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HomeMy WebLinkAbout2000-02-07 City CouncilCity of Palo Alto City Manager’s Report TO: FROM: DATE: HONORABLE CITY COUNCIL CITY MANAGER FEBRUARY 7, 2000 DEPARTMENT: UTILITIES CMR:123:00 9 SUBJECT:APPROV~ OF ELECTRIC POWER QUALITY CONSULTANT SERVICES CONTRACTS WITH ELECTROTEK CONCEPTS, INCORPORATED, EPRI-PEAC CORPORATION, AND COMPETENT TECHNICAL SERVICES, IN THE AMOUNT OF $240,000, OVER A THREE -YEAR PERIOD RECOMMENDATION Staff recommends that the Council approve and authorize the Mayor to execute the attached contracts with Electrotek, EPRI-PEAC Corporation, and Competent Technical Services, in the amount of $240,000 over a three-year period. As part of the normal budget process, Council will be requested to approve the program funding each fiscal year. PROJECT DESCRIPTION The work to be performed under the contracts is for power quality consultant services. These services are used to assist electric utilities customers who desire to either eliminate power quality problems in their facilities and processes and/or to enhance reliability of their electrical distribution systems. Power quality solutions enhance overall facilities reliability by ’offering customers detailed information on electrical system performance. This detailed information is extremely valuable in assisting customers in identifying cost-effective mitigation options. For the past three years staffhas utilized power quality consulting services to augment limited in-house resources and to improve key and major account customer satisfaction. City of Palo Alto Utilities wants to provide power .quality services, on an as-needed basis, whenever the City’s 30 key and 160 major account customers call for assistance. To date, the City has provided complex power quality audits, system monitoring and simple walk-through services to 25 of the largest key and major account customers. These 25 customers provide over $20 million annually to the electric utility revenue. The majority of these key and major account companies have expressed high satisfaction with CPAU power quality services and Often request that CPAU review additional critical process areas. CPAU has also gained valuable information through the power quality program on the performance of its own electrical CMR:123:00 Page 1 of 4 distribution system. The monitored data gathered through the power quality program was used to improve local control over future load shedding in relation to the City’s interconnection with PG&E. Through the power quality program, CPAU has also provided a popular series of power quality customer education courses. These courses provide overviews to facilities managers, business owners, and residential customers on how to protect their electrical equipment and enhance their ability to "ride-through" electrical distribution system disturbances. Selection Process " Staffsent a request for proposals (RFP) to 19 consulting firms on October 27, 1999. The proposal period was 41 days. A pre-proposal meeting was held on November 10, 1999, with three bidders attending. Responses were received from five qualified consulting firms on December 7, 1999. Proposals ranged from $9,600 to $10,000 for a detailed power quality audit. Proposals were reviewed and four of the firms were selected for oral interview by a four-member selection.committee comprised of Electric Engineering and Marketing Services staff. Interview and proposal evaluation results are listed in Attachment A. Those firms not responding indicated eiiher they did not supply the type of service desired, or were unavailable to take on new work. The committee carefully reviewed each of the firm’s qualifications and submittal relative to the following criteria: RFP response; relative experience related to power quality auditing; technical expertise; professional demeanor; written and verbal communication skills; ability to create and provide information and power quality tools via the Web; monitoring and reliability capabilities; familiarity with pertinent software and hardware; and rate schedules. Staff checked references supplied by the contractor for previous work performed and found no significant complaints. Staff has reviewed all of the proposals submitted and recommends that the services provided by the three top firms based on points evaluation be accepted. Electrotek was selected because of it’s excellent past performance in delivering power quality se .rvices, educational presentations and Web- based power quality tools; EPRI-PEAC Corporation was selected because of it’s research, extensive power quality data base, access to industry expertise, and potential for providing Web-based power quality tools. Both of these firms will provide services for key account customers. Competent Technical Services was chosen to provide specialized power quality audit and monitoring services to the Major Accounts sector. Staff is recommending an allocation of funding to be $40,000 for Electrotek, $25,000 for EPRI- PEAC, and $15,000 for Competent Technical Services for the first year of power quality services. CMR: 123:00 Page 2 of 4 RESOURCE IMPACT Funds have been budgeted in the Electric Fund Operating Budget. Power quality consultant services will be used on an as-needed basis as customers request. Each specific site requirement will be reviewed by CPAU staff and once a scope is developed, CPAU will determine which consultant(s) to solicit a quote. POLICY IMPLICATIONS This report .does not represent any change to existing City policies. The power quality program was one of seven programs approved by Council under its policy to support both community environmental policies and the Department of Utilities’ goal of enhancing the satisfaction of customers (CMR:209:96). ENVIRONMENTAL REVIEW This is not a project under the Califomia Environmental Quality Act (CEQA). ATTACHMENTS Attachment A:Evaluation Summary PREPARED BY: Virginia Waik, Utilities Marketing Engineer DEPARTMENT HEAD’. JOHN ULRICH Director of Utilities CITY MANAGER APPROVAL: ._L--~.~ /,J . CMR: 123:00 Page 3 of 4 ATTACHMENT A Evaluation Summary COMMITTEE WEIGHTED RESULTS Category Weight[ PEAC [ Horizon ] Competent Electrotek Communication Hourly Fee Staff Qualifications; Local Staff Resources; # Employees Available PQ Expertise; Web Tools; Reliability; Distributed Generation; Site Audits Tools/Analysis; Problem Approach; Monitoring Equipment & Sotiware (20 points max) 20 30 30 20 15 $165 plus. Travel & Lodging 23 Abundant resources, some local resources 25 Fairly new busi entity 20 Hook up & Monitoring 10 $95 20 Limited on site resources, local 18 Planned to subcontract some services 17 No hookup monitoring 12 $200 20 Limited on site resources, local 20 18 Direct installation Hook up 17 $2O0 25 Abundant resources including Web based products & monitoring tools, no local 27 Web tools available 2O Hook up & monitoring TOTALS:100 85 65 70 91 CMR:123:00 Page 4 of 4 ,COMPETENT ~T ECHNICAL IIS ERVICES Debbie Parks City of Palo Alto Purchasing & Contract Administration First .Floor, Civic Center 250 Hamilton Avenue Palo Alto, CA 94301 18 Janua~,2000 Dear Debbie, Thank you for the chance to briefly discuss the insurance requirements for RFP# 120275. I have included a copy of my cover letter to the Utilities Marketing Services in - response to this RPF to show the portions that CTS has responded to. The issue of errors and omissions insurance has come up a number of times in CTS’s prior and ongoing contracts with customers such as Siemens, Kaiser Hospitals and .Toshiba Medical Systems because of the high dollar values associated with the cost and installation of medical equipment. In all cases, the scope of work for these customers is identical to the items I have responded to in the fore-mentioned RFP. In all cases, the above mentioned customers have agreed that no errors and omissions insurance is required because of the scope of work. CTS is specifically not drawing plans for construction, or installing, building or designing products for use in the applications responded to. As CTS is a sole proprietor business with only one employee, excessive insurance requirements can result in a dramatically higher fee structure with no appreciable increase in real value to the customer. Please consider my request to adjust the insurance limits for the items in my response to the limits shown on the included certificates of insurance for general liability and vehicle insurance as well. I look forward to working with you. If you have any questions regarding this information, please don’t hesitate to call me at (925) 743-4115. Sincerely, cc: Virginia Waik Utilities Marketing Services (925) 743-4115 SURVEYS~,~ FOR ELECTRICAL AND SOLUTIONS "~ PROBLEMS 429 EL ALAMO DANVILLE, CA 94526 AC_ORD. CERTIFICATE OF LIABILITY INSURANC .! ONLY AND CONFERS NO ~GHTS UPON TH.~ CERTIFICATE Tanner Insurance Brokers HOLDER. THIS CERTIFICATE DOES NOT A,~I~.ND, EXTEND OR 4670 Willow Road, Suite 250 ALTER THE COVERAGE AFFORDED BY TH~ POLICIES BELOW. Pleasanton CA 94588 Phone: 925-463=9672 Hax: 925-463 = 0192 INSURERS AFFORDING CO~= ERAGE ~SURED ~SURER&’General Star Indemnit~ Co. IN~URER B;Competent Technical. Services .... Manska, ~ba I~SURER ~Jack429 E1 Alamo .~SURE~D:Danville CA 94526 I ~SURER E., COVERAGES THE POLICIE~ OF INSURANCE LISTED BELOW HAVE BEEN I~UE0 TO THE INSURED NAMED ~OVE FOR THE POLICY PERIOD INDIC&TED. NOTW~H~TANDI~G ANY REQUIREMENT, ~RM OR CONDmON OF ANY CONTRACT OR OTHER DOCUMENT V~TH RESPECT TO WHICH ~H~ CERTIFICATE MAY BE ISSUED OR ¯ MAY PERT~N, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERM~ EXCLUSIONS AN0 CONDRIONS OF SUC~ POLICIES, AGGREGATE MMIT~ SHOWN MAY H~VE BEEN REDUCED B~ P~D CLAIMS. DATE IMM~D~r~qTYPE OF IN3URANCE GENERAL UABlUTY ~COMMERG~L GENERAL L~81L~ CLA~S M~OEo ~l OCCUR AUTOMOBILE UAEIIUTY ~NY /V,J. OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NONK:)WNED AUTOS GARAGE UABILR~ F.XO F..55 LIASIMTY P(~ICY NUMBER IMA691710B ~DEDUCTIBLE RETENTION $ WORKER~ COMPEN~A~ON AND EMPLOYER~° LMUBILITY OTHER J DESCRIPTION OF OPERATIONS/LOC~TIONS/VEHICLE.~IEXCLUSION$ ADDED BY ENDORSEMENTISP~CIAL PROVISIONS ~o/o7/oo EACH OCCURRF_N~,~ RRE O~GE (,~y ~ lye) MED ~ (~o ~n) GENE~ A~TE PRODU~S - C~P COMB~ED BODILY I~RY (Per ~) BODILY INLAY~r e~nO PROPER~ D~ A~O ONLY - EA ACCIDENT OTH~ TH~AU~ ONLY: ~CH OCCU~ENC~ AGGREGATE TOR~L~£~ E.L, ~CH ACCIDEh~ E.L DISUSE - ~ ~PLOYEE E.L DI~SE. P~ L~IT sSO0,000 s50,000 s Exaluded sSO0,O00 =500,000 ’$E~cluded $ $ $ CERTIFICATE HOLDER ADDITIONAl" |NSURED= INSURER City Of Palo Alto UtilityMarke~±ng Services 250 Hamilton Avenue Palo Alto CA 94301 i~CORD 2~S (7197) CANCFLLATION ,~HOuLD ANY OF THE ABOVE DESCRIBED POLICt ES BE C~CELLEO BEFORE THE EXPIRA’I~O~ DATE THEREOF, THE I~ISUING INSURER ~LL ENDEAVOR lO MAI~, 30~ D~YS WRITI’~N N OTIC~.." TO THE CERTI FIP-J~TE HOLDER I~J~ED TO "131E LE !-r, BUT F~LURE ~ DO SO SHAM. IMPOSE NO OBLIGATION OR LIASlUTY OF ~O~ THE INSURER, ITS AGENI"~I OR JAN-18-2000 09:d$92~96~P. OI Jan- 18-00 ,CERTIFICATE OF INSURANCE SUCH INSURANCE AS RESPECTS THE INTEREST OF THE CERTIFICATE HOLDER WILL NOT BE CANCELED OR TERMINATED WITHOUT GIVING 10 DAYS PRIOR WRITTEN NOTICE TO THE CERTIFICATE HOI~DER NAMED BELOW, Bu~" IN EVENT SHALL THIS CERTIFICATE BE VALID MORE THAN 30 DAYS FROM THE DATE WRITTEN. THIS CERTIFICATE OF INSURAN(: DOES NOT CHANGE THE COVERAGE PROVIDED BY ANY POLICY DESCRIBED BELOW. This certifies that: ~ STATE FARM MUTUAL AUTOMOBILE INSURANCE COMPANY of Bloomington, Illinois, or STATE FARM FIRE AND CASUALTY COMPANY of Bloomington, Illinois has coverage in force for the fo/Iowing Named Insured as shown below: Named Insured Address of Named Insured POLICY NUMBER EFFECTIVE DATE OF POuCY DESCRIPTION OF VEHICLE LIABILITY COVERAGE LIMITS OF LIABILITY a, Bodily Injury ,Each Person Each Accident b. Pmperty Damage Each Accidentc. Bodb/Irim/& P,,o~,iy E actl Accident PHYSICAL DAMAGE COVERAGES .a. Comprehensive b. C~lis~n EMPLOYER’S NON-OWNERSHIP ~0VERAGE 12/22/99 1992 DODGE PICK-UP 1001300 I001300 ~ NO /~13 Deductible YES ~ NO 9 K n Deductible YES ~ NO CONTINOUS L_J YES $. ~ YES HIRE~R COVERAGE~ YES [~] NO F---] YES " S-ignat~"~re ~r~-~iz~Rz~re sentative Name and Ad-dre~s of Certificate Holder ~ NO Deducti~:~e L._] NO Deductible I----] NO F--I NO YES ~ NO L~YES [13 NO $Deductible $Deduct~e Agent’s Code Number YES ~ NO [~ YES [[~] NO. $.....DeduCl=ble ~ YES ~ NO $.....Deductible I-~ YES ~ No F--I YES r--1 ~n Date CITY OF PALO ALTO UTILITY MARKETING SERVICE 250 HAMILTON AVE. PALO ALTO, CA. 94301 ~ r Name and Address of Agent PAM TAYLOR 5041 CLAYTON ROAD CONCORD, CA. 94521 L JAN-I8-2000 11:16 -3 L P.OI BETWEEN THE CITY OF PALO ALTO AND JOHN M. MANSKA DBA COMPETENT TECHNICAL SERVICES FOR CONSULTING SERVICES This Contract No. is entered into , by and between the CITY OF PALO ALTO, a chartered city and a municipal corporation of the State of California ("CITY"), and John M. Manska, doing business as COMPETENT TECHNICAL SERVICES, a power quality consulting firm, located at 429 E1 Alamo, Danville, California 94526("CONSULTANT"). RECITALS: WHEREAS, CITY desires certain p!ofessional 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, the parties agree: SECTION I. TERM i.I This Contract will commence on the date of its execution by CITY. The obligation of CONTRACTOR to perform the services will commence in accordance with the time schedule set forth in Exhibit "A." Time is of the essence of this Contract. In the event that the Project is not completed within the tim~ 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 & CORRE TI¢~ 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. 00107 po 0071793 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. SECTION 3. 0UALIFICATIONS, 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 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 orcertified 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 John Manska as the project director to have supervisory responsibility for the performance, progress, and execution of the Project. John Manska 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. 00105 po 0071793 2 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. 3.6 CONSULTANT will provide CITY with five (5) copies of any documents which are a part~ of the Deliverables upon their completion and acceptance by CITY. 3.7 If CITY requelts 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 engagihg al! 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 employees of CITY. 00105 po 0071793 3 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; 3.11 CONSULTANT wil! 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 mus~ 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 listed in Exhibit "A" and such information regarding its requirements applicable to the Project as may be reasonably requested by CONSULTANT. ~ 4.2 CITY will review and approve, as necessary, in a 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 purpos@s under this Contract. Virginia Waik is designated as the project manager for the city manager. The project manager will supervise the performance, progress, and execution of the Project. 4.4 If CITY observes or otherwise becomes aware of any default in the performance of CONSULTANT, CITY wil! 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: O0105 po 0071793 4 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 fifteen thousand dollars ($15,000). 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 In consideration of the full performance of Additional Services, the amount of compensation set forth in Exhibit "B" will not exceed $15,000 dollars ($15,000). The rate schedules may be updated by CONSULTANT only once each calendar year, and the rate schedules will not become effective for purposes of this Contract, unless and until CONSULTANT gives CITY thirty (30) days’ prior written notice of the effective date of any revised rate schedule. 5.1.3 The ful! payment of charges for extra work or changes, or both, in the execution of the Project will be made, prgvided such request for payment is initiated by CONSULTANT and authorized, in writing, by the project manager. Payment will be made within thirty (30) days of submission by CONSULTANT of a statement, in triplicate, of itemized costs covering such work or changes, or both. Prior to commencing such extra work or changes, or both, the parties will agree upon an estimated maximum cost for such extra work or changes. CONSULTANT will not be paid for extra work or changes, including, without limitation, any design work or change order preparation, which is made necessary on account of CONSULTANT’s errors, omissions, or oversights. 5.2 The schedule of payments will be made as follows: 5.2.1 Payment of the Basic Services will be made at the completion of each Project, or in accordance with any other schedule of payment mutually agreed upon by the’parties, 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 Payment of the Additional Services will be made in monthly progress payments for services rendered, within thirty (30) days of submission, in triplicate, of such requests. 00105 po 0071793 5.2.3 No deductions will be made from CONSULTANT’s compensation on account of penalties, liquidated damages, or other sums withheld by CITY from payments to general contractors° SECTION 6.ECCOUNTING, 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 d~ring 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 employees’ 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. 00105 po 0071793 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 additional insured concerning CONSULTANT’s performance under this Contract. 9.2 All insurance coverage required hereunder will be provided through carriers with Best’sKey Rating Guide ratings of A:VII or higher which are admitted to transact insurance business in the State of California. Any and all consultantsof 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, wil! 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 additional insured except in policies of workers’ compensation, employer’s liability, and professional liability insurance. Current certificates of such insurance will be kept on file at all times during the term of this Contract with the city clerk. 9.4 The procuring of such requir%d policy or policies of insdrance 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 7 00105 po 0071793 of California which require every employer to be insured agains~ 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 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 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 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 00105 po 0071793 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. 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 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 follow~: 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 00105 po 0071793 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,Q00) 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 all Federal and State of California laws covering nondiscrimination in employment; and that [Name of Provider] wil! 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 geider 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 I0 00105 po 0071793 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 thi~ Contract. SECTION 16.MISCELLANEOUS PROVISIONS 16~I 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 pers6ns, 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 Con[ract 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 Californiaor 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 all prior negotiations, representations, and contracts, either written or ora!. 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, 00105 po 0071793 11 executors, administrators, assignees, and consultants, as the cas~ 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 A!l exh±bits 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 provis$ons of the Charter of the City of Palo Alt6 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. // // // // // // // // // // // 0010:5 po 0071793 12 IN WITNESS WHEREOF, the parties hereto have bytheir duly authorized representatives executed this Cont~ract on the date first above written. APPROVED AS TO FORM:CITY OF PALO ALTO Senior Asst. City Attorney APPROVED: Director of Utilities Director of Administrative Services Risk Manager Assistant City Manager CONSULTANT:/~~ John M. Ma~ka, DBA COMPETENT/TECHNICAL SERVICES Taxpayer Identification No. 244-74-5485 Attachments: EXHIBIT "A": EXHIBIT "B": EXHIBIT "C": EXHIBIT "D": SCOPE OF PROJECT &TIME SCHEDULE RATE SCHEDULE INSURANCE NONDISCRIMINATION COMPLIANCE FORM 00106 po 0071793 13 CERTIFICATE OF ACKNOW-LEDG~4ENT (Civil Code § 1189) On~-~-~-7 /~ , 2000, 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. Public 00~0~ po 007~793 14 EXtiIBIT A: SCOPE.OF WORK POWER QUALITY AND RELIABILITY CONSULTING SERVICES OBJECTIVE AND OVERVIEW The obje~live of ibis solicitation is to secure electric consulting services in support of the City of Palo Alto (City) U~ilities Depa~ment "Power Quality and Reliability Program" for its residential, csmmercial, industrial and inslitutiohal, such the Veteran’s Administration (VA) Hospital, customers (Customer). The services will lie provided by tl~e C.bnsultan~ on an as-requested basis, when the need for services is determined by ihe City. Consulta.nt work will be directed by the City’s Project Manager (the Project Manager) through the issuahce of written task assigriments. The scope and the fee for each task assignment will be established by the Project Manager prior to commencement of the requi~sted work. The contract.will be.written on atime and materials basis. One adjustment in billing rates may. be allowed annually at a percentage-rate.not to exceed the Consumer Price Index for the San Francisco/San Jose area. Th6 initial contract period will be for one calendar year with an option.to extend the contract annuaily for up to two additional years, subject to Council approval of sufficient funds. The City’s fiscal ye.ar is July 1 through June ~0.. The type .of services that shall be pedormed and delivered by the Program Co’r~sultant I~ay be.on either side of the Customer-meter and shall include, but are not limited to: Power Quali!y Au~lits .. Facility and End Use Pov~e.r’Conditioning (including voltage sag mitigation) Reliability Studies (ir~cluding critical ioad and controls protec.tion) Bas~load and Emergency Generation Options o o o Load-shedding Analysis Project Design Review Utility Distributio’n Modifications Development ~f Internet-basi~d information tools Customei" Workshops Proje.ct Economic Analyses "l’echni.cal Support and Training of. Utility Staff The City will select no more than t.hree Consultant firms to retain the required expertise in.all the task areas. The selection criteria are described below. BACK’G ROUND To con!inue to.Provide high qualily,’ high value service to our residential commercial, industrial and. institutional Customers; the City has identified a need for Consultant-based electric reliability and power quality engi.n.eering expertise. The.assistance supports activities such as electric reliability stud es, power quality aud!ting, project design review, seminars,’ technicat and economical analysis PAGE. t " ÷ of Custom~r and Utilities’ distribution electrical sysiem performance, and related technical and specialized services. Consult.ant services are used to augment staff resources and provide specialized knowledge, analysis arid i~dependeqt appraisal, Consultant work is assigned on an as-needed basis to support Utilities Marketing Service custbmer satisfaction objectives as they relate to residential, c5mmercial~ industrial and institutional customers. Utility Marketin.g Services has provided similar consultant services during the prior three years. These targeted Consultant services will allow the City to p~ovide a diverse array of project analyses which are driven by Customer demand. Customer assistance has included evaluation of: Customer facilities’ electri6al distribution system, back up power .systems, demand- limiting control strategies, equipment replacement and electrical system u#grade, monitoring, and informational materials related to reliability and power quality. In addition, Customers .have also sought information on how to protect their businesses and processes from voltag~ sags which o.riginate on the utility distribution systems. 3,.CONTRACT SCOPE Responsibilities include: .. (1) i2) (3) ..-(4) (5) (6) The City will perform all marketing and screening for the services .to be offered to the utility Customer. The City .will provide Consultant with contact information for the accounts selected for auditing. The City will also maintain a data base of audited Customer accoun.ts for foll.ow-up visits. Th.e City.wi!l provide Consultant with electrical distribution system diagrams detailing utility service to the selected site, and electric u~e history of each Customer.. The City Will work with Consultaht t(J.develop all informational ma.t~rials. All materials must be appr6ved by the City. . The City will c.ontact the Customer and arrange meeting~. The Consultant will provide all &quipm~nt, materials and personnel required to do the wbrk as specified. The Consultant will perform either walk-through or full-scale audits, and follow-up visits,, and provide copies o.f all Cu’stomer materials to the City. In addition, Consultant will provide monthly status ’reports, participate in quarterly, program review mee!ings with the City, and prepare an annual report summarizing all work done in the previous 12 months. (7)The Consultantwill create web-base~informa!ional material for City to provide information and tools to its Customers. The Consultant will deveiop and present training and educational workshops, o’n " power quality and reliability as desired by City, At the direction of the Project Manager, the Consultant(s) shall PrOvide assistance on an as- needed basis, including but not limited to: (1)Seminars and Workshops It is anticipated that there would be three seminars or workshops annually. Subjects may include the following: PAGE2 (2) (3) a.Voltage sag mitigation: Problems, Analysis, .Solu.tions, b.Power Qua!ity: Problems, Analysis,’and Solutions. c.Power System Basics. Options available for monitsring, analyzing and communication data related to power quality and reliability. Web-based Services It is anti.cipated that the City will be deve!optng web page serVices.by the end of the year 2000. ao The City may seek to offe# informational services to its Customers through the City web page. The Consultant should be able to provide mohitored information, and possibly develop tools, for this format. bo The City may require periodic updates to the tools and information provided by the Consultant for display on its City web page. Power Quality and. Reliability Audits The scope of audits may range from phone consultations with review of field mon tor ng ¯results, recommendations, review of equipment plans, site walk-through, .to’detailed engineering analysis of electrical systems. The Consultant shall submit all audit materials.andassociated calculation methodologies electronically in adLlition ¯ to two hard copies of draft reports for review.by the City. The Consultant will provide four copies of the final audit after all revisions have been incorporated. The:audit tasks may include, but are not limited to: An executive summary of repo.rt find!ngs, Monitoringassistance (spe.cifications and wiring .diagr-~m~ detailing equipment installation configuration, and quality assurance), Data Collectio~ (may include monitor!ng periods ranging from & single day to several months or more)., Data Analysis and Correlation (analyze data for any ~ignificant phenomenon), Presentation of Findings (prepare drafts and writte~ reports which include¯ detail’s of ~ite-specific data gathered during audit and possible on-site presentation to the Customer), Recommendations for cost-effective preventiye measures, mitigation, control, and/or mor~itoring, h° Review and creation of-single-line diagrams of Customer’s elect~:ic distribution system, Evaluation of reliability improvement options (UPS, generator options, controls and switches.). Reports should include the following: PAGE 3 An executive summary (start dat..e, end date, .team members, purpose, key findings & key recommendal!ons) Risk assessment for impact of"outages to.Customers ,A descriptio.n and assessment of the Customer’s existing protection/reliability syst.ems including a description of proposed controls and systems UPS system type (static, rotary or continuous power supply) Power Conditioning Options (ferrc~resonant transformers, small and large-scale flywheel.s, and other commercially available technologies) Automatic Transfer ~witches (subject to utility distribution configura!ion and modification options) System life cycle,~..cost (initial and maintenance costs ~)ver the equipment life) Sequence of operation (for controls and alarms) system performance and reliability UPS citing consi~lerations including-room climate control and sound attenuation System fuel storage requirements Distrib.ution system separation . ko An.ciliary switch gear ahd switch gear.modifications Power. Quali!y impacts of re!lability im’provement equipment Consultant reports should iriclude appendices with information on C.ustomer history (provided by the City) and sample equipment ’specifications’ sheets for rec~o.rnmendatiohs, Identify the electrical distr.ibuton system disru~)tions that are of most concern to the Customer and Information on past or potential costs incurred ’by the Customer should a disruption or event occur. This data should be gained b~/the Consultant from the Customer at the beginning of an audit or study. The wc~rk Will be done in a timely manner as agreed between City Project Manager and Contractor. (4)Project Design Review Tasks in’clude making recommendation’s for cost-effe.ctive preventive measures, voltage mitigation, power quality improvements, control, and/or monitoring of power quality, rel!ability, or voltage sag conditions. Project design review may also involve the .following: PAGE 4 So Reviewing electrical diagrams Data Analysis and correlation (5) c.Custsmer briefings. Technical Support Tasks include: a, ’. Phone, Fax and E-mail Consultations with Utilities staff and Customers, b.-" ’Performing economic analysis of power quality, reliability and voliage sag mitigation options, Performing shod term monitoring and performance evaluations, Reviewing electrical System plans or monitored data and making recommendations for furtb_er investigation and/or voltage sag mitigation measures, Assistance with equipment specifications for electrical system solutions including substation m6ters, transfer switches, "voltage regulators and ¯ conditioners, and other enhancements, f;Assistance in performing, designin, g, delivering. and analyzing formall, and informal surveys of voltage sag mitigation, power quality, and reliability service potentials in the.City of Palo AI.to.. TASK ASSIGNMENT PROCEDURE The selecie.dConsu rants; Wilt be assigned the various tasks as they occur, depending on thescqoe of the task’and their area of expertise and at the discretion of the Project Manager and the Customer. A.Tl~e Project Mar~ager will obtain the’Customer’s cooperation, define the task and prov.ide a writtendescription of the task, or Scope of Work, to the selected Consultant. go 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 her time required for the visit. Th._is may be added to the cost of the project assignments or charged separately. If the Consulta’nt declines to perform the work on an offered task, the Project Manager should be notified within five wo.rking 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 c.ompletion date ~ill be set by City. The Consultant shall completethe Work and provide the’City with the deli.verables. A 95% complete draft report must be submitted at least 10 working days before the project deadline for City review and comment. If earlier phase reports are req.uired, they will be identified in the task assignment at the initiation of the project. " final report will be ~omplet~d for all audits (includin.g those receiving only a walk-through PAGE 5 " audit) two weeks after a~dit completion. The final report will. includ.~all findings ofthe audit in a clear, ’conciseformat along with appropriate informational materials. The addit:will be considered compl.eted only after the final.report is subrhitted and ac.cepted for each ~ite. When the Consultant.performs any of the following: seminar, workshop, project .design review, or technical support, a document will be generated to record the service. The’ d~cument ~i be submitted both electronically and in herd copy to the City. The document must include the following information: A Customer business name Customer contact name, position .title.and phone number A brief paragra’ph outlining the work performed.and a list of project team members The date(s) v~hen the services were rendered A short paragraph describing the probiem(si and the operational.impa~t on the Customer (this is just a short description .of the problem and what possible solutions were recommend .ed) A short paragraph describing the problem(s) and the fiscal impacts on the Customer, This is the quantified value(in US dollar.s) to-the Customer on a per event basis of the implementation of the recommended solution(s)., This information will be ’ provided by the Customer as to how much the problem was’c0sting before:-it was solved or remediated. TI-i~ Customer will have already agreed with the Project Manager to provide the.fihancial impact information, privr to the assignment o.f work to the Consultant, Thes’e short form summaries should be submitted to the City within two weel~s bf co~’pletion ¯ of the service rendere~l. DEILIVERABLES The dellverables willbe dete.rmined on a task-by-task basis. Deliverables .include data transmitted electronically, on disk, or written reports, a summary of site walk-throuoh recommendations, power conditioning and power.quality calculations or presentations. Oral presentations and staff training sessions may be v~deo recorded by C.~ty. All reports and written ¯ m,aterials must be provided to and approved by Project Manager prior to delivery to the Customer. The City requires that material be delivered in eleotronic ¯format. The sbflware used by the City Incl0des’WORD, EXCEL, ani:J POWER POINT, The City also uses special software related to its monitoring and power quality communication devices (RPM Omega, PQ Pager, others). It is desired that the ConsLiltant be familiar with this software if they are selectedfor power quality-related tasks and services, Ths City also anticipat.es web page presentation of reliability and power quality based material.. Any material developed by the Consultant for this effort should be in html format, PAGE6 EXHIBIT B: FEE SCHEDULE PROJECT TEAM MEMBERS & Hourly Rates & Fees John Manska Power Quality Consultant $200/hour EXHIBIT C: INSURANCE PART II - INSURANCE REQUIREMENTS SECTION 650 I.CONTRACTORS TO THE CITY OF PALO ALTO(CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS AND FOR THE COVERAGE SPECIFIED -BELOW, AFFORDED BY COMPANIES WITH A BEST’S KEY RATING OF A:X, OR HIGHER, LICENSED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. THE INSURANCE REQUIREMENTS CHECKED BELOW ARE REQUIRED BY THIS INVITATION FOR BID(IFB): MINIMUM LIMITS TYPE OF COVERAGE REQUIREMENT EACH OCCURRENCE AGGREGATE []WORKER’S COMPENSATION []AUTbMOBILE LIABILITY COMPREHENSIVE GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE, BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY COMPREHENSIVE AUTOMOBILE LIABILITY,’ INCLUDING, OWNED, HIRED, NON-OWNED PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE STATUTORY STATUTORY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED ALLDAMAGES $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,o~o,ooo $1,ooo,ooo $1,ooo,0oo $1,ooo,ooo $1,ooo,ooo $1,ooo,ooo $1,ooo,ooo $1,ooo,ooo $1,ooo,ooo $1,ooo,ooo THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: BIDDER, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY BIDDER AND ITS SUBCONTRACTORS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSURES CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I1. III. INSURANCE COVERAGE MUST INCLUDE:" A.A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION, AND, B.A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY- SEE PART II SECTION 500, FORMAL CONTRACT(SAMPLE). SUBMIT CERTIFICATE(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE, OR COMPLETE THIS SECTION AND IV THROUGH VI, BELOW. A.NAME AND ADDRESS OF COMPANY AFFORDING COVERAGE (NOT AGENT OR BROKER): B.NAME, ADDI~ESS AND PHONE NUMBER OF YOUR INSURANCE AGENT/BROKER: CITY OF PALO ALTO IFB 120275 - - PA~3E 1 OF :2 PART II - INSURANCE REQUIREMENTS ’ SECTION 650 C.POLICY NUMBER(S): D.DEDUCTIBLE AMOUNT(S) ( DEDUCTIBLE AMOUNTS IN EXCESS.OF $5,000 REQUIRE CITY’S PRIOR ¯ APPROVAL): IV.AWARD IS CONTINGENT ON COMPLIANCE WITH ClTY’~S INSURANCE REQUIREMENTS, AND BIDDER’S SUBMITTAL OF CERTIFICATES OF INSURANCE EVIDENCING COMPLIANCE WITH THE REQUIREMENTS SPECIFIED HEREIN. VI. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSURES", A.PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSURES. B.CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM OR CORPORATION AS INSURES UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE’, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C.NOTICE OF CANCELLATION IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRI’Fi’EN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. PROPOSER CERTIFIES THAT PROPOSER’S I’NSURANCE COVERAGE MEETS THE ABOVE REQUIREMENTS: THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW.SIGNATURE(S) MUST BE SAME SIGNATURE(S) AS APPEAR(S) ON SECTION 300A. Firm: Signature: o Name: Signature: Name: (PRINT OR TYPE NAME) (PRINT OR TYPE NAME) NOTICE(S) SHALL BE MAILED TO:PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO,.CA 94303. CITY OF PALO ALTO IFB 120275 PAGE 2 OF 2 EXHIBIT D: NONDISCRIMINATION PART II -PROPOSER INFORMATION ( MUST RE SUBMITTED WITH PROPOSAL) SECTION 300 A ¯ Provide The Information Requested Below Or Indicate "Not Applicable" If Appropriate Name of Proposer (Company)Address IRS Number:~L t/ ~.[_ ...) q .. {-V "’~ .~" A.Proposer is a: California Corporation CI Corporation organized under the laws of the State of With head offices located at And offices in California at CI California Limited Liability Company ~Sole proprietorship; ’ ,.,T’O H’ L,/ /t,v~, i/k’] ,.~ 4/~" l< ~4 . proprietor (Fictitious business names (i.e. "D.b.a,"):(: ~:~ ;’,1 f (: 7" (j ~ 7" F~" ~ N ,~’ ~ (- "~ t. Partnership r3 Limited liability partnership (List names of partners; state which partner or partners are managing partner(s) Other (attach addendum with explanatory details). B.How many years have you (or your firm) done business under the name listed above? / Z/ y.~ ,. C~How many years of experience in work similar to work or services covered in this RFP? ~’ 7 y’~ "y D.Provide relevant references of contracts satisfactorily completed in the last three (3) years: ¯CUSTOMER COMPANY (NAME/ADDRESS)CONTACT/PHONE NUMBER ’DATE COMPLETED CONTRACT AMOUNT ’S, CITY OF PALO ALTO RFP 120275 PAGE 1 OF 4 PARTII- PROPOSER CUSTOMER COMPANY (NAME/ADDRESS)CONTACT/PHONE NUMBER 5... £f4 4tJbEL #ll~fJt~,44. (;(.~T~.~f~ (PLEASE PROVIDE ADDITIONAL SHEETS, IF NECESSARY) INFORMATION ( MUST BE SUBMITTED WITH PROPOSAL) SECTION 300 A DATE COMPLETED CONTRACT AMOUNT $ Have you or your firm previously worked for the City of PaiD Alto? ~ .Yes ~ no ( if "yes", please list above or if necessary provide information additional sheets). Fo 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 ~-r~ (PLEASE 6ROWDE ADOmON~L SHEETS ~ NECESSARY) G.Provide a list of the project’s management staff of the Proposer who will manage’th~ proposed work: FIELD OF EXPERTISE/CAPABILITIES/EXPERIENCE (PLEASE PROVIDE ADDITIONAL SHEETS IF NECESSARY) Contractor’s license #/type: Minority business enterprises : Proposer is __ is not ~ a Minority or Women or Disadvantaged Business Enterprise. Small Business Concern: Proposer is ~ is not~a Small Business Concern. As r~quired under Section 4100, et Seq., of the Public Contract’Code, the Proposer shall list below the names and business address of each subcontractor who will perform work under this Proposal in excess of one-half of one percent of the Proposer’s total Proposal price, and shall also list the portion of the work which will be done by such subcontractor. After opening of Proposals, no changes or substitutions will be allowed except as otherwise provided by law’. 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~ NAME/ADDRESS SCOPE OF WORK CITY OF PALO ALTO RFP 120275 PAGE 2 OF 4 PART II -PROPOSER INFORMATION ( MUST BE SUBMITTED WITH PROPOSAL) SECTION 300 A NAME/ADDrESS SCOPE OF WORK .3 Addenda (PLEASE INCLUDE ADDITIONAL PAGES IF NECESSARY) Subcontrac’tors will.not perform work or labor or render services to the undersigned, in or about the work contemplated by this Proposal (check and initial). 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, and 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 thei’ein contained shall be incorporated to any Proposal submitted by Proposer. To assure that all Proposers have receive each addendum issued, the following acknowledgment and sign- off is required. Failure to acknowledge receipt of an addendum/addenda may be considered an irregularity in the Proposal: The Proposer acknowledges that Proposer has received, and the information contained in the addendum/addenda listed below has been considered in the preparation of this Proposal. Proposer confirm’s receipt .of addenda by checking (,/) each addendum number Proposer has received. Addendum number(s) received: ~ 1; ~_ 2; ~ 3; 4; -5; ~6; 7; ~ 8; __.9; Or~ M. :) Addendum/Addenda Were Received (check and initial). The Proposer additionally represents that Proposer has not retained a person to solicit or secure a city con#act upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except for retention of bona fide employees or bona fide established commercial selling agencies for the purpose of securing business. Proposer’s designated contact Name: Phone: Title: Fax: As suppliers of goods or services to the City of PaiD Alto, the 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. CITY OF PALO ALTO RFP 120275 PAGE 3 OF 4 PART II - P. PROPOSER INFORMATION ( MUST BE SUBMITTED WITH PROPOSAL) SECTION 300 A The undersigned hereby agrees to, and accepts the terms and conditions of this RFP. Note:Cafifomia 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 certit’ied corporate resolution attesting to the signatory authority of the individuals signing in their respective capacities is acceptable) Bidder is required to provide a certificate in good standing from the State of Cafifornia with its Bid. Signatures: First Officer*: Second Officer**: (MUST BE THE SAME SIGNATURE AS WILL APPEAR ON CONTRACT) (PRINTED NAME OF SIGNATORY) (TITLE OF SIGNATORY) (MUST BE THE SAME SIGNATURE AS WILL APPEAR ON CONTRACT) (PRINTED NAME OF SIGNATORY) (TITLE OF SIGNATORY) Or, The undersigned certifies’that the Proposer is not a corporation and is not subject to the requirements of California Corporations code, and hereby agrees to, and accepts the terms and conditions of this RFP. Signature: ~UST~E THE SAME SIGNATURE AS WILL APPEAR ON CONTRACT) CITY OF PALO ALTO RFP 120275 PAGE 4 OF 4 BETWEEN THE CITY OF PALOALTOAND ELECTROTEK CONCEPTS, INCORPORATED FOR CONSULTING SERVICES This Contract No.is entered into~, by and between the CITY OF PALO ALTO, a chartered city and a municipal corpor@tion of the State of California ("CITY"), and ELECTROTEK CONCEPTS, INCORPORATED, a California ~Corporation, located at 408 North Bluff Road, Suite 500, Knoxville, Tennesse 37923-3641("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, the parties agree: SECTION i. TERM i.i This Contract will commence on the date of its execution by CITY. The obligation of CONTRACTOR to perform the services wil! commence in accordance with the time schedule set forth in Exhibit "A." Time is of the essence of this Contract. In the event that the 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 wfll be performed, delivered or executed by CONSULTANT under the phases of the Basic Services as described below. 00107 po 0071795 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 inwork, 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. SECTION 3,QUALIFICATIONS,STATUS,AND DUTIES QF 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 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 Mark McGramaghan as the project director to have supervisory responsibility for the performance, progress, and execution of the Project. Mark McGramaghan 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. 00107 po 0071795 2 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, regplations, 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. 3.6 CONSULTANT will provide CITY with five (5) 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 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 executionof the Project, CONSULTANT and its consultants, if any, will at all times be considered independent contractors and not agents or employees of CITY. 00107 po 0071795 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 w~iting, 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 f CONSULTANT and its staff beyond those normally required under the Basic Services; 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, ~y CITY, in writing, and must remain acceptable to CITY during the term of this Contract. SECTION 4. DUTIES OFCITY 4.1 CITY will furnish or cause to be furnished the services listed in Exhibit "A" and such information regarding its requirements applicable to the Project as may be reasonably requested by CONSULTANT. 4.2 CITY will review and approve, as necessary, in a 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. Virginia Waik is designated as the project manager for the city manager. The project manager will supervise the performance, progress, and execution of the Project. 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: 00107 po 0071795 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 forty thousand dollars ($40,000). 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 In cohsideration of the full performance of Additional Services, the amount of compensation set forth in Exhibit ~B" will not exceed forty thousand dollars ($40,000). The rate schedules may be updated by CONSULTANT only once each calendar year, and the rate schedules will not become effective for purposes of this Contract, unless and untiICONSUSTANT gives CITY thirty (30) days’ prior written notice of the effective date of any revised rate schedule. 5.1.3 The full payment of charges for extra work or changes, or both, in the execution of the Project will be made, provided such request for payment is initiated by CONSULTANT and authorized, in writing, by the project manager. Payment will be made within thirty (30) days of submission by CONSULTANT of a statement, in triplicate, of itemized costs covering such work or changes, or both. Prior to commencing such extra work or changes, or both, the parties will agree upon an estimated maximum cost for such extra work or changes. CONSULTANT will not be paid for extra work or changes, including, without limitation, any design work or change order preparation, which is made necessary on account of CONSULTANT’s errors, omissions, or oversights. 5.2 The schedule of payments will be made as follows: 5.2.1 Payment of the Basic Services will be made at the completion of each Project, or in accordance with any other schedule of payment mutually agreed upon by the parties, or within thirty (30) days of submission, in triplicate, of such requests if a schedul~ 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 Payment of the Additional Services will be made in monthly progress payments for services rendered, within thirty (30) days of submission, in triplicate, of such requests. 5 00107 po 0071795 5.2.3 No deductions will be made from CONSULTANT’s compensation on account of penalties, liquidated damages, or other sums withheld by CITY from payments to general contractors. T A D TSo 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 accognting principles and wil! be made available to CITY for auditing purpo.ses 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 Srrespective 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 CONSULT.ANT agrees to protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents, fYom 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 employees’ 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~i 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. 00107 po 0071795 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 for~e 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 additional insured concerning CONSULTANT’s performance under this Contract. 9.2 All insurance coverage required hereunder will be provided through carriers with B~st’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 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 additional insured except in policies .of workers’ compensation, employer’s liability, and professional liability insurance. Current certificates of~such insurance will be kept on file at all times during the term of this Contract with the city clerk. 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 7 00107 po 0071795 of California which require every employer to beinsured against liability for workers’ compensation or to undertake self-insurance in accordance with theprovisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing the performance of the Project~ SECTION !l,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. II.2~CONSULTANT may terminate t~is Contract or suspend its execution of the Project by giving thirty (30) da~s’ 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 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 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 service in an amount which bears the same ratio to the total fee otherwise 00107 po 0071795 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. 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 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 00107 po 0071795 9 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 Munigipal 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 p~rtaining 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 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.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 I0 00107 po 0071795 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 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 Courh 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 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, 00107 po 0071795 1t 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 Contr@ct 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 ~nstrument.~ 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. // // // // // // // // // // // 00107 po 0071795 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 Senior Asst. City Attorney APPROVED: Director of Utilities Director of Administrative Services Risk Manager Assistant City Manager ELECTROTEK CONCEPTS INCORPORATED By:- Name: Mark F. ~cGranaghan Title: Vice President By: Name: Title: Taxpayer Identification No. 77-0023214 (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 00107 po 0071795 13 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) On ~o /D , 2000, before me, the undersigned, a Notary Public in~ndAfor,said Co;nty and State, personally appeared /~7~x~ #/~A~~, personally known to me or pro~ed°to me°oi ~-bas~is 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. Sig of Notary P[ lic 00107 po 0071795 14 ACORD. ~ROOUCF.R ~ugh Wood Inc. 45 Broadway New York NY 10006 CERTIFICATE OF ~eN.. 212-509-3777 Fu ~. 212=509--4906 INSURED E~ectrotek Concepts, Inc. 2111 Wilson Boulevard A~lington, VA 22201 COVERAGES LIABILITY INSURANC co I GATE’"11/18 THIS CERTIFICATE IS ISSUED AS A MATTER OF ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE COMPANY A American Manufacturers Mutual COMPANYB Lumb~rmens Mutual Casualty Co. COMPANYC American Protection Insurance COMPANY D THIS IS TO CERTIFY THAT THE POUCIES OF INSURANCE LISTED BELOW NAVE BEEN I~BUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INCICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WI114 RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POUCIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POUCIES. UMITE SHOWN MAY HAVE BEEN REDUCED BY PND CLAIMS. POUCY EFFECTNE POUCY EXPIRATIONCOTYPE OF INSURANCE POLICY NUMBER UMITSLTRDATE (MM/OD/YY)DATE (MM/OD/YY) A B A C GENERAL LIABIUTY X~_~.O_IMM ERCIAL G EN ERAL UABILJIY ._._~..__.J CLAIMS MADE [ X-~ OCCUR~OWNER’S & CONTRACTOR’S PROT AUTOMOBILE UABIU’W ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS X HIRED AUTOS X NON.OWNED AUTO~ GARAGE UAB~UTY ANY AUTO ~ESS UABII.FrY UMBRELLA FORM OTHER THAN UMBRELLA FORM WORKERS COMPENSATION ANO EMPLOYERS~ LJARIUTY THE PROPRIETOR/~ INCLPARTHERS/F.XECUTIVE OFFICERS ARE:EXCL OTHER 3MH 040 538-01 .F3B 030536-01 3SG 010 380-01 3BR 005323-01 04101199 04101199 04101199 04101199 o4/o1/oo 04101100 04101100 04101100 GENERAL AGGREGATE ! $ 2, 0 0 0, 0 0 0 PRODUCTS.COMPK)P AGG $ 2,000,000 PERSONAL & ADVtNJURY $ 1,000,000 EACH OCCURRENCE $ .1, 000 e 000 RRE DAMAGE (Any one tim)$ 1,000,000 MED EXP (Any one perlon)$10,. 000 COMBINED SINGLE LIMIT $ i ~ 000 ~ 000 8OCILY INJURY $(Per person) BODILY INJURY(Per a~Jdent)$ PROPERTY DAMAGE $ AUTO ONLY ¯ EA ACCIDENT $ OTHER THAN AUTO ONLY: EACH ACCIDENT AGGREGATE EACH OCCURRENCE AGGREGATE X TORY L MITS EL EACH ACCIDENT EL DISEASE. POUCY LJMIT $ $ $9?000,000 $9,000,000 $ 11,000,000 11,000,000 ELDIBEASE.EAEMPLO~E $ I?0007000 DESCNPTION OF OPERATIONS/LOCATI~SNEH~LES/SPECIAL ITEMS The Certificate Holder is included as Additional I~sur~d as ~esp~cts toliability arising out of work performed by Electrouek uoncepus, ±nc. CERTIFICATE HOLDER City of Palo Alto Purchasing and Contract Administration P.O. Box 10250 Palo Alto, CA 94303 ACORD2S..S(I~S) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED PO~ CA~:~=L’L.:~D BEFORE THE EXPtRA’nON DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 BAYS V~JTTEN NOTICE TO THE CERTIRCATE HOLDER NAMED TO THE LEFT, BUT F~LURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBUGATION OR LIABIIJTY OF ANY KIND UPON THE CO.. ~P~.ANY, ITS. ~ O_R REPRESENTATIVES. AUTHORIZED R~ ~ /F " ACORD CORPORATION 1988 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STAT OF COUNTY OF ) On , 2000, 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 OOl07"po 0071795 15 EXt]IBIT A: sCoPE.OF WORK POWER QUALITY AND RELIABILITY CONSULTING SERVICES .t.OBJECTIVE AND OVER.VIEW The obje&ive of ihis solicitation is to secure electric Consulting services in support of the City of Palo Alto (City) Utilities Depa~ment."Power Quality and Reliability Program" for it~ residential, cbmmercial, industrial and institutiohal, such the Veteran’s Administration (VA) Hospital, customers (Customer). The services will Be p~ovided by tl~e C.~nsultani on an as-requested basis, when the need for services isdetermined by |he City. Consulta.nt work will be directed by the City’s P.roject Manager (the Projec) Manager) through the issuance of written task assigfiments. The scope and the fee for each task assignment will be established by the Project Manager prior to commencement of the requi~sted work. The contract ,will be.written on atime and materials basis. One adjustment in billing rates may be allowed annually at a percentage.rate.not to exceed the Consumer Price Index for the San Fr’ancisco/San Josearea. Th~ initial contract period will be for one calehdar year with an option.to extend the contraci annuaily for up to two addition~l years, subject to Council approval of sufficient ¯ funds. The City’s fiscal ye.ar Is July 1 through June 80.. .. The type .of services that shallbe performed and delivered by the Prograr~ Consultant may be.on either side of the Customer.meter and shall include, but are not limited to: Power Quali .ty Au~lits .. Fac.tlity and End Use Power conditioning (Including voltage sag mitigation) Reliability Studies (Including. critical load and controls prote0tion) Bas~load and Emergency Generation Options Load-shedding Analysis Project Design Review Utility Distributio’n Modifications Development ’~f Internet-based information tools. Custome~ Workshops Proje, ct Economic Analyses ,. "T’echni.cal Support and Training ¯of.Utility Staff The City will select no more than three Consultant firms to retain the required expertise In.all the task areas. 3"he selection criteria are described below. To continue to.provide high quality, high value service to our resident.ial, commercial, industrial and. Institutional Customers, the City has identified a ne.ed for Consultant-based electric reliability and po.wer quality engi.n, eering expertise, The.. assistance supports activities such as electric reliability studies,~power quality auditing, project design review, seminars;technicaland econemical analysis PAGE.~~- of Customer and Utilities’ distribution specialized services. electrical sysiem performance, and related technical and Consultant sewices are used to augment staff resources and provide specialized knowledge, analysis and ihdependen.t appraisal. (~onsultant work is assigned on an as-needed basis.to support Utilities Marketing Service custbmer satisfaction objectives as they relate to residential, commercials industrial and institutiohal customers. Utility MarketiDg Services has provided similar consultant services during ¯ the prior three years. These targeted Consultant services will allow the City to p~:ovide a diverse array of project analyses which are driven by Customer demand. Customer assistance has included evaluation of: Customer facilities’ electribal .distributidn system, back up power systems, demand- limiting control strategies, equiprfient replacement and electrical system upgrade, monitoring, and informational materials related to reliability and power quality. In addition,.Customers have also sought information on how to protect their businesses and processes from voltage sags which originate on the utility distribution systems. CONTRACT SCOPE "Responsibilities include: (1)The City will perform all marketing, and screening for the Services ~o be offered to the utility Customer; The City,will provide Consultant with contact i,nformation for the accounts selected for auditing. The City will also maintain a data base of audited Customer accoun!s for foil .ow-uP visits. i2) (3) ... (4) (5) (6) The Clty.wi!l provide Consultant with electrical distribution system diagr~ims di~tailing utility service to the selected site, and electric u~e history of each Customer.. ¯ The City Will work with Consultant t0.develop all informational ma.t~rials. call materials must be apprbved by the City. The City will cpntact the Customer and arrange meeting~. The Consultant will provide all.~quipm~nt, materials and personnel required to do the wbrk as specified. The Consultant will perform either walk-through or full-scale audits, and follow-up visitsl and provide copies. of. all CUstomer materials to the City. In addition, Consultant will provide monthly status "reports, participate in quarterly, program review meetings with the City, and prepare an annual report summarizing all. work done in the previous 12 months. (7)The ’Consultant’will create web-based informational material ’for City to provide information and tools to its Customers. The Consultant will deveiop and present training and educational workshops, o’n power quality and reliability as desired by City. At the direction of the Project Manager, the Consultant(s) shall PrOvide assistan.ce on an as- needed basis, including but not limited to: (1)Seminars and Workshops It is anticipated that there would be three seminars or workshops annually. Subjects may include the following: PAGE (2) (3) Voltage Sag mitigation: Problems, Analysis, .S01L~tions, Power Qua!ity: Problems, Analysis, ’and Solutions. Power System Basics. Options available for monitsring, analyzing and communication data related to power quality and reliability. Web-based Services It is anti.cipated that the City will be deve!oplng web page services .by the end of the year 2000. The City may seek to offei" informational services to its Customers through the City web page, The Consultant should be able to provide monitored information, and possibly develop tools, for this format, bo The City may require periodic updates to the fools and information provided by the Consultant for display on its City web page. Power Quality and. Reliability Audits The scope of audits may range from phone consultations w!th review of field monitoring .results, recommendations, review of equipment plans, site walk-through, ¯ ’to’ detailed engineering an,~lysls of electrical systems. The Consultant shall submit all audit materials.and ’associated calculation methodologies electronically in addition ¯ to two hard copies of draft reports for review.by the City. The Consultant will. provide four copies of the final audit after all revisions have been incorporated. The:audit tasks may include, but are not limited to: ao An executive summary of report findings, Monitoring assistance (spe.cificatlons and winng diagram~ detailing equipment installation configuration, and quality assurance), .,Data C011ectio~ (may include monitoring .periods ranging from a single day to several months or more)., ¯Data Analysis and Correlation (analyze data for any ~ignlficant phenomenon), Presentation of Findings (p~:epare drafts and writte~ reports which include¯ detail’s of site-specific data gathered during audit and possible on-site presentation to the Customer)~ fo Recommendations for cost-effective preventi.ve measures, mitigation, control, and/or monitoring, Review and creation of-single-line diagrams of Customer’s elect~:ic distribution system, Evaluation of reliability improvement options (UPS, generator options, controls and switches.). Reports should include the following: PAGE 3 (4) $ An executive summary (start date, end ~late, .team members, purpose, key findings & key recommsndati.ons) Risk assessment for impact of"outages to.Customers ,A description and assessment of the Customer’s existing protection/reliability systems including a.de~cription of proposed controls and systems UPS system type (static, rotary or continuous, power supply) Power Conditioning Options (ferr~resonant transformers, small and large-scale flywheels,, and other commercially available technologies) Automatic Transfer ~witches (subject to utility distribution configuration and modification options) S~stem life cycle’,~:.cost (initial and maintenance costs ~ver the equipment life) Sequence of operation (for controls and alarms) System performance and reliability UPS citing considerations including .room climate control and sound attenuation System fuel storage requirements Distribuiion system separation . ". An.ciliary switch gear ahd switch gear.modifi.cations Power. Quali!y impacts of re!lability im’provement equ.lpment. Consultant reports should ir~clude appendices with information on Customer history (provided by the City) and sample equipment specifications’ sheets for recommendatio’ns, Identify the electrical distribution system disruptions that are of most concern to the Customer and Information on past or potent!al costs incurred ’by the Customer should a. disruption or event occur. This data should be gatn.ed b~ the Consultant from the Customer at the beginning of an audit or study, The w~rk Will be done in a timely manner as agreed between. City Project Manager and Contractor. Project Design Review Tasks include making recommendations for cost-effe.ctive preventive measures, voltage mitigation,, power quality improvements, control, and/or monitoring of power quality, rel!ability, or voltage sag conditions. Project design review may also involve the .following: PAGE 4 = -RevieWing electrical diagrams b=Data Analysis and correlation c.Customer briefings. (5)Technical Support Tasks include: a. ¯ Phone, Fax and E-mail Consultations with Utilities staff and Customers, -’Performing economic analysis of power quality, reliability and voltage sag mitigation op~ion~;, c.Performing short term monitoring and performance evaluations, do e, f: Reviewing electrical system plans’.or monitored data and making recommendations for furtb.er investigation and/or voltage sag mitigation measures, Assistance with equipment specifications forelecirical system solutions including substation meters, transfer swit~hes, "voltage regulators and ¯ conditioners, and other enhancements, Assistancein performing, designin.g,delivering and an’alyzing forma~ and informal surveys of voltage sag mltigatlon, power quali~, and reliability service potentials in the.City of Palo AI.to. ,TASK ASSIGNMENT pROCEDURE The selectedConsultants Wilt be assigned the various tasks as they occur, depending on the,scq~ of the task’and their area of expertise and at the disbretion of the Project Manager and the Customer.. A.T~e Proj~c.t Mar~ager will obtain the’Customer’s cooperation, define the tasl~ and prov.ide a Written description of the task, or~Scope of Work, to the selected Consultant. The Consultant shali 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 her time required for the visit. Th._ls may be added to the cost of the project assignments or charged separately. If the Consulta’n! declines to perform the work on an offered task, the Project Manager should be notified within five wo.rking 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 c.ompletion 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. If earlier phase reports are required, they will be identified in the task assignment.at the initiation of the project. " :A final report will be ompleted for all audits (includirlg those receiving only a walk-through ¯’.PAGE 5 " audit) two weeks after a~dit completion. The final report will. include’all findings 0fthe audit in a clear, 50nclse.format, along with appropriate informational materials. The addit.will be considered compl.eted only aft.er.the final.report i.s submitted and ac.cepted for each ,~ite, When the Consultant.performs any. of the f~llowi~g: seminar, workshop, project .design review, or technical support, a document will be generated to record the service. The’ document ~ill be submitted both electronically and In h~rd copy to the City. The document must includ~ the following Information: ¯A Customer business name Customer contact name, position.titl.e.and phone number. A briefparagra’ph outlining the work performed and a list. of Project team members The date(s) When the services were rendered A short paragraph describing the probl~m(si and the operational .impa~t on the Customer (thls is just a short description pf the problem and what possible solutions were recommend.ed) ,, .. A short paragraph describing the problem(s) and the fiscal impa~ts on the Customer. This is the quantified value(in US dollar.s) to.the Customer on a per event basis of the implementation of tile recommended solution(s).. This information will be provided by the Customer as to how much the problem was’c0sting before:.it was solved or remedlated. Th~ Customer will have already agreed with the" Project Manager to provide the.fihancial impact Information, prior to the assignment o.f work to the Consultant, Thes’e short form summaries should ~)e submltted to the City within ~o weeks Of co~’pletion ¯ of the service rendere~l. D E E.IV ._E RAB LE_____~S The deliverables will’be determined on a task-by-task basis, Dellverables .include data trangmitted electronically, on disk, or written reports, a summary of slte walk-through recommendations~ power conditioning and powder.quality calculations, or presentations. Oral presentations and staff train ng se’sslons may be video r~corded by City. All reports and written m,aterials must be provided to and approved by Project. Ma’nager prior to _d.elivery to the Customer, The City requires that material be delivered In eleotronlc "format. The sbffware used by the City InclUdes’WORD,’ EXCEL, an~ POWER POINT, The City also uses special software related to Its monitoring and powe.r quality communication devices (RPM Omega, PQ Pager, others), It is desired that the ConsLiltant be familiar with this software if they are selected’for power quality-related tasks and services, The City also anticipates web page presentation of reliability and power quality base~ material. Any material developed by the Consultant for this effort should be in html format. PAGE6 EXHIBIT B: FEE SCHEDULE PROJECT TEAM MEMBERS & Hourly Rates & Fees Mark McGranaghan Tom Grebe ¯ Chris Melhom Wade Eclder Principal Consultant Senior Consulting Engineer Project Manager Project Manager $200/hour $160/hour $130/hour $130/hour EXHIBIT C:*INSURANCE PART II - INSURANCE REQUIREMENTS SECTION 650 CONTRACTORS TO THE CITY OF PALO ALTO(CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE ;CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS AND FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH A BEST’S KEY RATING OF A:X, OR HIGHER, LICENSED TO ¯TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNI/~ INSURANCE REQUIREMENTS CHECKED BELOW ARE REQUIRED BY THIS INVITATIO,N FOR BID(IFB): ~MINIMUM LIMITS TYPE OF COVERAGE REQUIREMENT EACH OCCURRENCE AGGREGATE []WORKER’S COMPENSATION STATUTORY []AUTOMOBILE LIABILITY STATUTORY []BODILY INJURYCOMPREHENSIVE GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE, BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY COMPREHENSIVE AUTOMOBILE LIABILITY, INCLUDING, OWNED, HIRED, NON-OWNED PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE PROPERTY DAMAGE BODILYINJURY&PROPERTY DAMAGE COMBINED BODILYINJURY -EACH PERSON -EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED ALL DAMAGES $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: BIDDER, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUTTHE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY BIDDER AND ITS SUBCONTRACTORS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSURES CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. II. II1. INSURANCE COVERAGE MUST INCLUDE:" A.A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION, AND, . , B.A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY - SEE PART II SECTION 500, FORMAL CONTRACT(SAMPLE). SUBMIT CERTIFICATE(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE, OR COMPLETE THIS SECTION AND IV THROUGH VI, BELOW. A.NAME AND ADDRESS OF COMPANY AFFORDING COVERAGE (NOT AGENT OR BROKER): B.NAME, ADDF~ESS AND PHONE NUMBER OF YOUF~ INSURANCE AGENT/BROKER: CITY OF PALO ALTO IFB 120275 PAGE 1 OF 2 PART II - INSURANCE REQUIREMENTS SECTION 650 C.-POLICY NUMBER(S): D.DEDUCTIBLE AMOUNT(S) ( DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL): IV.AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AND BIDDER’S SUBMITTAL OF CERTIFICATES OF INSURANCE EVIDENCING COMPLIANCE WITH THE REQUIREMENTS SPECIFIED HEREIN. VI. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSURES", A.PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSURES. B.CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM OR CORPORATION AS INSURES UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUF~DS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C.NOTICE OF CANCELLATION IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITFEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. PROPOSER CERTIFIES THAT PROPOSER’S INSURANCE COVERAGE MEETS THE ABOVE REQUIREMENTS: THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW.SIGNATURE(S) MUST BE SAME SIGNATURE(S) AS APPEAR(S) ON SECTION 300A. Firm: Signature: Name: Signature: Name: (PRINT OR TYPE NAME) (PRINT OR TYPE NAME) NOTICE(S) SHALL BE MAILED TO:PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303. CITY OF PALO ALTO IFB 120275 PAGE 2 OF 2 EXHIBIT D: NONDISCRIMINATION PART II -PROPOSER INFORMATION ( MUST BE SUBMITTED WITH PROPOSAL) SECTION 300 A Provide The Information Requested Below Or Indicate "Not Applicable" If Appropriate Name of Proposer ((~ompany) Electrotek Concepts Proposer is a: California Corporation Address 408 N Cedar Bluff Road, Suite 500 Knoxville, TN 31923 IRS Number: 77-0023214 Phone/Fax Number. (865) 470-9222/(865) 470-9223 [3 [3 [3 Corporation organized under the laws of the State of With head offices located at And offices in California at CaliforniaLimited Liability Company Sole proprietorship; (Fictitious business names (i.e. "D.b.a."): , proprietor Partnership [3 Limited liability partnership (List names of partners; state which partner or partners are managing partner(s) Other (attach addendum with explanatory detaiis). How many years have you (or your firm) done business under the name listed above? How many years of experiencein work similar to work or services covered in this RFP? Provide relevant references of contracts satisfactorily completed in the last three (3) years: 15 i0 CUSTOMER COMPANY (NAM~ADDRESS) 8306 Century Park Court Rt~ 47]0 San Diego, tA 92123 Consolidated Edison Company2708 First Ave., Room 907 New York, NY 10017 3 Fairfax County Water Authority 1250 Holly Knoll Drive Herndon, VA 22070 4,Sacramento Municipal Utility Dist P.O. Box 15830 CONTACT/PHONE NUMBER Bob Cilleskie 619-654-1152 Frank Sinicola 212-338-4373 703-404-5015 Jim Bemis 916-732-6338 DATE COMPLETED CONTRACT AMOUN~ 12/31/96 25,000$ 3/31/98 $, 75,000 25,000 CITY OF PALO ALTO RFP 120275 PAGE 1 OF 4 PART II -PROPOSER INFORMATION ( MUST BE SUBMITTED WITH PROPOSAL) SECTION 300 A CUSTOMER COMPANY (NAME/ADDRESS)CONTACT/PHONE NUMBER DATE COMPLETED CONTRACT AMOUNT City of Palo A~.~;O P~O. Box 10250 ~, Virginia Waik I~/q1/96 $ 44,000"P~Io Altn: CA 94303 650-329~2680 (PLEASE PROVIDE ADDITIONAL SHEETS, IF NECESSARY) Eo Have you or your firm previously worked for the City of Pal6 Alto? ~ Yes ~ no ( if "yes", please list above or if necessary provide information additional sheets). 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. ’ Dranetz-BMl 4300 Power Quality Monitor CONDITION LOCA~’ION Good Knoxville, TN 2 Dranetz-BMl 8020 PQNodes Good Knoxville, TN 3 Dranetz-BMI PPI Power Quality Monitor Good Knoxville, TN 1 Fluke 41 Power Meter Good Knoxville, TN (PLEASEPROVIDEADDITIONALSHEETSIFNECESSARY) Provide a list of the project’s management staff of the Proposer who will manage the proposed work: NAME FIELD OF EXPERTISE/CAPABILITIES/EXPERIENCE ..Wade’ J. Eckler Power Systems En~_!Power Quality Audits. Ind,,mtria] Nt,,~_ies Mark F. McGranaghan Power Systems Engineering/PQ Audits, Seminars, Power Factor/Volt S Dan Sabin Power Systems Engineering/Power quality monitoring and data analysis Ro_~er C,. Du_~an ’Distribution System Plannin_~/Di~tribution planninK and system analysis (PLEASE PROVIDE ADDITIONAL SHEETS IF NECESSARY) H.Contractor’s license #/type:N/A Minority business enterprises : Proposer is ~ is not X a Minority or Women or Disadvantaged Business Enterprise. Small Business Concern: Proposer is __ is not ~ a Small Business Concern. As-required under Section 4100, et Seq., of the Public Contract Code, the Proposer shall list below the names and business address of each subcontractor who will perform work under this Proposal in excess of one-half of one percent of the Proposer’s total Proposal price, and shall also list the portion of the work which will be done by such subcontractor. After opening of Proposals, no changes or substitutions will be allowed except as otherwise provided by law. 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. NAME/ADDRESS Atlas Energy Systems 530 Baldwin Park Blvd. ..City of Industry, CA 91746 SCOPE OF WORK Field work for power quality audits, assistance with seminar presentations, assistance with mitigation strategies (specification, budgeting, implementat ion CITY OF PALO ALTO RFP 120275 PAGE 2 OF 4 PART II -,PROPOSER INFORMATION ( MUST BE SUBMITTED WITH PROPOSAL! SECTION 300 A NAME/ADDRESS SCOPE OF WORK 2. Or, [~ Addenda (PLEASE INCLUDE AEiDITIONAL PAGES IF NECESSARY) Subcontractors will .not perform work or labor or render services to the undersigned, in or about the work contemplated by this Proposal (check and initial). Durir~g 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, and 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 RFP0 and the i~rovisions and instructions therein contained shall be incorporated to any Proposal submitted by Proposer. To assure that all Proposers have receive each addendum issued, the followin.g acknowledgment and sign- off is required. Failure to acknowledge receipt of an addendum/addenda may be considered an irregularity in the Proposal: The Proposer acknowledges that Proposer has received, and the information contained in the addendum/addenda listed below has been considered in the preparation of this Proposal. Proposer confirm’s receipt of addenda by checking (,/’) each addendum number Proposer has received. Or~ M. Addendum number(s) received:~ 1; ~ 2; ~. 3; ~4; ~ ~6; ~ 7; ~ 8; ~9; 5; No Addendum/Addenda Were Received (check and initial). The Proposer additionally represents that Proposer has not retained a person to solicit or secure a city cor~tract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except for retention of bona fide employees or bona fide established commercial selling agencies for the purpose of securing business. Proposer’s designated contact Name: Wade J.F.cY, le~:Title: Sez~±o~: £owe~: Systems Eng±nee~: Phon~: (865) 470-9222, ex~:. 116 Fax:(865) 470-9223 As suppliers of goods or services to the City of Palo Alto, the 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. CITY OF PALO ALTO RFP 120275 PAGE 3 OF 4 PART II - P. PROPOSER INFORMATION ( MUST BE SUBMITTED WITH PROPOSAL) SECTION 300 A The undersigned hereby agrees to, and accepts the terms and conditions of this RFP. Note:California Corporations Code Section 313 requires two corporate officers to execute contracts, °The signature of First Officer* mus.__.tt be one of the following: Chairman of the Board; President; or Vice President, *’The signature of the Second Officer’* mus.___t 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) Bidder is required to provide a certificate in good standing from the State of Cafifomia with its Bid. Or, Signatures: First Officer*: Second Officer**: (MUSTBETHESAMESIGNATUREASWILLAPPEARONCONTRACT)J. Char’les .Smith . . (PRINTEDNAMEOFSIGNATORDPresident (TITLE OF SIGNATORY) (MUST BE THE SAME SIGNATURE AS WILL APPEAR ON CONTRACT) Robert: S t:e r.n (PRINTED NAME OF SIGNATORY) Chief Financial Officer (TITLE OF SIGNATORY) The undersigned certifies that the Proposer is not a corporation and is not subject to the requirements of California Corporations code, and hereby agrees to, and accepts the terms and conditions of this RFP. Signature: (MUST BE THE SAME SIGNATURE AS WILL APPEAR ON CONTRACT) CITY OF PALO ALTO RFP 120275 PAGE 4 OF 4 BETWEEN THE CITY OF PALO ALTO AND EPRI PEAC CORPORATION FOR CONSULTING SERVICES This Contract No.is entered into~, by and between the CITY OF PALO ALTO, a chartered city and a municipal corporation of the State of California ("C~TY"), and EPRI PEAC CORPORATION, a DELAWARE CORPORATION, located at 830 Corridor Park Boulevard, Suite 200,Knoxville,Tennessee 37932("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, the parties agree: SECTION i. TERM i.i This Contract will commence on the date of its execution by CITY. The obligation of CONTRACTOR to perform the services will commence in accordance with the time schedule set forth in Exhibit "A." Time is of the essence of this Contract. In the event that the 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 t.ime. This provision will no~ preclude the recovery of damages for delay caused by CONSULTANT. ~ECTION 2. SCOPE OF PROJECT; CHANGES & CORRECTIONS 2.1 The scope of Services and D~liverables constituting the Project will be performed, delivered or executed by CONSULTANT under the phases of the Basic Services as described below. 00107 po 0071794 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 td 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. SECTION 3.OUALIFICATIONS,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 certification is required by law to perform the Services, and that the Project wil! 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 Tomas Key as the project director to have supervisory responsibility for the performance, progress, and execution of the Project. Tomas Key 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. 00107 po 0071794 2 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 loc~l laws, ordihances, 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 Deliverableso 3.5 .Any Deliverables given to, or prepared or assembled by, CONSULTANT or its consultants, if any, under this Contract wil! 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 five (5) 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 cons’idered independent contractors and not agents or employees of CITY. 00107 po 0071794 3 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 w~iting, 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 f CONSULTANT and its staff beyond those normally required under the Basic Services; 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 C~TY, 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 listed in Exhibit "A" and such information regarding its requirements applicable to the Project as may be reasonably requested by CONSULTANT. 4.2 CITY will review and approve, as necessary, in a 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. Virginia Waik is designated as the project manager for the city manager. The project manager will supervise the performance, progress, and execution of the Project. 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: 00107 po 0071794 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 twenty-five thousand dollars ($25,000). 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 In consideration of the full performance of Additional Services, the amount of compensation set forth in Exhibit "B" will not exceed twenty-five thousand dollars ($25,000). The rate schedules may be updated by CONSULTANT only once each calendar year, and the rate schedules will not become effective for purposes of this Contract, unless and until CONSULTANT gi~es CITY thirty (30) days’ prior written notice of the effective date of any revised rate schedule. 5.1.3 The~full payment of charges for extra work or changes, or both, in the execution of the Project will be made, provided such request for payment is initiated by CONSULTANT and authorized, in writing, by the project manager. Payment will be made within thirty (30) days of submission by CONSULTANT of a statement, in triplicate, of itemized costs covering such work or changes, or both. Prior to commencing such extra work or changes, or both, the parties will agree upon an estimated maximum cost for such extra work or changes. CONSULTANT will not be paid for extra work or changes, including, without limitation, any design work or change order preparation, which is made necessary on account of CONSULTANT’s errors, omissions, or oversights. 5.2 The schedule of payments will be made as follows: 5.2.1 Payment of the Basic Services will be made at the completion of each Project, or in accordance with any other schedule of payment mutually agreed upon by the parties, 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 Payment. of the Additional Services will be made in monthly progress payments for services rendered, within thirty (30) days of submission, in triplicate, of such requests. 00107 po 0071794 5.2.3 No deductions will be made from CONSULTANT’s compensation on account of penalties, liquidated damages, or other sums withheld by CITY from payments to general contractors. SECTION 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 ~rrespective.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 employees’ 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. 00107 po 0071794 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, emplbyer’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 CONSULTANT retained to perform Services under th±s 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 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 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 additional insured except in policies of workers’ compensation, employer’s liability, and professional liability insurance. Current certificates of such insurance will be kept on file at all times.during the term of this Contract with the city clerk. 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 00107 po 0071794 of~California which require every employer to beinsured 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. 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 notic~e 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 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 t~e 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 service in an amount which bears the same ratio to the total fee otherwise 00107 po 0071794 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 ~ill 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 CONSULTANTto 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 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 00107 po 0071794 9 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 Muhicipal 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: ’~[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 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 I0 00107 po 0071794 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 fiDding 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 C~lifornia, 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 Un±ted 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 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, 00107 po 0071794 1! 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 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. // // // // // // // // // 00107 po 0071794 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 Senior Asst. City Attorney APPROVED: Assistant City Manager EPRI PEAC CORPORATION Director of Utilities Director of Administrative Services’ Risk Manager By: Name: Title: Taxpayer Identification No. 61-1763163 (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 00107 po 0071794 13 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STAT~. OF COUNTY OF On ~)~ , 2000, before me, the undersigned, a Notary~PublicVin and for said County and State, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence ~o 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 O0107 po 0071794 14 STAT~ OF ) ) SS. COUNTY OF ) On , 2000,.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 00107 po 0071794 15 EXHIBIT C: INSURANCE PART II - INSURANCE REQUIREMENTS SECTION 650 I.CONTRACTORS TO THE CITY OF PALO ALTO(CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE ~-CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS AND FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WiTH A BEST’S KEY RATING OF ~X, OR HIGHER, LICENSED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNL~ INSURANCE REQUIREMENTS CHECKED BELOW ARE REQUIRED BY THIS INVITATIO,N FOR BID(IFB): ~MINIMUM LIMITS TYPE OF COVERAGE WORKER’S COMPENSATION AUTOMOBILE LIABILITY COMP.REHENSIVE GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE, BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY ’ - COMPREHENSIVE AUTOMOBILE LIABILITY, INCLUDING, OWNED, HIRED, NON-OWNED PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE REQUIREMENT STATUTORYSTATUTORY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED BODILYINJURY -EACH PERSON -EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED ALL DAMAGES EACH OCCURRENCE $1,000,000 $1,ooo,ooo $1,ooo,ooo $1,ooo,ooo $1,ooo,ooo $1,ooo,ooo $1,000,000’ $1 ,oo0,ooo $1,ooo,ooo AGGREGATE $1,000,000 .$1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $t,000,000 THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: BIDDER, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY BIDDER AND ITS SUBCONTRACTORS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSURES CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.- II. Ill. INSURANCE COVERAGE MUST INCLUDE:" A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION, AND, A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY - SEE PART II SECTION 500, FORMAL CONTRACT (SAMPLE). SUBMIT CERTIFICATE(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE, OR COMPLETE THIS SECTION AND IV THROUGH VI, BELOW. NAME AND ADDRESS OF COMPANY AFFORDING COVERAGE (NOT AGENT OR BROKER): NAME. ADDF~ESS AND PHONE NUMBER OF YOUR INSURANCE AGENT/BROKER: CITY OF PALO ALTO IFB 120275 PAGE 1 OF 2 PART II - INSURANCE REQUIREMENTS SECTION 650 D; POLICYNUMBER(S)"-,.,,,, ~/I/~., ,$,,~’~ DEDUCTIBLE AMOUNT(S)( DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CI~S PRIOR APPROVAL): IV,AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AND BIDDER’S SUBMITTAL OF CERTIFICATES OF INSURANCE EVIDENCING COMPLIANCE WITH THE REQUIREMENTS SPECIFIED HEREIN. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSURES", A,PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSURES. B.CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM OR CORPORATION AS INSURES UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. NOTICE OF CANCELLATION VI. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE F.OR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRrI-I’EN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. PROPOSER CERTIFIES THAT PROPOSER’S INSURANCE COVERAGE MEET~ THE ABOVE REQUIREMENTS: THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW.SIGNATURE(S)MUST BE SAME SIGNATURE(S) AS APPEAR(S) ON SECTION 300A. Firm: Signature:r~l~//~/~./ i~~lX,). (PRINT OR WPE NAME) (PRINT OR ~PE NAME) Signature: Name: NOTICE(S) SHALL BE MAILED TO:PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303. CiTY OF PALO ALTO IFB 120275 PAGE 2 OF 2 EXHIBIT D: NONDISCRIMINATION PART II -PROPOSER INFORMATION ( MUST BE SUBMITTED WITH ,PROPOSAL) SECTION 300 A Provide The Information Requested Below Or Indicate "Not Applicable" ~f Appropriate Name of Proposer (Company) EPRT PEA(3 Corporat’ion Proposer is a: California Corporation r~ Address 830 Corridor Park Blvd., Suite 200 Knoxvllle, ’I’[~ JI~Z IRSNumber:61-1 ~/63] 63 Phone/Fax Number: 865-966-5430/865-966-7302 Corporation organized under, the laws of the State of Delaware With head offices located at Knoxville r Tenessee And offices in California at Palo Alto: California C~lifornia Limited Liability Company Sol,e proprietors.hip; (Fictitious business names (i,e. "D.b.a,"): , proprietor Partnership ~ Limited liability partnership (List names of partners; state which partner or partners are managing partner(s) Other (attach addendum with explanatory deta s) How many years have you (or your firm) done business under the name listed above? 1 (,1 4 How many years of experience in work similar to work or services covered in this RFP? 1 5 Provide relevant references of contracts satisfactorily completed in the last three (3) years: [Please refer to page 24 of this proposal. ] CUSTOMER COMPANY (NAMEJADDRESS) CONTACT/PHONE NUMBER DATE COMPLETED 1 years as PE; CONTRACT AMOUN~ 3,, CITY OF PALO ALTO RFP 120275 PAGE 1 OF 4 PART II -PROPOSER INFORMATION ( MUST BE SUBMITTED WITH PROPOSAL) SECTION 300 A CUSTOMER COMPANY (NAME/ADDRESS)CONTACT/PHONE NUMBER DATE COMPLETED CONTRACT AMOUNT (PLEASE PROVIDE ADDITIONAL SHEETS, IF NECESSARY) ¯Have you or your firm previously worked for the City of PaiD All6? __ Yes ~ n° ( if "yes", please list above or if necessary provide information additional sheets). 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 EPRI uses unit. NAME, TYPE. MODEL, CAPACITY, ETC.CONDITION LOCATION PEAC has an extensive list of power monitorinq equipment ~t to diaqnose Dower quality problems including ~ts PortoiSag test Please refer to Appendix D and Sebtion 2.6 for more information. (PLEASE PROVIDE ADDITIONAL SHEETS IF NECESSARY) Provide a list of the project’s management staff of the Proposer who will manage the proposed work: NAME"FIELD OF EXPERTISE/CAPABILITIES/EXPERIENCE m~m ~ey See Appendix B, Paqe 31 Carl Miller See Appendix ~. ~g~ 32_ (PLEASE PROVIDE ADDITIONAL SHEETS IF NECESSARY) H.Contractor’s license #/type: ~A Minority business enterprises : Proposer is __ is not ~ a Minority or Women or Disadvantaged Business Enterprise. Small Business Concern: Proposer is __ ,is not _..X_. a Small Business Concern. As required under Section 4100, et Seq,, of the Public Contract Code, the Proposer shall list below the names and business address of each subcontractor who will perform work under this Proposal in excess of one-half of one percent of the Proposer’s total Proposal price, and shall also list the portion of the work which will be done by such subcontractor. After opening of Proposals, no changes or substitutions will be allowed except as otherwise provided by law. 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. NAME/ADDRESS’SCOPE OF WORK 1. A1 hy w P CITY OF PALO ALTO RFP 120275 PAGE 2 OF 4 PART II -PROPOSER INFORMATION ( MUST BE SUBMITTED WITH PROPOSAL) SECTION 300 A NAME/ADDRESS SCOPE OF WORK. (PLE.ASE INCLUDE ADDITIONAL P.AGES IF NECESSARY) ~Subcontractors will nol perform work or labor or render services to the undersigned, in or about the work contemplated by this Proposal (check and initial). L. ’ Addenda 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 an~i addendum issued by city in connection with.this RFP, and 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 receive each addendum issued, the following acknowledgment and sign- off is required. Failure to acknowledge receipt of an addendum/addenda may be considered an irregularity in the Proposal: The Proposer acknowledges that Proposer has received, and the information contained in the addendum/addenda listed below has been considered in the preparation of this Proposal. Proposer confirm’s receipt of addenda by checking (,/) each addendum number Proposer has received. Or, Addendum number(s) received:~ 1;2; ~ 3; __. 6;7; ~ 8; ._~d~K~’~endum/Addenda Were Received (check and initial). 4;5; ~g; The Proposer additienally represents that Proposer 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 employees or bona fide established commercial selling agencies for the purpose of securing business. Proposer’s designated contact Name: Hichae’l W. Howard Title:President Phone: 865-966-5430 Fax: 865-966-7302 As suppliers of goods or services to the City of Palo Alto), the 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. CITY OF PALO ALTO RFP 120275 PAGE 3 OF 4 PARTII-PROPOSER INFORMATION ( MUST BE SUBMITTED WITH PROPOSAL) SECTION 300 A The undersigned hereby agrees to, and accepts the terms and conditions of this RFP. Note:California Corporations Code Section 313 requires two corporate officers to executecontracts. *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) Bidderis mquiredtopmwdeace~ficate ~ goods~ndingfromthe Sta~ ofCalifom~ ~ ~sBid. EPRI PEAC Corporation will provide certificate in good standing from the State of California if awarded a contract based on this proposal. Signatures: ~ First Officer*: Michael W. Howard (PRINTED NAME OF SIGNATORY) Second Officer’*: President ~-, o ( (TITLE OF SIGNATORY) (I~tUST BE THE SAME SIGNATURE AS WILL APPEAR ON CONTRACT) ~li~ Willi~m$ (PRINTEDNAMEOFSlGNATORY) Secretary (TITLEOFSIGNATORY) Or, The undersigned certifies that the Proposer is not a corporation and is not subject to the requirements of California Corporations code, and hereby agrees to, and accepts the terms and conditions of this RFP. Signature: (MUST BE THE SAME SIGNATURE AS WILL APPEAR ON CONTRACT) ¯CITY OF PALO ALTO RFP 120275 PAGE 4 OF 4 SCOPE .OF WORK POWER QUALITY AND RELIABILITY CONSULTING SERVICES OBJECTIVE AND OVERVIEW The objective of ihis solicitation is to secure electric consulting services in support of the City of Palo Alto (City) Utilities Depa~ment "Power Quality and Reliability Program" for its residential, csmmercial, industrial and inslitutiohal, such the Veteran’s Administration (VA) Ho~pital, customers (Customer). The services will I~e provided by the c.onsultan~ on an as-requested basis, when the need for services isdetermined by (he City, Consulta~nt work will be directed by the City’s ProjectManager (the Projec.t Manager) through the issuance of written task assigr~ments. The scope and the fee for each task assignment will be established by the Project Manager prior to commencement of the requested work, The contract .will be.written on a time and materials basis. One adjustment in billing rates may be allowed annually, at a percentage.rate.not to exceed the Consumer Price Index for the San Fr’anciscolSan Josearea. Th~ initial contract period will be for one calendar year with an option.to extend the contract annually for up to two additional years, subject to Council approval of sufficient funds. The City’s fiscal year Is July I through June 30.. The type .of.services that shall beperformed and delivered by the Program Cor~sultant may be.on either side of the Customer.meter and shall include, but are not limited to: o o o Power Quail .ty Au~lits Facility and End Use Pov~er Conditioning (including voltage sag. mitigation) Reliability Studies (including critical load and controls protection) Bas~load and Emergency Generation Options Load-shedding Analysis Project Design Review Utility Distribution Modifications Development ’of Internet-based information tools ¯ Customer: Workshops Proje.ct Economic Analyses "Technical Support and Training of¯ Utility Staff The City will select no more than t.hree Consultant firms to retain the required expertise in.all the task areas. The selection criteria are described below. 2. BACK’G ROUN__D To continue to provide high quality, high value service to our residen!ial, commercial, industrial and institutional Customers; the City has identified a need for Consultant-based electric reliability and power quality engi.n.eering expertise. The.assistance supports activities such as electric reliability studies,¯ power quality auditing, project design review, seminars,’ technical and economical analysis PAGE. 1 " of Customerand utilities’ distribution electrical sysiem performance, and related technical and specialized services. Consultant services are used to augment staff resources and provide specialized knowledge, analysis arid independen.t appraisal. Consultant work is assigned on an as-needed basis to support Utilities Marketing Service customer satisfaction objectives as they relate to residential, commercial~ industrial and institutional customers. Utility Marketir~g Services has provided similar consultant services during ¯ the prior three years. These targeted Consultant services will allow the City to p~:ovide a diverse array of project analyses which are driven by Customer demand.. Customer assistance has included evaluation of: Customer facilities’ electrical distribution system, back up power .systems, demand- limiting control strategies, equipment replacemen’t and electrical system upgrade, monitoring, and .’informational materials related to reliability and power quality. In addition, Customers have also sought informalion on how to protect their businesses and processes from voltage sags which o.riginate on the utility distribution systems. 3.CONTRACT SCOPE .A.. Responsibilities include:, i2) (3) ¯ (4) (5) The City will perform all marketingand screening for the services ~o be offered to the utility Customer. The City will provide Consultant with contact information for the accounts selected for auditing. The City will also maintain a data base of audited Customer accoun.ts for foil .ow-up visits. The City.wi!l provide Consultant with electric’al distribution system diagrams di~tailing utility service to the selected site, and electric use history of each Customer.. The Cffy Will work with Consultant t0.develop all informational materials. All materials must be approved by the Cit.y. The City will cpntact the Customer and arrange meeting~. The Consultant will provide all ~quipm~nt, materials and personnel required to do the work as specified. The Consultant wilt perform either walk-through or full-scale audits, and follow-up visits, and provide copies of all Customer materials to the City. In addition, Consultant will provide monthly status reports, participate in quarterly, program review mee!ings with the City, and prepare an annual report summarizing all work done in the previ’ous 12 months. (7)The Consultant will create web-based informational material for City to provide information and tools to its CL~stomers. (8)The Consultant will deveiop and present training and educational workshops on power quality and re!lability as desired by City. At the direction of the Project Manager, the Consultant(s) shall provide assistance on an as- needed basis, including but not limited to: (1) Seminars and Workshops it is anticipated that there would Subjects may include the following: be three seminars or workshops annually. PAGE 2 Voltage sag mitigation: Problems, Analysis, .Solu.tions. Power Quality: Problems, Ana!ysls, and Solutions. Power System Basics. do Options available for monit~)ring, analyz!ng and communication data related to power quality and reliability. (2)Web-based Services It is anti.cipated that the City will be developing web page services.by the end ofthe year 2000. The City may seek to offei" informational services to its Customers through the City web page. The Consultant should be able to provide monitored information, and possibly develop tools, for this format. bo The City may require periodic updates to the tools and information provided by the Consultant for display on its City web page. Power Quality and Reliability Audits The scope of audits may range from phone consultations with review of field monitoring results, recommendations, review of equipment plans, site walk-thraugh, to detailed engineering analysis of electrical systems. The Consultant shall submit all audit materials.and associated calculation methodologies electronically in addition ¯ to two hard copies of draft reports for review.by the City. The Consultant will provide four copies of the final audit after all revisions have been incorporated. The-audit tasks may include, but are not limited to: a= d= An executive summary of repo.rt findings, Monitoring assistance (spe.cifications and wiri~lg diagrams detailing equipment installation configuration, and quality assurance), ,Data Collectio~ (may include monitoring periods.ranging from a single day to several months or more)., Data Analysis and Correlation (analyze data for, any ~ignificant phenomenon), Presentation of Findings (prepare drafts and writte~ reports which include. details~ of site-specific data gathered during audit and possible on-site presentatio.n to the Customer), fo Recommendations for cost-effective control, and/or monitoring, Review and creation’ of single-line distribution system, preventi.ve measures, mitigation, diagrams of Customer’s electl:ic Evaluation ’of reliability improvement options (UPS, generator options, controls and switches). Reports should include the following:. PAGE3 C4) An executive summary (start date, end ~ate, .team members, purpose, key findings & key recommendations) Risk assessment for imp’act ofoutages to’Customers ,A descriptio.n and assessment of the Customer’s existing protecti0n/reliability systems including a de~;cription of proposed controls and systems UPS system type (static, rotary or continuous power supply) Power Conditioning Options (ferr0resonant transformers, small and large-scale flywheels, and other .commercially available technologies) Automatic Transfer ,~witches (subject to utility distribution configuration and modification options) System life cycle;~..cost (initial and maintenance costs ~ver the equipment life) Sequence of operation (for controls and alarms) System performance and reliability UPS citing considerations including .room climate control and sound attenuation System fuel storage requirements Distribuiion system separation. An.ciliary switch gear and switch gear.modifications Power. Quali!y impacts of re!lability im’provement equipment. Consultant reports should ificlude appendices with information on Customer history (provided by the City) and sample equipment specifications’ sheets for recommendatiohs, Identify the electrical distr.ibution, system disrdl~tions that are of most concern to the Customer and Information on past or potential costs incurred ’by the Customer should a disruption or event occur. This data should be gained by the Consultant from the Customer at the beginning of an audit or study. The w~)rk Will be done in a timely manner as agreed between City Project Manager and Contractor. Project Design Review Tasks ir~clude making recommendations for cost-effective preventive measures, voltage mitigation, power quality improvements, control, and/or monitoring of power quality, rel!abili{y, or voltage sag conditions. Project design review may also involve the .following: PAGE 4 Reviewing electrical diagrams Data Analysis and correlation (5) Customer briefings’. Technical Support Tasks include: a. Phone, Fax and-E-mail Consultations with Utilities staff and Customers~, ’Performing economic analysis of power quality, reliability and voltage sag mitigation options, C°Performing short term monitoring and performance evaluations, Reviewing electrical system plans .or monitored data and making recommendations for furt.b..er investigation and/or voltage sag mitigation measures, Assistance with-equipment specifications for electrical system solutions including substation meters, transfer swit~:hes, voltage regulators and ¯ conditioners, and other enhancements, f;Assistance in performing~ designin.g, delivering and analyzing forma~ and informal surveys of voltage sag mitigation, power quality.., and reliability service potentials in the.City of Palo Al.to. TASK ASSIGNMENT PROCEDURE The selected Consultants wilt be assigned the various, tasks as they occur, depending on thes(:q:~e of the task’and their area of expertise and at the discretion of the Project Manager and the Customer. A.The Project Manager will obtain the’Customer’s cooper~ltion, define the task and prov.ide a writtendescription of the task, or Scope of Work, to the selected Consultant. The Consultant shali 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 her time required for the visit. Th!s may be added to the cost of the project assignments or charged separately. If the Consulta’nt declines to perform the work on an offered task, the Project Manager should be notified within five wo.rking 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 c.ompletion date ~ill be set by City. E.The Consultant shall complete the Work and provide the’City with the deli.verables. A 95% complete draft report must be submitted at least 1’0 working days before the project deadline for City review and comment. If earlier phase reports are required, they will be identified in the task assignment.at the initiation of the project. " :A final rep(:;rt will be ~omplet~d for all audits (includirlg those receiving only a walk-through PAGE 5 " audit) two weeks after a~Jdit completion. The final report will. include’all findings of’the audit in a clear, b0ncise.format, along with appropriate informational materials. The addit.will be considered compl.eted only after the final.report is submitted and accepted for each Site. When the Consultant.performs any of the following: seminar, workshop, project .design review, or technical support, a document will be generated to record the service. The. d.ocument ~vill be submitted both electronically and in h~rd copy to the City. The document must include the following information: ¯A Customer business name Customer contact name, position.tit!e.and phone number A brief paragraph outlining the work performed and a list. of Project team members The date(s) v~hen the services were rendered A short paragraph describing the problem(si and the operational .impa~t on the Customer (this is just a short description of the problem and what possible solutions were recommended) .. A short paragraph describing the problem(s) and the fiscal impacts on the Customer. This is the quantified value(in US dollars) to.the Customer on a per event basis of the implementation of the recommended solution(s).. This information will be provided by the Customer as to how much the problem was’costing before,, it was solved or remediated. Th~ Customer will have already agreed with the’ Project Manager to prov.ide the.fihancial impact information, prior to the assignment o.f work to the Consultant. Thes’e short form summaries should ~)e submitted to the City within two weel~s Of co~’pletion ¯ of the service rendered. The deliverables willbe dete.rmined on a task-by-task basis. Deliverables.include data transmitted electronically, on disk, or written reports, a summary of site ’walk-through recommendations~ power conditioning and powder.quality calculations, or presentations.Oral presentations and staff training sessions may be video recorded by City. All reports and written m~terials must be provided to and approved by Project, Manager prior to delivery to the Customer. The City requires that material be delivered in electronic t~ormat. The s~ftware used by the City Includes’WORD; EXCEL, and POWER POINT. The City also uses special software related to its monitoring and power quality communication devices (RPM OMega, PQ Pager, others). It is desired that the ConsL~ltant be familiar with this software if they are selected for power quality-related tasks and services. The City also anticipates web page presentation of reliability and power quality base~l material. Any material developed by the Consultant for this effort should be in html format. PAGE6 Name Key, Tom Lawrence, Roger Winnerling, Bill Moncrief, Bill Bhatt, Siddarth Title EXHIBIT B: FEE SCHEDULE PROJECT TEAM MEMBERS & Hourly Rates &’Fees HOurly Rate - Sr, PQ Eng. Expert $165 Sr. PQ Eng. Expert $165 Sr. PQ Eng. Expert $165 Sr. PQ Eng. Expert $165 Sr. PQ Eng. Expert $165 -Meals & Lodging (Cost per day) $225 $225 $2O $225 $20 Dorr, Doug PQ Eng. Prg. Mgr.$129 $225 Mansoor, Arshad PQ Eng. Prg. Mgr.$129 $225 Fortenbery, Brian Sr. Eng..$98 $225 Miller, Carl Sr. Eng,$98 $225 Stephens, Mark Sr. Eng.$98 $225 Langley, Rick PQ Eng.$80 $225 Thomas, Chuck PQ Eng.$80 $225 Keebler, Philip PQ Eng.$80 $225 Phipps, Kermit Sr. Lab Tech $70 $225 Bunton, Scott Lab Tech $50 $225 Cooke, Tom Lab Tech $50 $225 Paudert, Tom Lab Tech $50 $225 Note 1 ~ Per Day T&L Expenses are based upon the US Government Standard CONUS Rates. Airfare. costs will be added for EPRI-PEAC team members flying from Tennessee. Only actual airfare costs will be paid by CPAU. CPAU will pay airfa’re costs if the amount.is at or below these estimates. Airfare costs vary with-advance notice. Below are the estimated costs for airfare from EPRI PEAC Tennessee headquarters. Airfare With No Advance notice Airfare - 7 day advance notice Airfare - 14 day advance notice Airfare Greater Than 14 day notice $1,800 $1,380 $1,150 $920