipt of the notice of change and further will be entitled to an extension of the time schedule. Any increase in compensation for substantial changes will be determined in accordance with the provisions of 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 is agreed to, in writing, by CITY before CONSULTANT commences the performance of any such change in work. 2.3 Where the Project entails the drafting and submission of Deliverables, for example, construction plans, drawings, and specifications, any and all errors, omissions, or ambiguities in the Deliverables, which are discovered by CITY before invitations to bid on a construction project (for which t~e Deliverables are required) are distributed by CITY, will be corrected by CONSULTANT at no cost to CITY, provided CITY gives notice to CONSULTANT. 2.4 Any and all errors, omissions, or ambiguities in the Deliverables, which are discovered by CITY after the construction contract is awarded by CITY, will be performed by CONSULTANT, as follows: (a) at no cost to CITY insofar as those Services, including the Basic Services or the Additional Services, as described below, or both, will result in minor or nonbeneficial changes in the construction work required of the construction contractor; or (b) at CITY’s cost insofar as those Services, including the Basic Services or the Additional Services, or both, will add a direct and substantial benefit to the construction work required of the construction contractor. The project manager in the reasonable exercise of his or her discretion wil! determine whether the Basic Services or the Additional Services, or both, will contribute minor or substantial benefit to the construction work. SECTION 3. CONSULTANT QUALIFICATIONS, STATUS, AND DUTIES OF 3.1 CONSULTANT represents and warrants that it has the expertise and professional qualifications to furnish or cause to be furnished the Services and Deliverables. CONSULTANT further represents and Warrants that the project director and every individual, including any consultant (or contractors), charged with the performance of the Services are duly licensed or certified by the State of California, to the extent such licensing or O11002 sm 0052844 certification is required by law to perform the Services, and that the Project will be executed by them or under their supervision. CONSULTANT will furnish to CITY for approval, prior to execution of this Contract, a list of all individuals and the Dames of their employers or principals to be employed as consultants. 3.2 In reliance on the representations and warranties set forth in this Contract, CITY hires CONSULTANT to execute, and CONSULTANT covenants and agrees that it will execute or cause to be executed, the Project. 3.3 CONSULTANT will assign as the project director to have supervisory responsibility for the performance, progress, and execution of the Project. will be assigned .as the project coordinator who will represent CONSULTANT during the day-to-day work on the Project. If circumstances or conditions subsequent to the execution of this Contract cause the substitution of the project director or project coordinator for any reason, the appointment of a substitute project director or substitute project coordinator will be subject to the prior written approval of the project manager. "" 3.4 CONSULTANT represents and warrants that it will: 3.4.1 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 Project; 3.4.2 Keep itself fully informed of all existing and future Federal, 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 employees 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 3.4.4 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 the Deliverables. 3.5 Any Deliverables given to, or prepared or assembled by, CONSULTANT or its consultants, if any, under this Contract will become the property of CITY and will not be made available to any individual or organization by CONSULTANT or its consultants, if any, without the prior written approval of the city manager. O11002 sm 0052844 3 3.6 CONSULTANT will provide CITY with two .(2) copies of any documents which are a part of the Deliverables 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 CITY wil! compensate CONSULTANT for its duplicating costs. 3.8 CONSULTANT will be responsible for employing or engaging all persons necessary to execute the Project. Al!. consultants of CONSULTANT will be deemed to be directly controlled and supervised by CONSULTANT, which will be responsible for their performance. If any employee or consultant of CONSULTANT 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 consultant will be discharged immediately from further performance under this Contract on demand of the project manager. 3.9 In the execution of the Project, CONSULTANT and its consultants, if any, will at all times be considered independ@nt contractors and not agents or employees of CITY. 3.10 CONSULTANT will perform or obtain or cause to be performed or obtained any and al! of the following Additional Services, not included under the Basic Services, if so authorized, in writing, by CITY: 3.10.1 Providing services as an expert witness in connection with any public hearing or meeting, arbitration proceeding,or proceeding of a court of record; 3.10.2 Incurring travel and subsistence expenses for CONSULTANT and its staff beyond those normally required under the Basic Services; 3.10.3 Performing any other Additional Services that may be agreed upon by the parties subsequent to the execution of this Contract; and 3.11 CONSULTANT will be responsible for employing al! consultants deemed necessary to assist CONSULTANT in the performance of the Services. The appointment of consultants must be approvgd, in advance, by CITY, in writing, and must remain acceptable to CITY during the term of this Contract. SECTION 4. DUTIES OF CITY 4.1 CITY will furnish or cause to be furnished the services li~ted in Exhibit "~’ and such information regarding its 011002 sm 0052844 4 requirements applicable to the Project as may be reasonably requested by CONSULTANT. 4.2 CITY will review and approve, as negessary, in a timely manner the Deliverables and each phase of work performed by CONSULTANT. CITY’s estimat.ed time of review and approval wil! be furnished to CONSULTANT at the time of submission of each phase of work. CONSULTANT acknowledges and understands that the interrelated exchange of information among CITY’s various departments makes it extremely difficult for CITY to firmly establish the time of each review and approval task. CITY’s failure to review and approve within the estimated time schedule will not constitute a default under this Contract. 4.3 The city manager will represent CITY for all purposes under this Contract. Lindsay Joye is designated as the project manager for the city manager. The project manager will supervise the performance, progress, and execution of the Project, and will be assisted by Tom Auzenne, the Manager of Utilities Marketing Services. 4.4 If CITY observes or otherwise becomes aware of any default in the performance of CONSULTANT, CITY will use reasonable efforts to give written notice thereof to CONSULTANT in a timely manner. SECTION 5. COMPENSATION 5.1 CITY will compensate CONSULTANT for the following services and work: 5.1.1 In consideration of the full performance of the Basic Services, including any authorLzed reimbursable expenses, CITY will pay CONSULTANT a fee not to exceed Fifty Thousand Dollars ($50,000). 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 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 CITY. 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, 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 par[ies will agree upon an estimated maximum cost for such extra work or changes. CONSULTANT will not be paid for extra O11002 sm 0052844 5 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. 5.2 The schedule of payments 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. 5.2.2 No deductions will be made from CONSULTANT’s compensation on account of penalties, liquidated damages, or other sums withheld by CITY from payments to generalcontractors. SECTION 6. ACCOUNTING, AUDITS, OWNERSHIP OF RECORDS~- 6.1 Records of the direct personnel expenses and expenses incurred in connection with the performance of Basic Services and Additional Services pertaining to the Project wil! be prepared, maintained, and retained by CONSULTANT in accordance with generally accepted accounting principles and will be made available to CITY for auditing purposes at mutually convenient times during the term of this Contract and for three (3) years following the expiration or earlier termination of this Contract. 6.2 The originals of the Deliverables prepared by or under the direction of CONSULTANT in the performance of this Contract will become the property of CITY irrespective of whether the Project is completed upon CITY’s payment of the amounts required to be paid to CONSULTANT. These originals will be delivered to CITY without additional compensation. CITY will have the right to utilize any final and incomplete drawings, estimates, specifications, and any other documents prepared hereunder by CONSULTANT, but CONSULTANT disclaims any responsibility or liability for any alterations or modifications of such documents. SECTION 7.INDEMNITY 7.1 CONSULTANT 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 CONSULTANT’s, its officers’, agents’, consultants’ or emp!oyees’ negligent acts, errors, or omissions, or willful misconduct, or conduct for which 011002 sm 0052844 applicable law may impose strict liability on CONSULTANT in the performance of or failure to perform its obligations under this Contract. SECTION 8. WAIVERS 8.1 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 such covenant, term, condition, provision, ordinance, or law or of any subsequent breach or violation of the same or of any other covenant, term, 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 covenant, term, condition or provision of this Contract or of any applicable law or ordinance. 8.2 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 9. INSURANCE 9.1 CONSULTANT, at its sole cost and expense, will obtain and maintain, in full force and effect during the term of tBis Contract, the insurance coverage described in Exhibit "C", insuring not only CONSULTANT and its consultants, if any, but also, with the exception of workers’ compensation, employer’s liability and professional liability insurance, naming CITY as an additiona! insured concerning CONSULTANT’s performance under this Contract. 9.2 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 al! consultants of CONSULTANT 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. 9.3 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 the 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 additionil insured except in policies of workers’ compensation, employer’s liability, and professional liability 7 011002 sm 0052844 insurance. Current certificates of such insurance will be kept on file at all times during the term of this Contract with the city clerk. 9.4 The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Contract. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Contract, including such damage, injury, or loss arising after the Contract is terminated or the term has expired. SECTION I0. WORKERS’ COMPENSATION I0.I CONSULTANT, 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, tobe 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 Project. PROJECT SECTION II.TERMINATION OR SUSPENSION OF CONTRACT OR ii.I The city manager may suspend the execution of the Project, in whole or in part, or terminate this Contract, with or without cause, by giving thirty (30) days prior written notice thereof to CONSULTANT, or immediately after submission to CITY by CONSULTANT of any completed item of Basic Services. Upon receipt of such notice, CONSULTANT will immediately discontinue 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 only in the event of a substantia! failure of performance by CITY or in the event CITY indefinitely withholds or withdraws its request for the initiation or continuation of Basic Services or the execution of the Project. 11.3 Upon such suspension or termination by CITY, CONSULTANT will be compensated for the Basic Services and Additional Services performed and Deliverables received and approved prior to receipt of written notice from CITY of such suspension or abandonment, together with authorized additional and reimbursable expenses then due. If the Project is resumed after it has been suspended for more 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 011002 sm 0052844 8 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 in the reasonable exercise of her disc[etion. 11.4 In the event of termination of this Contract or suspension of work on the Project by CITY where CONSULTANT is not in default, CONSULTANT will receive compensation as follows: 11.4.1 For approved items of services, CONSULTANT will be compensated for each item of service fully performed in the amounts authorized under this Contract. 11.4.2 For approved items of services on which a notice to proceed is issued by CITY, but which are not fully performed, CONSULTANT will be compensated for each item of service in an amount which bears the same ratio to the total fee otherwise payable for the performance of the service as the quantum of service actually rendered bears to the services necessary for the full performance of that item of service. 11.4.3 The total compensation payable under the preceding paragraphs of this Section will not exceed the payment specified under Section 5 for the respective items of service to be furnished by CONSULTANT. 11.5 Upon such suspension or termination, CONSULTANT will deliver to the city manager immediately any and all copies of the Deliverabies, whether or not completed, prepared by CONSULTANT or 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. 11.6 The failure of CITY to agree with CONSULTANT’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 notbe construed as a failure on the part of CONSULTANT to fulfill its obligations under this Contract. SECTION12. ASSIGNMENT 12.1 This Contract is for the personal services of CONSULTANT, therefore, CONSULTANT 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 will not be deemed to be a consent to any subsequent assignment. Any assignment made without the approval of CITY will be void and, at the option of t~e city manager, this Contract may be terminated. This Contract will not be assignable by operation of law. 011002 sm 0052844 SECTION 13. NOTICES 13.1 All notices hereunder will be given, in writing, and mailed, postage prepaid, ~by certified mail, addressed as follows: To CITY:Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 14.CONFLICT OF INTEREST 14.1 In accepting this Contract, 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 Services. 14.2 CONSULTANT further covenants that, in the performance of this Contract, it will not employ contractors or persons having such an interest mentioned above. CONSULTANT certifies that no one who has or wil! 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 15. NONDISCRIMINATION 15.1 As set forth in the Palo Alto Municipal Code, no discrimination will be made in the employment of persons under this Contract because of the age, race, co!or, national origin, ancestry, religion, disability, sexual preference or gender of such person. If the value of this Contract is, or may be, five thousand dollars ($5,000) or more, CONSULTANT 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". 15.2 CONSULTANT agrees that each contract for services from independent providers will contain a provision substantially as follows: "[Name of Provider] will provide CONSULTANT with a certificate stating that [Name of Provider] is currently in compliance with a!l i0 011002 sm00528~ 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." 15.3 If CONSULTANT 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-five dollars ($25) for each person for each calendar day during which such person was subjected to discrimination, as damages for breach of contract, or both. Only a finding of the State of California Fair Employment Practices Commission or the equivalent federal agency orofficer will constitute evidence of a breach of this Contract."- SECTION 16.MISCELLANEOUS PROVISIONS 16.1 CONSULTANT represents and warrants that it has knowledge of the requirements of the federal 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. CONSULTANT will comply with or ensure by its advice that compliance with such provisions will be effected pursuant to the terms of this Contract. 16.2 Upon the agreement of the parties, any controversy or claim arising out of or relating to this Contract may be settled by arbitration in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. 16.3 This Contract will be governed by the laws of the State of California, excluding its conflicts of law. 16.4 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 or in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 16.5 T~e prevailing party in any action brought to enforce the terms of~this Contract or arising out of this Contract ii 011002 sm 0052844 may recover its reasonable costs and attorneys’ fees expended in connection with that action. 16.6 This document represents the entire and integrated Contract 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. 16.7 All provisions of this Contract, whether covenants or conditions, will be deemed to be both covenants and conditions. 16.8 The covenants, terms, conditions and provisions of this Contract will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants, as the case may be, of the parties. 16.9 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< 16.10 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. 16.11 This Contract may be executed in any number of counterparts, each of which will be an origina!, but all of which together will constitute one and the same instrument. 16.12 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 16.12 will take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Contract. // // // // 011002 sm 0052844 12 IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Contract on the date first above written° APPROVED AS TO FORM:CITY OF PALO ALTO City Attorney APPROVED: Director of Utilities Director of Administrative Services Assistant City Manager ENCON ENERGY CONSERVATION COMPANY, INC. Name : Risk Manager Title: Name : Title: Taxpayer Identification No. (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) Attachments : EXHIBIT "A" : EXHIBIT "B": EXHIBIT "C" : EXHIBIT "D": SCOPE OF PROJECT &TIME SCHEDULE RATE SCHEDULE INSURANCE NONDISCRIMINATION COMPLIANCE FORM 011002 sm 0052844 13 CERTIFICATE OF ACK~OW’L~D~M~NT (Civil Code § 1189) STATE OF ~) ~. ) SSo Oni~ ~ ~]r.~i_6~i 2001, before me, the undersigned, a Notary Public in ~n~ f~o} sai~ County and State, personally appeared ~O/~-4~q- ..~._( ~[]~O ~ , personally known to ~ ~r j~o~ed hb ~e-on the ~asis of satisfactory evidence to be the person(~ whose name(i) is/ale subscribed to the within instr~ent and acknowledged to me that he/ .... , .... ~ executed the same in his/~ authorized capacity(i~), and that by his/~ signature ~ on the instr~ent the person(~), or the entity upon behalf of ~hich the person(~ acted, executed the instrument. WITNESS my hand and official seal. S~~ur<of Nota~r~ Pu~-blic Commi~ion # 11~ Public -- Colifom~a ~anta Clara C~n~ MyC~m. ~ Jun 5 O11002 sm 0052844 14 1.OBJECTIVE AND OVERVIEW The objective of this solicitation is to secure electric, gas and water resource efficiency consulting services, for the City of Palo Alto (CITY) Utilities Department and its commercial, industrial and institutional customers. The services will be provided by the consultant on an as- requested basis, when the need for se~ices i,s determined by the CITY. Consultant work will be directed by the CITY’s Project Manager through the issuance of written task assignments. The scope and the fee for each task assignment will be negotiated between the consultant and the CITY’s Project Manager prior to commencement of the requested work. The initial contract period will be for one year with an option to extend the contract annually for up to two additional years, subject to Council approval of sufficient funds. Services will be offered to commercial, industrial and institutional customers on an as-needed basis. The contract will be written on a time and materials basis. The resource efficiency consultant shall perform comprehensive resource efficiency studies providing customers with recommendations on facility retrofit and new construction projects. Other services include project design review, economic analysis, technical assistance and training for both Utilities staff and customers.. The CITY will select no more than four consultant firms to retain the required expertise in.all the task areas. The selection criteria are described below. "’ 2..BACKGROUND To continue to provide high quality, high value services to our commercial, industrial and institutional customers, the CITY has identified the need for consultant-based engineering assistance. The assistance supports activities such as resource efficiency studies, project design review, commissioning services, seminars and related specialized technical services. Consultant services are used to augment staff resources and provide specialized knowledge, analysis and independent appraisal. Consultant work is assigned on an as-needed basis to support Utilities Marketing Services objectives as they relate to commercial, industrial and institutional customers. Over the past ten years, Utility Marketing Services has provided similar consultant contract services. The services targeted perform a diverse array of projected analyses driven by customer requests. Customer requests have included evaluation of customer’s lighting, heating, air-conditioning, motors, controls, and electrical, gas and water process equipment, system commissioning and new construction design review. 3.CONTRACT SCOPE A.Responsibilities CITY will perform all marketing and screening required to provide Contractor with contacts at the customer accounts selected for project evaluations. (2) CITY will provide Contractor with electric, gas and water consumption (3) history of each participating customer. CITY will work with Contractor to develop all informatidnal materials. All materials must be approved by CITY. (4) (5) The CITY will contact the,customer and arrange meetings. Contractor will provide all equipment, materials and personnel required to do the resource studies as specified. (6)Contractor will perform all field visits necessary to perform preliminary and/orcomprehensive energy and water use analysis. (7)Contractor will provide draft and final copies of all customer materials to the CITY priorto delivering the materials to the customer. At the direction of the CITY’s Project Manager, the consultant(s) shall provide resource efficiency studies, design reviews and seminars on an as-needed basis, including: - (1)Resource Efficiency Studies .The scope of studies may range from phone consultations with customers, review of field monitoring results, recommendations, review of equipment plans, site walk-through, to detailed engineering analysis of all electric, gas and water using systems. The study tasks may include, but are not limited to: Review of customer facility drawings, historical utility billing data, and available customer interval load data. Review of current and forecasted electric, gas and water commodity utility rates, and all customer financial decision-making criteria. c.Data Collection and monitoring critical equipment loads. Simulation of annual energy use with calibration from available monitored load data. eo Evaluation of resource efficiency improvement options. Report should include the following for each recommendation: ¯Estimated energy and water consumption (peak kilowatts, kilowatt-hours, therms and hundred cubic feet) of proposed measures ¯Annual energy and water consumption savings ¯Annual maintenance savings ¯Life cycle cost Presentation of Findings (draft and written reports including details of site-specific data, and possible on-site presentation to customer) Consultant reports should include appendices with information on customer utilities history (provided by the CITY), and sample equipment specification sheets for recommend&tions (2) he Work will be done in a timely manner as agreed on with CITY Project Manager and Contractor Lighting Design Services Provide I:ighting design services. Tasks include reviewing lighting designs, developing new designs, making recommendations for efficient alternatives. (3) Project Design Review Tasks include reviewing designs for all electrical and mechanical equipment and making recommendations for cost-effective efficiency measures. (4) Commissioning Services - Provide commissioning services on an as-needed basis to commercial custo.mers. Tasks include but are not limited to: a.Develop a detailed commissioning plan Identify all scheduling and operation problems for lighting, HVAC, and process equipment. Equipment monitoring over time may be required. Provide draft and final commissioning reports to CPAU and the customer. (5) Seminars and Workshops Conduct resource efficiency related seminars. Dates and topics to be determined. (6) Comprehensive Resource Plan Develop a plan for commercial customers to use in all aspects of resource utilization such as utility management, energy retrofits, benchmarking, and resource procurement. TASK ASSIGNMENT PROCEDURE The selected consultants will be assigned the various tasks as they occur, depending on the scope of the task and their area of expertise and at the discretion of the CITY’s Project Manager and the customer. A.The CITY’s Project Manager will define the task and provide a written description go of the task to the selected consultant. The consultant shall provide CITY a written, fixed price quotation for services along with an hourly rate, number of hours and an estimate of the cost of the task. The consultant may charge a reasonable fee for his or hertime required for the visit. This may be added to the cost of the project assignments or charged separately. If the consultan.t declines to perform the work on an offered task, the CITY’s Project Manager should be notified within five working days after the site visit. Do Based on the price quotation, CITY will authorize the work with a written "Notice to Proceed," or redefine the tasks associated with the assignment. A project completion date will be set by CITY. Fo The consultant shall complete the work and provide the CITY with the delivef’ables. A 95% complete draft report must be submitted at least 10 working days before the project deadline for CITY review and comment. A final report will be completed for all sites (including those receiving only a.walk- through audit) two weeks after audit completion. The final report will include all findings of the audit in a clear, concise format, along with appropriate informational materials. The audit will be considered completed only after the final report is submitted for each site. 5.~ DELIVERABLES The deliverables will be determined on a task-by-task basis. Deliverables include data on disk or written reports, a summary of site walk-through recommendations, calculations, or presentations. Oral presentations and staff training sessions may be video recorded by CITY. All reports and written materials must be provided to and approved by CITY’s Project Manager prior to delivery to the customer. 6.PROPOSAL SUBMITTAL In addition to the minimum Submittal Requirements of Part III herein, please submit the following information with your proposal: A°A description of the consultant’s company, years in business and areas of expertise. Please list level of experience in any of the following areas: resource efficiency studies, lighting design, new construction design review, commissioning, seminars/workshops and resource plan development. Please assign an approximate percentage to the amount of business your firm does in any category as well as traditional building design work. A minimum of 5 references for similar services which include reference name, address, phone number, type of project, project value, project scope description and customer segment (manufacturing, office, computer room, etc.). C. A list of project team members, their titles and their hourly billing rates. Hourly Do Eo billing rates may be adjusted annually at a percentage rate not to exceed the Consumer Price Index listed for the San Francisco/San Jose area. A list of software, relevant analysis tools and equipment.the consultant may use in performing reliability studies and design reviews. Cost estimates for the foll(~wing ~ample tasks (state any assumptions regarding the task): (1)Prelimin&ry resource efficiency study for a 100,000 S.F. research and development facility. Study shall include a preliminary walk-through of facility and a list of efficiency measures, costs and savings~ (2)Comprehensive engineering study of same facility. Study shall include all task items identified in section 3. B. (1) (3) (4) (3) Review a proposed design for all electrical-mechanical energy consuming equipment in a new 100,000 SF. R&D facility.. A lighting design for a small retail store (1,000 SF). One day workshop on building commissioning: Problems, Analysis and Solutions. Includes designing handouts. A Statement that addresses the consultant’s ability to respond to taskdescriptions and satisfactorily complete assigned tasks in a timely fashion. 7. SELECTION CRITERIA No more than four consulting firms will be retained to perform the services specified in this document. The consultants will be selected based on the following criteria: 2° 3. 4. 5. Relevant experience Qualifications of staff, including professional registration Completeness of proposal Ability to respond to task assignments and accessibility. Cost CITY reserves the right to reject any and all proposals (see Part III herein). The consultants shall be required to provide a Certificate of Insurance as a prerequisite to contract award. The attached Insurance Requirements form details the minimum liability limits. The consultant shall sign a statement of non-discrimination. EXHIBIT "B" List of Team Members Robert P. Trifunovic, P.E. Kevin W. Carter, P.E. Kurt J. Kovach, P.E. Ben M. Sprinkle Gerald Neuffer, P.E. David Ha, P.E.Electrical Engineer Dao Nguyen Sr. Designer Administration Support/Production Principal in Charge Srl Project Manager- Mechanical Mechanical Engineer Mechanical Engineer Project Manager- Electrical $150/hr. $130/hr. $110/hr. $110/hr. $120/h r. $110/hr. $100/hr. $60/h.r. 4940 El Camino Real ¯ Los Altos ¯ California 94022 ¯ USA (650) 961-8095 ¯ Fax (650) 964-3754 email: info@encon.com PART I!1 - PROPOSER INFORMATION SECTION 300A PROVIDE THE INFORMATION REQUESTED BELOW OR INDICATE "NOT APPLICABLE", IF APPROPRIATE NAME OF PRPOSER (COMPANY) Encon Energy Conservation Comp/hy, ~n¢, ADDRESS 49A0 E1 ~minn Real. Los Alt~s. CA IRSNumber: Phon~F~ Number: (650) 941-~n .I Proposer is a: California Corporation Corporation organized under the laws of the State of with head offices located at and offices in California at , proprietor. California Limited Liability Company Sole Proprietorship; Partnership Limited Liability Partnership List haines of partners; state which partner or partners are managing partner(s) []Othei" (attach Addendum with explanatory details) B.How many years have you (or your firm) done business under the name listed above? C.How many years of experience similar to work or services covered in this RFP? D.Provide relevant references of contracts satisfactorily completed in the last three (3) years: CUSTOMER COMPANy Xerox Corporation Project: P.A. Researcl The Muller Company Project: 3031Tisch.~ Ford Land Co. Project: 3000 Sandhil] Gap Corporate iArchitecture - Nation% !Keenan/Lovewell Project: Netscape-Mou[ CONTACT~HONENUMBER Andrea Spink (650) 812-4059 Center Sylvia Reichley (408)985-1555 Gary Wimmer (650) 854-3000 Richard Chang (650)874-4493 iide Perry Palmer-,(650) 321-5517 itain View DATE COMPLETED Stillin;, Progress Still in Progress 7/99 Ongoing Projects 7/0o (PROVIDE ADDITIONAL SHEETS, IF NECESSARY) 25 years 25 years CONTRACT AMOUNT $16,000 $i0,000 NTE $9,000 NTE Varies $9,000 NTE CITY OF PALO ALTO RFP 133201 PAGE 1 OF 4 PA~TIII-PROPOSERINFORMATION SECTION 300A Eo Have you (or your firm) previously worked for the City of Palo Alto? ~ Yes, or ~ No (if "Yes", list above, or if necessary, provide information on add!tional sheets). See Additional Sheet. If applicable, provide a list of the plant(s), and/or facilities, and equipment owned by the Proposer which are available for use on the proposed work as may be required herein. QUANTITY NAME/TYPE!MODEL, CAPACITY, ETC.CONDITION LOCATION- (INCLUDE ADDITIONAL PAGES IF NECESSARY) Provide a list of the Proposer’s management staff who will manage the proposed work or services: NAME Robert P. Trifunovic. Kevin W. Carter Gerald Neuffer FIELD OFF--XPERTIS~CAPABILITIES/EXPERIENCE Mechanical P.E., Principal, 25 years experience Mechanical P.E., Operations Manager, 7 years experience Electrical P.E., Power Lighting, Fire Alarm Systems, ii (INCLUDEADDITIONALPAGESIFNECESSARY)_ H.Contractors license., number/type: -Minority Business Enterprises: .o Proposer is ~, or is not X a minority, or Women, or Disadvantaged Business Enterprise Small Business Concern: Proposer is __X__._, or is not ¯a Small Business Concern Identify the names and business address of each subcontractor performing work, under this RFP. After opening of Proposals, no changes or substitutions will be allowe~ except as otherwise permitted by City. The listing of more titan one subcontractor for each item of work to be performed With the words ’and/or’ will not be permitted. Failure to comply with this requirement will render the Proposal as non-responsive and may cause its rejection. List all such subcontractors below, or in additional sheets, as required: NAME AND ADDRESS 1 ~ct~r~l Engineers Inc."4v/0 E± ~amino ~ea±T,o~ AI~o~ C~ 9AO~ 2.~.~P~ruce, Ste- i~0~bourn ~an ~ranclsco~ CA "~.~ ga~ley~ E~ineers 4. SCOPE OF WORK Structural Engineers Commissioning Pool Consultant (INCLUDEADDITIONALPAGESIFNECESSARY) :s Or, D Subcontractors will not perform work, provide labor, or render services in or about the work covered by this RFP (check and initial). CITY OF PALO ALTO RFP 133201 PAGE 2 OF 4 " PART III - PROPOSER INFORMATION SECTION 300A L. Addenda Or, During the Proposal process there may be changes to the PrOposal documents, which would require an issuance of an addendum or addenda. City disclaims any and all liability for loss, or damage to any Proposer who does not receive any addendum issued by City in connection with this RFP. Any Proposer- in submitting a Proposal is deemed to waive any and all claims and demands Propose[" may have against City on account of the failure of delivery of any ~uch addendum to Proposer. Any and all addenda issued by City shall be deemed included inthis RFP,~and the provisions and instructions therein contained shall be incorporated to any Proposal submitted by Proposer. To assure that all Proposers have received each addendum, the following acknowledgment and sign-off is required. Failure to acknowledge receipt of an addendum/addenda may be considered an irregularity in the Proposal:- Addendum number(s) received:[~ll; []2; []3; []4; []5; []6;[]7; []8; []9 [] ~_ ~No Addendum/Addenda Were Received (check and initial). The Proposer represents that it has not retained a person to solicit or secure a City contract (upon an agreement or understanding for a commission, percentage, brokerage, o~" contingent fee) except for retention Of bona fide employee or bona fide established commercial sel!ing agencies for the purpose of securing business. Proposer’s Designated Contact Name: Kevin W. Carter Title:Mechanical P.E./sr. Project Manager Phone:,, (650) 961-8095 Fax:,(650) 964-3754 The firm and individuals listed below, certify that they do not ~liscriminate in employment with regards to age, race, color, religion, sex, national origin, ancestry, disability, or sexual preference; that they are in compliance with all federal, state, and local directives and executive orders regarding nondiscrimination in employme.nt. Proposer is required to provide a certificate in good standing from the State of California with its Proposal. The undersigned hereby agrees to and accepts the terms and conditions of this RFP. Signatures (Must be the same.2~i/gnature(s) as will appear on Contract): ~SY~7/"3, fJ Second O~cer**. (Signature)/,z.(Signature) Robert P. Trifunovi¢ (Printed name of signatory)(Printed name of signatory) President (Title of signatory)(Title of signatory) Note:California Corporations Code Section 313 requires two corporate officers to execute contracts. The signature of First Officer* must be one of the .following: Chairman of the Board; President; or Vice President. The signature of the Second Officer** must be one of the following: Secretary; Assistant Secretary; Chief Financial Officer; or Assistant Treasurer. In the alternative, a certified corporate resolution attesting to the signatory authority of the individuals signing in their respective .capacities is acceptable. CITY OF PALO ALTO RFP 133201 .PAGE 3 OF 4 PART III - PROPOSER INFORMATION SECTION 300A Ro The undersigned certifies that the Proposer is not a corporation, and is not subje¢t to the requirements of Ca/ifomia Corporations code, and hereby agrees to, and accepts the terms and Conditions of this RFP. (Signature) (Printed name of signatory) (Title of signatory) CITY OF PALO ALTO RFP 133201 ¯PAGE 4 OF 4 ENCON ENERGY CONSERVATON COMPANY, INC BOARD OF DIRECTORS RESOLUTION A special meeting of the Board of Directors of ENCON Energy Conservation Company, Inc. was held in Los Altos, California on October 18, 2001 at 12:45 p.m. The following director, constituting a quorum, the recording secretary of the day and controller were present as follows: Robert Trifunovic,.Sylvia Monahan and Carol Gottlieb The President of Encon acted as chairman of the meeting RESOLUTION: Attesting to the signatory authority of the individuals signing in their respective capacities is acceptable. RESOLVED: That Robert Trifunovic, acting as both President and Secretary of. the board, has been authorized to sign the contract with the City of Palo Alto as he is the sole member of the Board. FURTHER RESOLVED: This resolution shall be in full force and effect and binding upon Corporation unless the resolution is repealed, revoked, or amended. - There being no further business before the meeting, the same was, upon motion made, seconded and carried, duly adjourned../! Dated:~2~’~’ /~:~" ~g:~g2/ ~~ Robert P. Trifunovic, Chairman Monahan, Recording Secretary ATTACHMENT D PART I- REQUEST FOR PROPOSAL SECTION 1 PALO ALTO CITY OF PALO Purchasing and Contract Administration 250 HAMILTON AVENUE PALO ALTO, CA 94301 P.O. BOX 10250 PALO ALTO, CA 94303 March 15, 2001 The City of Palo Alto, Purchasing and Contract Administration request a Proposal on behalf of the Utilities Department for: Project Title:Resource Efficiency Services; Request for Propsal (RFP) Number 133201A Description of Project:Provide Consulting Services, including all incidental and rela’t&d work as required by PART III, Scope of Work, herein. Project Manager: Telephone: Lindsay Joye (650) 650.329.2680 Contract Manager: Telephone: Fernando Velez (650) 329-2460 A.Proposal Submittal Information 1.0 Proposal closes (The Proposal, in its Entirety, must be received by Purchasing and Contract Administration not later than)3:00 P.M., Tuesday, May 15, 2001. Documents will not be accepted after 3:00 P.M., Tuesday, May 15, 2001 2.0 3.0 4.0 5.0 Proposals may not be delivered by facsimile transmission or other telecommunication or electronic means. Proposals arriving after the deadline will be returned, unopened, to their senders. Date, Time, and Location of Proposal Opening: Proposals will be opened in the Council Conference Room at the Palo Alto Civic Center, 250 Hamilton Avenue, First Floor, Palo Alto, at 3:00 PM on the date of Bid closing. All Proposals shall be opened and (only) the name of the Proposer shall be read. Proposers, or their representatives and other interested persons may be present at the Proposal opening. CITY OF PALO ALTO RFP 133201A PAGE 1 OF 3 PARTI-REQUESTFOR PROPOSAL SECTION 1 B.Submittal of Documents: 1.0 Submit documents by delivering or mailing to the Manager, Purchasing and Contract Administration: (Delivery)(US Mail) City of Palo Alto Purchasing and Contract Administration Mezzanine, Civic Center 250 Hamilton Avenue Palo Alto, CA 94301 City of Palo Alto Purchasing and Contract Administration PO Box 10250 Palo Alto, CA 94303 2.0 Proposers assume the risk of the method of dispatch chosen. 3.0 All Proposals and accompanying documents shall be submitted in a sealed envelope. The outside of the envelope shall be marked, and identified as follows: IProposal Enclosed Project Title: Resource Efficiency Services, Request For Proposal (RFP) Number 133201A Proposer/Company Name and Return Address C.Pre-Proposal Conference Information: A pre-Proposal Conference is not scheduled. D.Proposal Documents: Proposal Documents are available from the City of Palo Alto, Purchasing and Contract Administration, Mezzanine, Civic Center, 250 Hamilton Avenue, Palo Alto, CA 94301 (Telephone number 650.329.2271 ). E.Proposal Requirements: The Proposer shall respond to all requirements in accordance with the terms and conditions, description, information and instructions, and all Sections and schedules of Parts I, II, and III, herein, and shall be required to: Agree with the terms and conditions of this RFP; Comply with the requirements of, and submit information, and documentation, including executed forms, as required by, this RFP; Be licensed with, and as required by the State of California; Properly execute its Proposal; Be knowledgeable of, and comply with, applicable local, state, and federal laws, regulations, codes, and ordinances; Comply and document compliance with City’s insurance requirements, when so required; Meet and comply with all other requirements specified in this RFP. City may at its option, for any or for no reason, reject all Proposals, re-advertise an RFP, cancel an RFP, or elect to itself perform the Project. CITY OF PALO ALTO RFP 133201A PAGE 2 OF 3 ATTACHMENT D PART I - REQUEST FOR PROPOSAL SECTION 1 PAI.O AI.70 P..urchasing and Contract Administration PALO ALTO,.OA 94301 P.O. BOX 10250 PALO ALTO, CA 94303 March 15, 2001 The City of Palo Alto, Purchasing and Contract Administration request a Proposal on behalf of the Utilities Department for: Project Title: Description of Project: Resource Efficiency Services; Request for Propsal (RFP) Number 133201A Provide Consulting Services, including all incidental and rela’t~d work as required by PART II1, Scope of Work, herein. Project Manager: Telephone: Lindsay Joye (650) 650.329.2680 Contract Manager: Telephone: Fernando Velez (650) 329-2460 Proposal Submittal Information 1.0 Proposal closes (The Proposal, in its Entirety, must be received by Purchasing and Contract Administration not later than) 3:00 P.M., Tuesday, May 15, 2001. Documents will not be accepted after 3:00 P.M., Tuesday, May 15, 2001 Proposals may not be delivered by facsimile transmission or other telecommunication or electronic means. 3.0 Proposals arriving after the deadline will be returned, unopened, to their senders. 4.0 Date, Time, and Location of Proposal Opening: Proposals will be opened in the Council Conference Room at the Palo Alto Civic Center, 250 Hamilton Avenue, First Floor, Palo Alto, at 3:00 PM on the date of Bid closing. All Proposals shall be opened and (only) the name of the Proposer shall be read. 5.0 Proposers, or their representatives and other interested persons may be present at the Proposal opening. CITY OF PALO ALTO RFP 133201A PAGE 1 OF 3