HomeMy WebLinkAboutStaff Report 4044
City of Palo Alto (ID # 4044)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 9/9/2013
City of Palo Alto Page 1
Summary Title: Gas and Electric Regulatory and Legislative Professional
Services Contracts
Title: Approval of Three Contracts with: 1) Navigant Consulting Inc. for
Electric Regulatory and Technical Consulting Services for a Total Amount Not
to Exceed $117,500 Over Three Years; 2) Flynn Resources Consulting Inc. for
Electric Regulatory and Technical Consulting Services for a Total Amount Not
to Exceed $225,000 Over Three Years; and 3) Navigant Consulting Inc. for Gas
Regulatory and Technical Consulting Services for a Total Amount Not to
Exceed $225,000 Over Three Years
From: City Manager
Lead Department: Utilities
Recommendation
Staff recommends that City Council:
1. Approve and authorize the City Manager or his designee to execute the attached three
contracts with (1) Navigant Consulting Inc. (Navigant) for Electric Technical and Regulatory
Consulting Services, (2) Flynn Resource Consulting Inc. (Flynn RCI) for Electric Technical and
Regulatory Consulting Services, and (3) Navigant Consulting Inc. (Navigant) for Gas Technical
and Regulatory Consulting Services; and
2. Authorize the City Manager or his designee to extend the contracts annually for up to two
additional years, subject to Council approval of sufficient funds.
The annual contract amounts by contract year and by fund for the consulting services are as
follows:
Consultant/Fund Year 1 Year 2 Year 3 Total
a) Navigant Consulting/Electric $ 37,500 $ 40,000 $ 40,000 $117,500
b) Flynn RCI/Electric $ 75,000 $ 75,000 $ 75,000 $225,000
c) Navigant Consulting/Gas $ 75,000 $ 75,000 $ 75,000 $225,000
City of Palo Alto Page 2
Executive Summary
The three proposed contracts will provide the City with the assistance needed to help to
protect Palo Alto’s local control as a publicly-owned utility, to improve electric transmission
reliability through increased options for cost-effective transmission services and solutions, to
respond to cap-and-trade regulations for both the gas and electric utilities, and to prevent
unjustified cost shifting to the City. Services will include technical analysis and intervention in
state and federal regulatory proceedings and legislative matters. Any interventions will be
consistent with City-adopted guidelines for state and federal legislative efforts.
Background
For more than two decades, the City of Palo Alto has retained consultants to assist staff with
electric and natural gas federal and state regulatory proceedings and with technical projects.
The City’s current electric regulatory consultants provide technical assistance and intervention
in the area of regulatory and Bay Area transmission planning proceedings at the California
Public Utilities Commission (CPUC), the California Independent System Operator (CAISO), the
California Energy Commission (CEC), the California Air Resources Board (CARB), and the Federal
Energy Regulatory Commission (FERC). The City’s gas consultant provides assistance in
regulatory proceedings at the CPUC and with Pacific Gas and Electric (PG&E) settlement
processes and negotiations.
The consultants review pending and approved filings and analyze potential cost and/or control
impacts to the City. Often the consultants assist staff by recommending positions and by
crafting language to support those positions in informal communications and formal filings.
Discussion
Electric Consulting Services
In order to maintain local control and guard against potential unjustified cost shifts to publicly-
owned utilities, it is of vital importance that the City protects its interests. During the next
three years, electric regulatory proceedings that will affect the City and its customers will
continue in several major areas at both the state and federal levels. Issues include the ongoing
updates and changes to the California transmission and capacity markets, long-term
transmission grid planning and investment, legislation and regulation to protect against market
manipulation, transmission access charge settlement and implementation, transmission grid
reliability standards with increasing regulatory filing requirements for the City as a distribution
service provider, and increasing legislative and regulatory compliance and reporting
requirements related to energy efficiency, demand reduction, renewable energy supply, and
environmental initiatives such as greenhouse gas emissions reductions.
City of Palo Alto Page 3
The City advocates for long-term solutions to improve reliability of electricity supply in the Bay
Area at the state and federal levels. The City also works closely with other municipal utilities
and electric consumer groups in the Bay Area on planning and advocating for additional new
transmission and generation projects.
Consultant assistance is needed to supplement staff resources in conducting technical and
economic studies and to provide technical support for legal and regulatory interventions.
Anticipated projects over the next three years include evaluation of cost-effective demand
reduction, local distributed cogeneration and renewable energy programs, greenhouse gas
emissions reduction and reporting, analyzing and responding to new transmission market
proposals, and evaluation of transmission and distribution infrastructure alternatives that
would improve reliability.
Gas Consulting Services
Several CPUC proceedings will impact Palo Alto over the next three years. In the wake of the
San Bruno pipeline explosion, proceedings are underway to address pipeline safety issues.
Since safety projects generally require large capital investments, unwarranted cost shifting to
Palo Alto is of major concern. In FY 2014, PG&E’s Biennial Cost Allocation Proceeding will be
also of interest to the City. In addition, the current settlement known as the Gas Accord will
expire at the end of 2014. Access to pipeline capacity as well as rates for backbone
transmission are at stake in this settlement process. The City’s interventions in these matters
have resulted in benefits to gas customers, including retention of low-cost gas transmission
path rights.
Consultant assistance may also be needed to supplement staff resources in developing
programs and projects related to cap-and-trade and internal green initiatives regarding the gas
utility.
Selection Process
In June 2013 a Request for Proposals (RFP) was sent to 13 consulting firms known to offer
relevant services. The RFP allowed consultants to respond to one or both of the major sections
of the scope of work: Electric Technical Consulting, Legislative and Regulatory Services and Gas
Technical Consulting, and Legislative and Regulatory Services. The RFP also stated that more
than one consulting firm may be retained to perform the tasks outlined in the scope of work.
Three firms submitted proposals responding to all or parts of the scope of work. Staff reviewed
each firm's qualifications and submittal in response to the RFP relative to the criteria outlined in
the RFP. Major evaluation criteria included experience of the firm and the individuals proposed
to perform the tasks, quality of services to be provided, cost, recent dealing with relevant
agencies, and the quality and completeness of the proposal.
City of Palo Alto Page 4
Navigant was the sole proposer for gas regulatory services and, because Navigant was deemed
to be responsive and qualified, was selected as the winning (and only) proposer. Navigant and
Flynn RCI were both selected to provide electric regulatory and technical consulting. KEMA Inc.
was the only other firm with a proposal to perform electric regulatory services, but the cost of
those services was not competitive, and the proposal was incomplete. Work under all three
contracts will be performed and paid for on an as-needed basis. There is no minimum payment
required, nor any annual fee to maintain the consultant on a retainer.
Both electric-related service agreements have the same scope of work to provide flexibility in
responding to City’s needs over the next three years. However, Flynn RCI’s work will often
leverage similar work performed by the consultant for the Bay Area Municipal Transmission
group, of which City is a member.
The technical services and intervention in federal and state proceedings provided under these
three contracts are different from those provided by the City’s contract lobbyist, Van Scoyoc
Associates Inc. In addition, although the City is a dues-paying member of several associations,
the services provided by Navigant and Flynn RCI will be customized to Palo Alto’s needs and are
necessary to protect the City’s unique interests.
Resource Impact
The total cost for electric and gas consulting services by contract year is show below:
Consultant/Fund Year 1 Year 2 Year 3 Total
Navigant Consulting/Electric $ 37,500 $ 40,000 $ 40,000 $117,500
Flynn RCI/Electric $ 75,000 $ 75,000 $ 75,000 $225,000
Navigant Consulting/Gas $ 75,000 $ 75,000 $ 75,000 $225,000
Funds for through June 2014 are included in the FY 2014 Electric and Gas Fund budgets. Funds
for subsequent months and years will be subject to appropriation of funds in subsequent
budgets.
Policy Implications
This recommendation sets no new Council policy and is consistent with the Council-approved
Utilities Strategic Plan.
Environmental Review
City of Palo Alto Page 5
Council’s approval of these consulting contracts does not require California Environmental
Quality Act review, as this action does not meet the definition of a “project” pursuant to Public
Resources Code Section 21065.
Attachments:
Attachment A - Navigant Consulting Inc for Professional Services (Electric) (PDF)
Attachment B - Flynn Resource Consultants Inc for Professional Services (Electric) (PDF)
Attachment C - Navigant Consulting Inc for Professional Services (Gas) (PDF)
C ITY OF PALO ALTO COi'o'TRACf NO. C141502378
AGREEMEi'oT BETWEEN THE C ITY OF PALO ALTO A, .... D
NAVIGA/H CONSULTING, INC.
FOR PROFESSIONAL SERVICES (ELECfRIC)
ThisAgrcernent is entered inloon this 9th dayofScptembcr, 2013,{~Agrcernent") by
tilld bety,'een the CITY O F PALO ALTO, a California ehanered nlunicipal corporation ("'CITV-),
and NA VIGANT CONSUL TlNG.iNC .. a Delaware corporation, located &t3100 Zmfandel Drive,
Sulle 600, Rancho Cordova.. CA 95670 (-CONSULT Arfr).
lu:cn'ALS
The follOWing recitals are a substantive portiOfl of this AgreefI\Cf1t.
A, CITY intends to panieipate in energy (gas & electric) tcchnical, regulatory, and legisl~tivc
processes ("Projccl") and desires to engage a consultant to assist CIIY slaff In In cnergy (gas &
electric) lechnical. regulatory. and legislativc processes in COMl!I;lion with the Project ("Services"),
B, CONSULTANT has represented that il has the neeessary professional ex.pertise,
qualifications, and capability. and all required licenses and/or certifications to provide the Services,
C , C ITY in reliance on these representations desires to engage CONSULTANT to provide the
Sc-rvicc:s as more fully described 111 Ex.hiblt "A", aHached to and made a part of this Agreement.
NOW, T HEREFORE, in consideratIOn orthe redtals, covenanlS, terms. and conditions, In
this Agreement, the parties agree:
AGREEMENT
SECTION 1. SCOPE OF SERVICES, CONSULTANT shall perfonn the Scfvices described In
Exhibil ~A~ in accordance with the temu and conditions contained in thiS Agreement. The
perfonnancc orall Services shall be to the reawnable satisfaclion of CITY ,
SECTION 2. TERM.
The It'Ill1 of this Agrttmc::nt shall bl' from the date orits full execution through ScptembeT 8. 2016
lIDless terminated earlier pursuant to SectiOfl 19 of this Agreement.
TIme IS oftlte eMeUCC in the perfonnanec or
t I the term of this
Agreement and In acOOf'tlano:e with the schedule set .. made. pan
of this AgreemCI'l\. Any Semccs for which times for performance are not speclfied 10 thiS
Agreement sha.ll be c:omrnenced and completed by CONSULTANT 10 • reusonably promp! and
, f 1-'--0 __ I.!OII
timcly malUler based upon the cirx;umsumees lind direction communicated to the CONSULTANT.
CITY' ~ agreement to extend the tenn or !he schedule for performance shall not preclude recovery of
damage~ for delay if the extension is required due to the faull of CONSUL T ANT.
S ECTION 4, NOT TO EXC1:ED COMV.:NSA TlON. The compellSatiOl1 to be paid to
CONSULTANT for perfonnancc of the SelViccs described in Exhibit"A ", including both payment
for professional services and reimbursable expenses, shall not exceed Orn: Hundred Sevemcet1
Thousand Five Hundred Dollars (SI17,500.00). The applicabkrnlcs and scbeduleofpaymentan: set
out in Exhibit ~C-I ". enlitled "HOURLY RATE SCHEDULE:' which is attaclled toand madea part
of this Agr~'emcnl.
Additional SclVices, ifany, shaH be authorized in accordance with and subject 10 the provisioru; of
Exhibit ··C'. CONSULTANT shall not receive any compensation for Additional Servicespcrforrned
withoutthc prior wrincD authorizatioo orCIn'. Additional SelVices sball mean any work that is
determined by CITY 10 be necessary for the proper completion of the Project, but which is not
included within the Scope of SelVices described in Exhibit "A".
SECTION S. INVOICt:S.1n order to request paymcot. CONSULTANT shall submit moothly
invoices to the CITY describing the services perfomled and the applicable charges (including an
idcntification of personnel who perfonned the selVices, hours worked, hourly mtes, and
reimbursable expenses), based upon the CONSULTANT's billing rates (sct forth in Exhibit "C-I~).
If applicablc. the lIIvoice shall also describe the pen;entage of completion of eacll IIIsk. The
information in CQNSULTANT's paymem requests shall be subject to verification b)' CITY.
CONSULT ANT shall send aU invoices to tile City's project ma.nager at the address specified in
Section 13 below. The City will generally process and pay mvoice:s wilhin tllirty (30) days of
receipt.
SECTION 6. Q UA LIFICAT IONS/STANDARIl OF CAR E. All of the SelVkes sllall be
performed by CONSULTANT or undcT CONSULTANT's supervision. CONSU LT ANT represents
tllat it possesses the professional and technical personnel neccsSllI)' to perfonn the SelVices required
by thisAgrecmcot and that the personnel have sufficiem suI! and experience to perform tlte Serv1ces
a.ssigned to them. CONSULTANT represenlS that it, itscmployccswldsubconsultants. ifpennitted,
have and shall maimaiD dunng the term of tllis Agreement 011 licenses, permits, qualifiCiltioDS,
insurance and approvals of whatever nature that arc lcgally required to perfonn the SelVices.
All of the services to be furnished by CONSULTANT under this agn:emenl sllall meet the
professional slIIndard and qUlllity tllPt prevail among professionals in the same disci pl ine and of
similar knowledge aoo su !J engaged in re lated work throughout California under !he .>arne or simi lar
circumstances.
SECT ION 7. COl\tP LlANC ': WIT H LAWS. CONSULTANT shall k~p itselfinfonned orand
in compliance with all federal, state and local laws, ordinances, n:gulatioDS. and order.; that may
affect in any manner the Project or tile perfonnance of the Services or those engaged 10 perfonn
SelVices undet" this Agreement. CONSULTANT shall procun: all permits and licenses. pay all
cllarges and fees, and give all notices required by law in the perfonnance of the SclViccs.
SECTION 8. ERRO RS/QM ISSIONS. CONSUL TANTsha!l COrrecl, &tll0C05tl0 CITY. any and 1'1"0 ___
Ilov "'"' 1.1011
all erron, omiS~iI()tlS, or ambiguities In lhe work product submmed to CITY, proVided C ITY givcs
notiee to CONSULTANT. If CONSU L T ANT h:w plqlared plans and spa;ilicatioos or other design
documents 10 construclthe 1'mJ<'CI, CONSU LTANT shall be obligated toc=t any and alil:'llOfS.
omissions or ambiguities dISCOver«! prior to and dunng the course of construction of the ProJa:L
Thb obligation shall $Ul"<lve IcnnilUluOIl of the Agreement.
St:cnON 9. COST t:STIMAn:S.lfthI5 A~ent pertains to the design ora public works
proja:l. CONSULT ANT shall submit estimlUes of probable constructioo costs at cacb phase of
desilln submlltal. I ftlM: total esllmated constructIOn cost at any submittal cxcet'ds ten percent (' 0%)
of the CITY 's stated construction budget. CONSULTANT shall make rc:commendations to the
CITY for ahgnlng the I'ROJECf design with the budget, incorporate CITY approved
recommendatioru. and rc:visc the design to mcc:t the ProJa:t budget. at no additiolUll C05\ to CITY.
SECTION Ill. INOEPENDt:NTCONTRACIQR. It is understood and agrc:cd that in perfonning
the ServiCes under th;~ Agreement CONSULT ANT, and any penon employed by or contracted with
CONSUL TAlI.'T to furnish labor and/or matcrials under this Agm:mcnl. shall act lIS and be an
independent contractor and not an agent or employee ofthc CITY.
The partlCS agree tMt the e~perti se and experience of
;;;;;;;;i,;G;;;iij"",,,j,~ for this Agreement. CONSULT ANT shall not assign or
tfllnsfer any interest in till' Agrecmmt nor the perfOnn3nceofanyofCONSUL TANT's obligations
hereunder without the prior wrilten COlIscnt of the city nJallager. Consel1l to OIlC assignmcm willoot
be deemed 10 be consent tOMy subsC(jucntllSSignmcnL Ally assignmcotmade without the approval
of the city manaJ!er will be void.
St:cnON 12. SU8CO~TRACTI NG.
CONSULTANT shall !lOt subcontract allY portion of the work 10 be perfomlCd under this Agreement
without the pnor wnltell authorization of the cHy malll1ger or designee.
CONSULTANT shall be respclI1siblc for directillg the work of allY subconsultants and for allY
compensation due to subcoosultaolS. CITY assumes no responsibility whatsoever concerning
compensatIOn. CONSULTANT shall be fully resp()I1sible 10 CITY for all acts and omissiolls of a
subcoruiullllnt. CONSULT Am shall change or add subcoruiuitants only With the prior approval of
the city rnal1llger or his designee.
SEO'ION 13. PROJECT MANAGEMENT . CONSULT ANT will assign Gordon Picl.:erinJ!
lIS the I'mjecl Supervisor to have supervisory responsibiliTY for the perfonnance, progress. and
execution of tIM: Services to IqlresmtCONSUL TAl\'T duriTlg theday-to-day won: on the Projc:ct.lf
circumstances cause the substitutioo of the project din'Ctor, project coordinator, or llITy other key
pelSO!1llel fur allY reason. the appomtmcnt ofa substmue project dllttlOr i1l1d the assignmelli of any
key new or rrpllltetnCllt personnel will be subject to the prior wrillen approval of the C'TY's project
managei'. CONSULTANT. al CITY's requcst, shall promptly remove perso!Jl\Cl who CITY findsdo
001: perfonn the Sen-ices in an acceptab'e nl3llDtr, are ul1CO()po!rative, or present I threat to the
adequate or timely completion of the ProjC:C1 or. threat to the safety of penoru or property.
The City's projc:ct manager is Karla Dailey, Utilities lkpartmellt, Resource Mal18.gernent Divls1OJl .
• ,10 1_
~ """ !.lOll
250 Hamilton Avenue, Palo Aho, CA 94303, Telephone (650)329-2523, The project manager will
be CONSUL TANT"s point of COf1taCI with I\"spect to performance. progress and execution of the
Services. The CITY may designate an alternate project manager from lime to lime.
SECTION 14. OWNERSHIP OF MATERIALS. Consultant will retain sole and exclusive
ownership of all right, tide and interest in its work papers, proprietary infonnation. processes.
methodologies, know-how and software and any patent. oopyright, imdemarlr::, trade secre! and other
intellectual property rights which exist<!1i prior 10 the delivc:r}' of Consultant . s services ("Consultant
Property'l. To the extent that any won: product delivered to the City eontainsCOlISultallt Property,
Consultant grantS the City a nOli-exclusive. non-assignable. royalty-free license to use it solely in
oonnecuon with the subject of the engagement. This Section 14 mall survive temlination of the
Agreement.
SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time
during the term of this Agreement and for three (3) years thereafter, CONSULTANT's records
pertaining to matters covered by this Agreement. CONSULT ANT further agrees 10 maintain and
retain such records for al least three: (3) years after the expinnioll or earlier termination of this
Agreement.
SECriON 16. INnEMNITV.
16.1. To the fullest extent permill<!1i by law, CONSULTA!>.'T shall protect.
indemnify, defend and hold harmless CITY. i1:5 Council members, officers, cmployees and ageots
(each an "lndemnilicd Party") from and againSI any and all third party demands, claims, or liability
of any nature, including death or injury 10 any persall, property damage or anYOllH:r loss, includlllg
all COSI!l and expenses of whate\'er nature including attorneys fees. e)(pelU fees, court CO!lts and
disbursemen1:5 ("Claims") resulting from. arising out of or in any manner related to perfotmance or
nonperfonnance by CONSULT ANT, its officers, employees. agents or eonlnlctors under this
Agreement, regardless of whether or not it is caused in part by an Indcmnifi~"<I Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to
require CONSULTANT 10 indemnify an Indemnified Pany from Claims arising from the aCl1ve
negligence • .sole negligence or willful misconduct of an Indemnified Party.
16.3. The acceptance of CONSUL T ANT's services and duties by C ITV shall not
openlte as a waiver ofthe right of indemnifi~ation. Thc provisions of this Section 16 shall survive
the expiration or early tennination of this Agreement.
16.4 Notwithstanding Sections 16.1 through 16.3, CONSULT Al\'T shall not be
required to indemnify CITV for any liability. loss or damage in excess of the amount of
insurance coverage in the professionalliabi!ily requirements set fOM in Section 18 and EJdtibit
S[CTION 17. W AIV[RS. Thewaiver bycitherp.1rtyofllIlY breach or violation ofWlycovenant.
term, condition or provision ofmis Agreement. or of me provisiol1!l of any ordinance or law, will not
be deemed to be a wai""r of any other teno, covenant. condition, provisions, ordinance or law, or of
lilly sub5cql>C1lt breacb or ~iolatioo of the same or of any other term. covenant. condJtlOf\, proV1:S1OIl.
ordllloal1CC 01' law.
St:cnON 18. INSURANCE,
18.1. CONSULT AI'll". at ito; sole: COIiI and expense. shall obmin and mainllllfl, In full
force and effect dunng the k:mJ of thIS Agreement.. the insurance co"ernge described In EAhibn -0 ".
CONSULTANT and ilS conlraCtors, Ifan)" shall obtain. policy mdorsanmtnamlDg CITY as an
addllionall~ under any gencraillabihly or automobile policy or pollCl~.
18.2, AU InSUI'1lJlCIe coverage: reqUIred nerelUldl:r shall be pro\'ided through cam~
WIth AM Iks's Kcy Banng Guide .. tmgs of A-:VU or higher wruch arc: licensed or authorized to
transact 1I1SUrance bustness in the Slnll: of Cal Ifomi a. AIly and all contractors of CONSUL T ANT
retained to perform Sav1CCS undcrthl5 AgrrcmcDt ~'ilI obtain mil maintain, In full force and effeel
dunng the ~nn of this AgIl!etnl.'llt. idcnllC3l insurance CO\'erage, naming CITY as an addil10nal
insured under such poIiclcs as required abo,e.
18.3. Cenlfieate:S evidenci ng such tnsurance shall be filed WIth Cll~ concum:ntly
Wtth !he eJ(ecuuon oftlus A~mml TIte certificates .... '111 be subject to the approvaJ orCITY's Risk
MllnIIger and will contain an cndorsmv:nt staring thaI the insurance is primary coverage and ~in DOl
be canceled, or lIlIlIenally reduced In coverage or hmlt.'l, by the msUJ"CI" eJ(cC'plaftcr filing WLth tbe
l'un::h&sing Manager thirty (30) days' pnor wnltro OOIice nr the canccllation or modification. J ({he
insurer cancels or modifies the iru;untnCe and provides less thm thirty (30) days' norice l()
CONSULTANT, CONSULTANT shall use best drom 10 mdeayor to provide the Pun:hasing
MlUlfIgcr ..... riuen OOlICC of the eancellallOO ormodificatlOD. CONSULTANT shall berespoosible: for
enstmng that current certIfICates evldencmg the insuntLoce are provided to CITY's Pu~basmg
M!tIlagcr during thc entire lenn ofmis A~nt.
I SA. 1M procuring of such reqULn.'d polLey or policies of insUJ'.mce willllOl be
ooll.'llTUcd 10 hmLl CONSUl. T ANT. habLhty he~ndernorto fulfilltht indemnification provisions
Oflhls Agreement. NOlwLlhsWldmg the polLey or policics of insurance. CONSULTANT will be
obhgatcd for the full and tOlaI amount ofanydamagc, injury, orlos.s caused by or directly arising as
a result of the Servu:es perfonncd under thlli Agrttmcnt. including such damage. IDjury. or loss
ansing afler the Agreement is tenniroated or the leoo hll.'l expimi.
SECTION 19. n :KMINATION OR SUSI'.:N510N O~' AGREEMENT OR SERVICt:s.
J9.1. Tltteity Manager may suspend the perfonnancc of the Services. in whole or
III PlIrt, or lerrmnatc thIS A~emcL1l, wLth or without c.usc, by gtvmg tcn (10) days prior written
notlCC thereof to CONSULTANT. Upon receipt ofsuch notice. CONSULTANT will immediatcly
dlsconlmuc Lts performance of the Servten.
19.2. CONSULTANT may tmllituUe !hill Agreement or suspend ilS perforrnanCi'of
lhe Services by gIVing thirty (30) days pnor wnncn norice therrofto CITY. but only in the event of
a substantial failure of pcrfonnancc by CITY.
-_ Now L,XltL
19.3. Upon such suspension or termination, CONSULTANT shall deliver to the
City Manager immediately any and all copies of studies, skelches, drawings, computations, and
<Kher data, whelher or n01 completed, prepared by CONSULT ANT or its COOtrnclOrs, if any, or given
to CONSULTANT CJI" itsconll1lClors. ifany. in connection with thisAgreemenl. Such materials will
bl:(;onlC the property of CITY.
19.4. Upon such suspension or termination by CITY, CONSUL TANTwilt be paid
for thc Services rendered or materials delivered 10 CITY in accordance with thc scope of services on
or before the effec tive date (i.e .. 10 days after giving notice) of suspension or termination; provided.
howevCT, if this Agreement is suspended orterrninated on account ofa default by CONSULTANT,
CITY will be obligated to compensate CONSULTANT only for that portion of CO NSUL T ANT's
services which are of direct and immediate benefit to CITY as such determination may be made by
the City Manager acting in the reason')b le el<ercisc ofhis!her discretion. The following Scctloru; will
survive any expiration or termination of this Agreement 14. IS, 16. 19.4. 20, and 25.
19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will
operate as a waiver on the part of CITY of any of its rights under this Agreement.
SECTION 20. NOTICES.
All notices hereunder will be given 11\ writing and mailed, postage prepaid. by
certified mail, addressed ilS fo1!ows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Ilox 10250
Palo Alto. CA 94303
With a copy to tilt:: Purchasing Manager
To CONSULTANT: Anention ofthc project dIrector
at the address of CONSUL TANT recited above
SECTIO N 21. CONFl.ICTOF INTEREST.
21.1. In accepting this Agreement. CONSULT ANT covenants that it pn..'Setttly has
no interest, and will not acquire any interest. direct Of ind irect, financial or otherwise, whil:h would
conllict in any manner or degree with the performance ofthc Serviccs.
21.2. CONSULT ANT further CO'lCIlllllts that. in the performance of this Agreement.
it wilinot employ subconsu ltants, contractors or persons having such an interest. CONSULTANT
cenifies that no pen;oo who has or will have any financial interest under this Agreement is an officer
oremp!oyeeofCITY; this provision will be interpreted in accordancc with the applicable provisions
of the Palo Alto Municipal Code and the Government Code of the State of Cal ifomi a.
21 .3. If the Project Managerdeterm;nes that CONSULTANT is a "Consultant"" as
Pn>f_1 s.rno..
R ..... Nu,.t.:'011
thai term is defined by the Regulations of the Fair Polilical Practices Commission. CONSULTANT
shall be required and agrees to file Ihe appropnate financial disclosure documents required by the
Palo Aho Municipal COOl' and the Political Reform Act.
,', As sct forth in l'alo Alto Municipal COOl.' section
::--:;::;-,-the performance of Ihis Agreement. it shaH not
discriminate in the employment of any person beeause of the race, skio color, gender, age, religion,
disability, national origin, ancestry, sexual orientation. housing status, marital status, familial status,
weight or height of such pcr5On. CONSULTANT acknowledges mal il has read and understands the
provisions of Section 2.30.510 of the ralo Alto Municipal COOt relating 10 Nondiscrimination
Requiremenls and the penalties for violation Ihereof. and agrees 10 meel aH requirements ofSei:tion
2.30.510 pertaining to nondiscrimination in employment.
~"ii" which are available at the Purchasing Department. incorpornted by
refcrence and may be amended from time 10 limc. CONSULTANT shall comply with waste
reduction, reuse, recycling and disposal requirements of Ihe CIty's Zero Waste Program. Zero
Waste besl praclices ioclude first minimizing and reducing waste; second, reusing waste and third.
rccycling or cornposting waste. In particubr. Consultant shall oomply with the following zero waste
requirement;;:
• All printed ITUIterials provided by Consultant to City generated from a personal
computer and printer including but not limited to, proposals, quotes. invoices,
reports, and public educaliOll materials, shall he douhle-sided and primed on a
minimum of 30"/. or greater post-consumer content paper, unless otherwise approved
by the City's Project Manager. Any submitted malerials printed by a professional
printing company simI! be a minimum of3O"IO orgreatCfptllll-consumer IImterial and
printed with vegetable based inks.
• Goods purchased by Consultant on behalf of the City shall he purchased in
IICcordaoce with the City'S EnvirOllmental Purchasing Policy including but not
limiled to Exteodcd Producer Responsibility requirements for products and
packaging. A copy of this policy is on tile at the Purchasing Office.
• Reusable/returnable pallets shalJ be taken back by the Consultant. al no additional
cost to the City. for reuse or recycling. Consultant shall providcdocumcntation from
Ihe facility accepting the pallels 10 verifY thai pallets are not heing disposed.
SECTION 24. NON-APP!WPRIA TION
24.1. This Agreement is subject to the fiscal provisions of the Chanerofthe City of
Palo Altoand the Palo Alto Municipal COOl.'. ThisAgreemcnt will terminate lI'ithout any penalty(a)
at the end of any fiscal year in the event thai funds are 001 appropriated for the following fiscal year.
or (b) al Dny time within a fiscal yl"M in the even! thaI funds arc only appropriated for a portion of
Ihe fiscal year and funds fOl' this Agreement are no longer available. This section shall take
precedeoce in the event ofa connict wllh any other covcnant. tenn, condition, or provision of this
A grec lllen t.
SECTION 25. MiSCELLANEOUS PROVISIONS,
__ S<mca
............ 1.2011
25.1. This Agreement will be governed by the law, of the Slate of California.
25.2_ In the evenlthat an actiOll is brought, the parties agree that trial of such Delion
will be vested exclusively in the st3le couns of California in tlte County of Santa Clara. Slate of
California..
25.3. The prevailing pany in any action broughl!o enforce thl" provisions nfthis
Agreement may recover ils reasonable costs and allorncys' fees l"xpended in COI1neclion with that
action. llIe prevailing pany shall be entitied 10 recover an amount equal 10 Ihe fair market value of
legal services provided by anomeys employed by it as well as any allorneys' fees paid to Ihird
panics.
25.4. This document represents the entire and integrated agn:cment bcw'ccn the
panies and supersedes all prior negotialions. representalions, and contracts. either wrincn or oral.
This document may be amended only by a written instrument, which is sIgned by the parties.
25.5. The covenants, tenns, coooilions and provisions of this Agreement will apply
10, and will bind, the heirs. successors, executors. administrators, assignees. and consu ltants of the
panics.
25 .6. If a coun of competent jurisdiction finds or rules thaI any provision oflhis
Agreement or any amendment therelo is void or unenfnJ"C<able, Ihe unalTected provisions of Ibis
Agreement and llIIy amendments thereto will remain in fulJ force and effect.
25.7. All exhibits refem:d to in thi s Agreement and any addenda. appendiCes.
attacbments, and schedules 10 Ihis Agreement which, from !UTII!': 10 time. may be referred 10 in any
duly cxecuted amendment hereto are by sucb reference incorponlled in th1S Agrecment and will be
deemed 10 be a pan oflhis Agreement
25.8 If. pursual1l 10 this concract with CONSULTANT, City shares with
CONS ULTANT peBOnal information as defined in California Civi! Code sectiOll 1798.81.5(d)
about a Cahfornia resident (··PcBOrulllnfonnatiOll"). CONSULTANT shall maintain reasonable and
appropriate security procedures to protecl thaI Personal Information. and shall inform City
immediately upon learning that there has been a breach in the security of the system or in thc
security of the Personal [nfoonation. CONSULTANT sball not use PeBOna! Informalion fordireci
markcting purposes without City's e)lpress wrillen consent
25.9 All unchccked boxes do nOI apply 10 this agreement.
1/
1/
1/
/I
1/
/I
/I
25.10 The individuals executing this Agreement represent and W31T8nt thai they
have the legal capacity ami authority to do so on behalfoftheir rcspechVt legal entities.
25.11 This Agreement may be signed in multiple counterparts, which shall. wben
executed by allthc parties, constitute a single binding agreement
IN WITNESS WHEREOF. the panics bcn:lo ha\'c by thcir duly authorized
representatives executed this Agreement on the dale first above written.
C ITY OF PALO ALTO
City Manager BY:--1-1-1-
Tille: /) I r ~Cfo,
APP ROVED AS TO FORM: ff'ju>T 2-j 2b/J.
Senior AsSL City Anomey
Anachmellls:
EXHIBIT "A":
EXHIBIT "B":
EXW BlT"C":
EXHIBIT "C-]":
EXHIBIT "D":
SCOPE OF WORK
SC HEDULE OF PERFORMANCE
COMPENSA liON
SCHEDULE OF RATES
INSURANCE REQUIREMENTS
""" "_, s.rn..:. 1Ia. _. 1.20 11
£X Ill 8IT~A "
SCOPE Qt'SERVICES
The consultant may be asked to perfonn servlCd in the rollowlng arca5;
A. MonuorandanalyzeCAISO, CPUC. efC. FERC. PG&E (Grid Plannmg}, ~ilonallnlnsmlSSlon
plannmg group:!i. and other related agenc ies' activities. and. 00scd on dISCUSSIOIlS w ith Staff.
n.."f)re5ellt the C ity', interest>; in proceedmgs.
COIISullUnl ,.iII monilor. UI/(JI);:4I unci. rrpN'Senllne Cil)':r Inlereslln I~ (lCllYilin of
lhe CAISO, CPUC, C~c. FERC, PG<f.£ (GriJ PllHIning) and olher ugencie:r ar rrlaled 10 CAlSO
lariff tonefUlmmls. grid nUlnugemenl charge:. rongeslifHI cJwrge3. trommWIOIIlICCeIS chmge:,
neutr(J/ity und Olhtrcloorgu and proIecllhe City 's inlensu. CQflSUllanl ,.,11 recommend rqu/atory
slrul{'"gies for lhe City and positions in proceedings before lhe ,.'ERC, CEe. CPUC. CAlSO and
ConslJhanJ "'ill monilQr lhe In-ele>ping California electricit)' muriet de:rign and
.. ne'1O' m"'*"lS. and Sll1le IJIId Federal invol''I!menl in the electricity industry as IMy relUle 10
serving electric load '" the Son Froncuco Grealer 8a,. Area (Buy Area). ConslJltant will iJemify lhe
&I)' An-a specifIC risb for the CllyJrom (ocutiona/ marginal prICing. lacaJ CapacIty reqlJiremt'nlS,
tronsmlSsion CO#IStrainis. and Slole imposed meQSllres for deliverobilit)'. oUIage crxJrdinallon.
maintenance standards and the use of muni-o .. med lronsmwionlines and local generalion.
O. Maintain an ongoing presence at the CAJSO to rqm:sen1 the City's in1erests effectively.
ConJlJltant sholl nwintain roumte and nifficient access to 1ey po/icymaten and miff
al lhe CA1S0 to foci/ilatt', "fXH/ City authorization. effective and effICient "'presentation of the
City:r .. ievopoints and concerns an 8a)' Area fruMmWlan and .J):Jre", openmon wues.
c. Work wuh the City to establ ish regulatory and legislahve obje<:hves. goals and priori1ies.
Consllitant "'ill comrmmicafe 0/1 a regular lxuis ... ith the Ciry stuff and develop
ngll/mory ami /egIJ/ulil'f obj~ti\'a and strmegie.s for the City.
D, AssISt City \I'LIb analysis, Improvemenl and expansion of transmission, gent'f'alion, and reliabi lity
issues for the City and in the Bay Area.
ConsullanlM·m U$$irt 1M Cil)' in identifying. de..-eloping and pro1ooli'Lg CtlSt-e.ffi'cti>-e
and long-ferm sol"tions /01' reliability and eC'tmomic lransmlssion needs, transmi.ssion/OI'rencM'Uble
reSClm:u, IQCol generalion. and non_M'ires sulutiQIIS, COIuullOlJt may assirt /n efforts IQ upgrade
City's tTllIISmiuiQlI int<'rCt)nneclion 10 the grid. Consultam may also recommetuJ ecollQmic
transmission upunsion or OIheraltematiw!s/or the Bay Are/l.
OJns"f,anl will perform power flow, short tireull and /ewllblllfJ' JWdies for efectl'ic
tronsmission, substation and g",neratian cvnceptuuf plm'-' iU directed by CII)'slajJ. COIUllflum ... 1/I
prvl'ide technical support 10 Ihe Cil)' in coordinalion .... ilh PG&E. CAfSO, Ihe Western Arell Power
Administralion. or ulher agencies /.1$ required concerllillg Ihese plaM.
E. Assist City with isslics rdated In pllblic power and mllniclpal utilities.
Consultalll will a:I.ri.<lthe Cit)' ... ilh munleipul ulilil)' if sues il/e/ui/ing bill .wllimited
/0 Jurisdiclion, uu-exempl bonds, access 10 lo .... -cost /etkraf power, rene-.o'able energ)', en('rg)'
efficiency/demand response, gTeel/har'se gas regulations including cap alld trude, Olhel'
em'ir'Qnmenllll iniliolives, independenct ill SClling ""tes, loc/II generallon 1'1'01,,011011 and
implemenlation, CFTC /llu! Dodd-Fronk Ael implicUfil>llS and im oo/l'I!mf!7l1 /11 Joinl PU'M,"I.'n All/hum)'
jm-il1l"eSlmeni in gel/erotion alld transmlsslun 0/ el«:lrldty and delll'el')' seM'lct'!,
F. A:;.s;sl City With LSSUes rellued to gnd rehabLlily standards,
Conslillani .... /If IUSisl tire Cily .... ith ~lIire.menlJ/()#" l'I~gisll'atiQn and romp/iuna
Mith N£RC mW H't;CC grid re/labihty SI/l"oords,
G. Provide City with other electricity-related 5('fV1Ce$ as needed.
The ropidly ~fopilfg declrlc/lf iItdusll')' Ifflt(1riO In C/l//fomia ... '111 ~ulrtl o/itt!r
H_ .... SSLSI Clly m coordmaled eiTons wllh Olher munictpaillu illies_
Crmsuftanl "'if{ assist lhe City in coordinuling I!fforu "'flh Olm:, mllnlclpUf utUU;l'.$.
inc/lldmg Ihe Btl)' Area Municipal TraflSmiUion Group (BAltl¥). on mues sud at IkscrilHd In II
Ihrough G abo .....
DcLiVERABLES
11K: dell~embles will be detmninedoo a task -by 'Iask basi~, Dl:lIvembl~ mc111dc(lI1c-limt written
reports. pcnodic ,",'rinen reports and updares. 01111 prescnlLuions, recommcndmions and analysis. All
reports and wriuen malerial mUSI be provided In and QPproved by Resource Management Divi&ion
(RM) siaffpnor to delivery to outside agencies.
~ ~ 's...
..... _ '.l!t1L
EXJIISIT MS"
SCIl f.DUU.:OF Pf.R"·O RMANCf.
CONSULTAA'T wI] pm-onn the Services so as to complete each mIlestone .. ·ithin the number of
daysfweeks specified below. The time 10 complete each rnl~tooe may be IncJNS«i Of ~ased by
murual .. nttm a~cmc:nl oflhc project managcn forCONSUL T A.'IT and CITY SO Ions as a11 .. ·oR
iscornpleted within the lermofthe AgrecmrnL CONSULTANT shall p!U\'ideadeulled schedule of
work conslslenl with the !iChcdulc below wlthm 2 .. '«6 or rccc:ipl orllle OOIicc 10 proceed.
Mllcslooe5
I. Consulting Servien
Compklion
No. of OaysIWcro
From NTP
On call
-'-11<0 __ I,lGU
EXI1I81T ~C-
COMPEl\SATION
The CITY agnes to «Jinpc:asatc: Ihc CONSULT "''IT for profcssional5CI'VlCcs pc:rfonno:d tn
aooonJaocc: ""lib the: tenn5 and condil)(lll5 of this AlP ccnll!nl based on Ihc: bourIy nllc schedule
allaCbcd as Exhibit C-I_
The comperwttlon to be pa.KI to CONSULT ANT under thIS A~I for all SC!n'JCn
dc5aibcd tn Exhibit -A -(~tccs'1 and reimbun;ablc cxpc:nsc:s shall 001 acc:ed 5 117.,SOO.
CONSULTANT agrees 10 ~omplc:u: an Sc:rvtcc:s. Incloomg reImbursable CJtpenses, .... ·,th,n Ihll
amount. Any ..... oR: pcrfonno:d or cxpcnse5 il1lCWT'ed for ... hicb payment would ~h In a IOtaI
cxccc:di.ng Ihc maJllfOOm unounl of""lipCl~lI00 set forth hCR'tn shall be .. no ~ost 10 the:
CITY.
REIMB URSABLE EXPENSE..';
The administnllh·c. overbcad. sccmanal lime or !iCCfl:lanal ovcrume. word processing.
pholOCOPYlng, in-house printmg, insutarICC IUld other onhnary business upcnsc:s are IllCluded
withm the scope of payment for 5Cl'V1CC5 and are J1O{ R'imbuBllblc cxpenscs CITY §hall
reimburse CONSULTANT for the followmg R'imbursable: cxproxs al COSI. 1iJIp:nscs for
which CONSULT Al'-'T shall be reimbursed arc:
A. Tmvcl outside the: San Fmnclsco BIIY area. Inctudmj lransportahon and 111('1115, .... -111 be
i"ClmbUf'SCd al acUlaI COSI $.IIbjcct to Ihc eil)' of Palo Alto's poIie)' for relmbunmJClI1 of unci
and meal cxpenses for Cil)' of Palo Allo cmployees.
B. Long distance Iclephone !iCtV1ce charges, cellular phonc service: e:harges. r.cslnllic
tnlllSmiSSlO1I and postagc charges lire R'imbursablc al acUlaI cos!.
All requests for paymenl of c;o;penses shall bc accompamed by MpPfopnnlC: backup
mronnation. Any expense anucljIlIted 10 be: more than 5100 shall be appro~ed In advance: by
thc C ITY's project mIlIliIgtl',
ADOITIOSAL SERVlc.:s
The: CONSULTANT shall provide addilional scrvicl$ only by ad\'ancoo, wnllen
authorization from the: CITY. The CONSULTANT, IU the CITY's proJecI manager'~ rc:quw.
shall submll a detailed ..... nllen proposal includmg I dCSl:ription of the scope of ~t\·ices.
schedule, 1""1,'1 of effon. and CONSULTANT's proposed maximum compensation. including
rc:tmbursable txpenses. ror such services based on the: ratCJl set forth ID ExhibIt C_I . llIC'
additional 5CfViees iCOpC, schedule: IIId muimum CQOlpettSalion shall be nC!gotlated and
agrw:l 10 In ..... rillnB. by the CITY's ProJe<:1 Manager and CONSULTANT prior 10
commencemenloflhese' .... tce$. Paymenl foraddlhonaJ IICTVlttS IS subJe<:1 10 all lUIuircmcnlS
and restriCliOll5 in Ihl$ Agrccmcnt.
I'i ' 1_
--1.l1li1 1
EXHJ 81T "'C-I
II OURLY RAn: SCII EDULE
Navlgant hourly rates for professionalSCTVICts an: lISted below:
Managmg Di~tor
Director
Associate Direclor
Managing Consultant
Senior Consultant
Consultant
Admin Suppon
$397 peT houf
S354 per hour
S309 per 00ur
S255 per hour
$222 per hour
S t 69 per hour
S 136 per hour
The above rates shall be adjusted each year. eommcncingJlUluary 1,2014,10
refltc1 the change In rates estabhshed by Navig.IlI.
Electric regulatory services provided under Ihis comract, including
reimbursable expenses. shalloot exceed $37,500.00 in the first COIllmct year. Should tile contract be
extended, services, including reimbursable expenses, shall nOl exceed $40,000.00 in the second year
and $40.000.00 in the third year.
Testimony shall be bllh:d at IIOt less than eight (8) hours per day.
Reproduction. prioting. oonununications. computer serviCes, and other miscdlaneous support $hall
be billed at rates for such services as determined from tinle to hOle and officially estabhshed by
Na,·tgam.
" t ..... _ __ I.:NIH
n.
EXHIBIT MO"
INSURANC E REQ UIREM£N'I'S
COI<TIVICTORS TO -rneCITY OF MI.O II~TO~CITY). liT TIIHR SOLI'-EXPE:NSE. SlIAll. HlR nm ITKM UFTlIH CONTItIlCT
08T Mli A.'';O '-M!NT M" [sSUMNCf. I" TII~ AMOUNTS HlR TIlE OOVf.MI:l6 SPIOClf IIlD IIf.I.OW, ArfORI}(O IV CO~1 Mi'l r.s
wlTn A \I Brsr!i MY ItIITL"G OF .. ·,\'n. 011 JllGlIt:JI. uO:. ..... W OR .. lrm ORLl£O TO TIlA.~SAcr L"ISU1tA. 'ICI: Bt'Sl.~ESIlIN
TU[ ST .. n: or CALJmR.~IA
rUE CP COVIIIUo(].
.. lJTOMOOllE lIAB1UTT.INClUOINO
oUL O'lr"NED. HIRED. NON-OWNI'.V
. ,
PROPERTY DAMllGI'.
IJOOII.V INJURY II;';" PIIoPEUV
$1,000,000
$1,000,000
TlU: en,' 0 " MLO .... 1'0 lS 'ro BE "",\1[0 AS AN .. OOJTIO""l.IliSCItED. C'ONTVoCTOR. liT ITS 'lOU'. CO:ST ..... "Il fIXl'f;NSf.
SHALl. OUT"IN ... lill r.t"'I><T"'i~. IN '"Utl fOl!.Cij ... NIl U'FOCT TUROUGHOUT TliH EIo'TIkf, TOt'" Of ... NY I !;SUlTIIl<T
IIOREEM h r.;T. TII"-I NSiJ R"'SC~ COV~.MO( Hf""FJl" OIOSCIU~F.u I NS1.I~INO NOT (l!>;L V CONTRACTOR liN" ITS SUIlCOSSUI. T A~
If ""Y, IIUT ALSO, wrrn TIle UCJ:I'llO" OF "OII.><£RS· ~f'I'J'"SATlON, (.\l9t(>Vf.R'S LI"'PlllTY AND PROfESllIDNAL
1~'1iURANCK. NA 'II.~G AS ADllInO.~AL I.~SIlRt:OS CI'IY. ITS COUNCIL .'1 t:.\l8 [Its. OfllC[JtS. "Gt:.'qS. ... ~O t:.'lrLOHI!.5.
I. INSURANCE COVERAGE MUST INC1.UDE;
A A PROVISION fOR A WRIITEN n liRTY (l0) Oi\Y i\OVANCll NOTICF TO CITY OF CIlANOF IN
COYEilAOE OR OF COVEilAOE CIINCELLAnON; A:-'D
8. .. COrnlV.cn.iAL LI"8ILIli' ENOORSEM8<o'T PROVIOING INSURANCE CO\'ERAGE fOR
CONTRACTOR'S i\OREEMIlNT TO fl','DEMSIFY CITY
C. DEDUCTIBLE AMOlim"S IN EXCESS OF Sl.ooo RI:QUIRE CITY'S PRIOR APPROV i\L-
II, OOSTACTOR MUST SUBMIT CERTlflCATES(S)OF INSURANCE EVIDENCING REQUIRED COVERAGE.
III ENDORSEME"'T W DVISIOSS. WillI Ilr,SI'I:CT TO THE ISSURANCE IIFfOROW TO "AODITION"L
INSUREOS"
A. PRIMlI8Y COVERAGE
WfIlI RESPECT TO CLl.IMS ARISING OUT Of 11IE Of'ERATIONS OF mE NAM[O INSURED, INSURANCE AS
M fOlloeo BY THIS POLICY IS PRIM/\RY "NO IS NOT AoomON"L TO DIt cwtltlllUTINO wml ANY OTlIU
INSURANCE C"RlUED BY OR fOlt TIlE BENEFIT OF THE ADOmON"L INSUREDS.
B, CROSS LIABILITY
TI If' NA~!rNO Of MOIUl m"'N OSE I'£UON. fiRM, 0It COIlI'OMTM)N AS ISSIJREDS INOER me POLICY SHAll.
'iOT. fOIl. TII"'T RL\SO" "'LOI'iE. £XnN(lUISII A.'-Y RIGHTS Of THE ISSUKED "'GAlSST ANOllIEIl. OUT TIllS
ENOOIlSE.\f£.'lr. "'NO mE NAMI'G Of MUL TIPU INSUREDS. SII"'LL MIT U.CRI'.AS~ m E TOTAL UABlLm' OF
n lE CO~\J'A.'O' ll1l1O(1\ nns 1'OI.1CV
NODC!! or CAbcr! I AIION
IV mE f'Ol.lCY IS CANCELED BEFORE rn EXl"!RATM)N DATE fOR "'l'o-Y REASON ornER
n",s mE bQS·PA YMEI"" Of ~R£MIUM, mE ISSUING COMPM/y SIL\U USE rrs BEST
[FFOITS ro E.)I:OEA.VOIt 10 ~RO\1OE ClrY "'T LUST A rnlRTY {3O) DAY WIlITTEN
scm<."E BEfORE m E EFfEITIVI! 0'" TE OF CA.'iCELl.!. TlOS.
1. IF n lE !'OLleY ISCA."CELED BEFORE rrs EXNIlA TION DATE fOR TIlE NOI'I-l'A YMESl"
Of f'REMIUl>I. nl~ ISSU1,..a COMP"SY SIIALL I'1tOvtl>ECITY ATLr:AST '" TES (10) 0 ... Y
WIlIITl!N NOTICE BEFORE THE EfFECTIVE DATf;OF CANCELL\T1QN
PURCItASING ....... 0 COI..-rItACf AD.\lISISTltAnOS
c ln' OF '.0.,.0 AI.. TO
P.O. 80S 10!50
'ALOAl.'I·O,CA f.OeJ
,. 's..
a..N.o 1.%tU
CITY OF PALO ALTO CONTRACT NO. C14150237C
AGREEMENT BETWEEN THE ClTY OF PALO ALTO AND
FLYNN RESOURCE CONSULTANTS INC.
FOR PROFESSIONAL SERVICES (ELECTRIC)
This Agreement is entered into on Ulis 9th day of September, 2013, ("Agreement") by
and betw~en the CITY OF PALO ALTO, a California charter~d municipal corporation (""CITY"),
and FLYNN RESOURCE CONSULTANTS [Nc., a California corporation, located at 5440
Edgeview Drive, Discovery Bay, CA 94505 ("CONSUL TANT").
RECITALS
The following recitals are a substantive portion of this Agreement.
A. CITY intends to participate in energy (gas & electric) technical. regulatory, and legislative
processes ("Project") and desires to engage a consultant to assist city staff in in energy (gas &
electric) technical, regulatory, and kgislative processes i.n connection with the Pro,icct ("Services").
B. CONSULT ANT has represented that it has the necessary professional expertise,
qual ifications, and capability, and all required licenses and/or certifications to provide the Services.
C. CITY in reliance on these representations desires to engage CONSULTANT to provide the
Services as more fully described in Exhibit "A", attached to and made a part of this Agreement.
NOW, THEREFORE in consideration of the recitals. covenants, terms and conditions, in
this Agreement, the parties agree:
AGREEMENT
SECTION t. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in
Exhibit "X' in accordance with the terms and conditions contained in this Agreement. The
performance of all Services shall be to the reasonable satislactioo of CITY.
SECTION 2. TERM.
The term of this Agreement shall be from the date of its fttll execution through September 8, 2016
unless tcnninated earlier pursuant to Section 19 of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of
Services under this Agreement. CONSULTANT shall complete the Services within the term oftb.is
Agreement and in accordance with the schedule set forth in Exhibit "B", attached to and made a part
of this Agreement. Any Services for which times for performance are not specified in this
Agreement shall be commenced and completed by 'ONSULTANT in a reasonably prompt and
Profcssl(llInl Scrvicc~
Rc\', Nf.lV. 1.2011
timely manner based upon the circumstances and direction communicated to the ONS LTA NT.
lTV" s agreement to extend the term or the chedule for pert'onnance shall not preclude recovery of
damages for delay if the extension is required due to the fa ult of CONS L T ANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for periormance of the Services described in Exhibit "A". including both payment
for professional services and reimbursable expenses , shall not exceed Two Hundred Twenty Five
Thousand Dollars ($225,000). The applicable rates and schedule of payment are set out in Ex hibit
"C-I". entitled "HOURL Y RATE SCH EDULE," which is attached to and made a part or this
Agreement.
Additional Services. ifany. shall be authorized in accordance with and subject to the provisions of
Exhibit" ". CON SULTAN'f shall not recei ve any compensation far Additional Services performed
without the prior written authorization of CITY. Additional Servicc~ s hall mean any work that is
d etermined by CITY tu bc necessary ['or the proper completion of the Project, but which is not
included within the Scope o[Serviccs described in Exhibit "'A'".
SECTION 5. INVOICES. In order to request payment. CONSULTANT shall submit monthly
invoices to the CITY describing the se rv ices performed and the applicable charges (including :1n
id.;ntification of personnel who perJ'ornlcd the services. hours worked, hourly rates, and
reimbmsable expenses), based upon the CONSU LTANT 's bi lling rates (set forth in Exhibit '·C·l ").
If applicable. the invoice shall al su describe the percentage o f completion of each task. The
inl'onnation in ONSLJLTANJ"s payment requests shall be subject to verification by CITY.
CONSULTANT shall send all invoic.;s to the;; itl'" projcct manager at the address specified in
Section 13 below. The City will generally process and pay invoi ces within tllirty (30) d c,ys of
receipt.
SECTION 6. OUALIFICATIONS/STANDARD OF CARE. All of the Services shall be
performed by CONSUL TANTor lmder CONSULTA NT's supervision. CONS LTANT represents
that it possesses the professional and technical personnel neeess31Y to perform the ervices required
by this Agreement and that the pe;;rsonnel have sufficient skill and experience to perform the Services
assigned to them. CONSULTANT represents that it, its employees and subconsultants, ifpemlitted,
huve and shall maintain during the term of ttti. Agreement all licenses. permits, qualifications,
insurance and approvals of whatever nature that arc lega lly required to perform the Services.
All of the services to be furnished by CONS 'LTANT under this agreement shall meet the
professional stundard and quality that prevail among professionals in the same discipline and of
similar knowledge and skill engaged in related work throughout Cali fornia under the same or similar
circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itselfinfonned urand
in compliance with all federal , state and localla,,·'s. ordinanc es, regulations. and orders that may
affect in any manner the Proj ect or the perlonnance of the Services or those engaged to perfurnl
Services under this Agree ment. CONSU LTANT shall procure all permits and licenses, pay all
charges and fees, and give all nulie<." r<;q uired by la in the perfurmance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSU LT ANT sha ll correct. at no cost to CITY. any and
ProJes.sion'll Scn'K'CS
RCY.NIH,].:!!)l l
all errors, omissions. or ambi guities in the work product suhmined to CITY, provided CITY gives
notice to C'ONSllLTANT. (fCONSUL TA T has prepared plans and specitictltions or other design
documents to construct the Project, CONSU L T ANT shall be obligated to correct any and all errors,
omissions or Hlllbiguities discovered prior to and during the course of construction of the Project.
This obligation shall survive termination of the Agn!cment.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSliLTANT shall submit estimates of probable construction costs at each phase of
design submittaL If the total estimated construction cost at any submittal exceeds ten percent (1 0%)
of the CITY's stated construction budget, CONSILTANT shall make recommendations to the
CITY [or aligning the PROJHT design with the budget, incorporate CITY approved
recommendations. and revise the design to meet the Project budgct, at no additional cost to CITY.
SECTION 10. INDEPENDENT CONTRACTOR It is understood and agreed that in pertorrning
the Services under this Agreement CONSI fL TANT, and any person employed by or contracted with
ONSULTANT to furnish labor and/or materials under this Agreement, shaH act as and be an
independent contractor and not an agent or employee of the CITY.
SECTION 1 L ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or
transfer any interest in this Agreement nor the performance of any o[CONSULTANTs obligations
hereunder without the prior written consent of the city manager. Consent to one assignment will not
be deemed to be consent to any subsequent assignment. Any assignment made without the approval
of the city manager will be void.
SECTION 12. SUBCONTRACTrNG.
CONSUL T ANT shall not subcontract any portion ofthe work to be performed under this Agreement
without the prior written authorization of the city manager or designee.
CONSlJL TANT shall be responsible for djrecting the work of any subconsuitants and for any
compensation due to subconsultants. CITY assumes no responsibility whatsoever conccrning
compensation. CONSULTANT shall be flilly responsible to CITY for all acts and omissions of a
subconsultant. CONSULTANT shall cbange or add subconsultants only with the prior approval of
the city manager or his designee.
SECTrON 13. PROJECT MANAGEMENT. CONSUL T ANT will assign Doug Boccignone
as the Project Supervisor to have supervi sory responsibility tor the performance, progress, and
execution of the Services to represent CONSIJL T ANT dw-ing the day-to-day work on the Project. If
circumstances cause the substitution of the project director, project coordinator. or any other key
personnel for any reason , the appointment of a substitute project director and the assignment of any
key new or replacement personnel will be subject to the prior written approval ofthe ITY's project
manager. CONS L TANT, at CITY's request, shall promptly remove personnel who CrTY finds do
not perform the Services in an acceptable manner, are w1cooperative, ur present a threat to the
adequate or timely completion of the Project or a threat to (he safety of persons or property.
The City's project manager is Karla Dailey. Utilities Department, Resource Management Division,
PrOlesSll)nnJ Servkes
Rev. Nov. 1.2011
250 Hamilton Avenue, Palo Alto, CA 94303 , Telephone (650)329-2523. The project manager will
be NSUL T ANT's point of contuct with rc:spcct to performance. progress and execution of the
Services. The CITY may de :;ignate an alternate project manager from time to time.
SECTION 14. OWNERSHIP OF MATEIUALS. Consultant will retain ~ole and exclusive
ownership of all right, title and interest in its work papers, proprietary information, proces es,
methodologies, know-how and software and any patent, copyright, trademark, trade secret and other
intellectual propcI1y rights which existed prior to the del ivery of onsliitant's services ("ConslIiLant
Property'·). To the extent thnt any work product delivered to the City contain onsultant Property,
Consultant grants the City a non-exclusi ve. non-assignable, royalty-free license to use it solely in
connection with the subject of the engagement. This Section 14 shall survive termination of the
Agreement.
SECTION 15. AUDITS. CONSULTANT will perm.it CITY to audit, at any reasonable time
during the term of this Agreement and for threc (3) years thereafter, CONS LTANT's records
pertaining lU mailers covered by this Agreement. CONSU TANT further agrct! to mai.ntain and
retain such records for at kust three (3) years after the expiration or earlier termination of this
Agreement.
SECTION 16. INDEMNITY.
16.1. To the fllilest extent pcrmitled by law. CONSULTANT ·hall protect,
indemnify, defcnd and hold harmless CITY, its Council members, ofliccrs, employees and agents
(each an "Indemnified Party") from and against any and all third party demands, claims, or liability
of any nature, including death or injury to any person. property damage or any other loss. including
all costs and c.xpenscs of whatever natmc including attorneys tees, experts lees. court costs and
disburse ments ("Claims") re'-lIlting from, arising out of or in allY manner related to performance or
nonperfonllance by CONSULT AN T. its officers, employees, agents or contractors under this
Agreement, regardless of whether or not it is caused in part by an Indemnilied Party.
I n.2. Notwithstanding the abow, nothing in this Section 16 sha.11 be construed to
require CONS(LTANT to indemnil~· an Indemnined P.ury Ii-om Cbims arising from the active
negligence, sole negligence or willful misconduct of an Indemnitied Party.
16.3. The acceptance of CONSULTANT's services and duties by CITY shall not
operate as a waiver of the right of indemniilcJlion. The provisions of this Section 16 shall ~urvive
the expiration or early termination of this Agr~"'ll1enl.
16.4 NotwiUlstanding Sections 16.1 through 16.3, CONSU LTANT shall not be
required to indemnify 'ITY for any liability. loss or damage in excess of the amollnt of
insllrance coverage in the professional liability requirements set i"orth in Section 18 and Exhibit
"0",
SECTION 17. WAIVERS. The waiver by either party orany breach or violation orany covenant,
telm, condition or provision of this Agreement. orofthc provisions of any ordinance or law. will not
be deemed to be a waiver orany other term, covenant, condition, provisions. ordinance or law, or of
I~rof. sionnl. Cf\·kcs
Re\', Nuv. 1.20 11
any subsequent breach or violation orthe same or of any other term, coven:lI1t, condi.tion, provision,
ordinance or law.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full
force and effect during the term of this Agreement, the insurance coverage described in Exhibit "0".
CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming C ITY as an
additional insured under any general liability or automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through carriers
with AM Best's Key Rati.nu Guide ratings of A-:Vll or higher which are licensed or authorized to
transact insurance business in the State of California. Any and all contractors of CONSULTANT
retained to perfonn Services under this Agreement will obtain and maintain, in full force and effect
during the term of this Agreement, identical insurance coverage, nanling CITY as an additional
insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY concun·ently
with the execution of this Agreement. 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 materially reduced in coverage or limits, by the insurer except after filing with the
Purchasing Manager thirty (30) days' prior written notice of the cancellation or moditication. If the
insurer cancel.s or modifies the insurance and provides less than thirty (30) days' notice to
CONSULTANT, CONSliLTANT shall use best efforts to endeavor to provide the Purchasing
Manager written notice of the cancdlation or modification. CONSULTANT shall be responsible for
ensuring that current certificates <;vidcL1cing the insurance are provided to CITY's Purchasing
Manager during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be
construed to limit CONSULTANT's lianility hereunder nor to fulfill the indemnification provisions
of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be
obligated for the full and tOlal amount of any damage, injury, or loss caused by or directly arising as
a result of the Services perfonneu lmder this Agreement, including such damage, injury, or loss
arising after the Agreement is term.inated or the term has expired.
SECTION 19. TF:RMlNATION OR SUSPENSION OF AGREEMENT OR SERViCES.
19.1. The City Manager may suspend the performance orthe Services, in whole or
in part, or tcrminate thi s Agreement, with or without cause, by giving ten (10) days prior written
notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately
discontinue its perfonnance ufthe Services.
19.2. CONSUl;r ANT may tcnninate this Agreement or suspend its performance of
the Services ny giving thirty (30) days prior written notice thereof to CITY. but only in the event of
a substanti al failure of performance by CITY.
PrQres~dm1:t1 Seryjcc~
itl!'v.NM.I.2011
19.3. Upon slich suspension or term.ination, CONSULTANT shall deliver to the
City Manager im.mediately any and a.ll copies of studies, sketche ·, drawings. computation s, and
other data. whether or not completed, pr"pared by CONSUlTANT or its conn·actors, ifanY.llr given
to CONS LTANT or its contractors, if any , in connectiol1 with this Agreement. Such materials will
become the property of CITY.
19.4. Upon such suspension or termination by CITY, ONSUL.TANT will be paid
for the Services rendered or materials delivered to CITY in accordance with the scope of services on
or before the effective date (i.e., 10 day s alter giving notice) of suspension or termination: provided,
however, if this Agreement is suspended or terminated on account oCa default by CONSULTANT,
CITY will be obligated to compensate CONSULTANT only for that portion of CO NS L TANT's
services which are of direct and inunediate benefit to CLTY as such detenmination may be made by
the City Manager actin" in the reasonable exercise ofhjslher discretion. The following ections will
survive any expiration or termination Oftllis Agreel11ent: 14, 15,16,19.4,20, and 25.
19.5. No payment, pa11ial payment. acceptance, or partial acceptance by CITY will
operate as a waiver on the part of ClTY of any of its rights under this Agreement,
SECTION 20. NOTICES.
All notices hereundcr will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
To ClTY: Oftice of the City Clerk
City of Palo Ito
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the project director
at the address of 'ONSULTANT recited above
SECTION 21. CONFLICT OF lNTEREST.
21.1 . In accepting this Agreement. CONS L TANT covennnts tllat it presently has
no interest, and will not acquire any interest. direct or indirect, iinancial or otherwise, which would
conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT furthercovemmt s lhat, in the performance of this Agreement,
it will not employ subconsuitants. contractors or persons having such an inkrcst. CONS LTANT
certifies that no person who has or will have any financial interest under this Agreement is an offi ce·r
or employee of CITY; this provi sion will be interpreted in accordance with the applicable provisions
orthe Palo Alto Municipal Code and the Government ode of tile 'tate of 'ulil'ornia.
21.3, I f"the Project Manager determines that CONS LT ANT is a "Consultant" as
I>rofessional SCf\'ICCS
I{tv. Nov. I. 2011
that term is defined by the Regu.lations of the Fair Political Practices Commission, CONSULTANT
shall h~ l\;quired and agrees to file the appropriate financial disclosure documents required by the
Palo Alto Municipal Code and the Political Reform Act.
SECTION 22. NONDlSCRIMINATION. As set forth in Palo Alto Municipal Code section
2.30.51 O. CONSULTANT certifies that in the perfonnance of tlus Agreement, it shall not
discriminate in the employment of any person because of the race, skin color, gender, age, religion,
disability, national origin. ancestly, sexual orientation, housing status, marital status, familial status,
weight or height of such person. CONSULTANT acknowledges that it has read and understands the
provisions of Section 2.30.510 0(' the Palo Alto Municipal Code relating to Nondiscrimination
Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section
2.30.5 I 0 pertaining to nondiscrimination in employment.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE
REOUIREMENTS. CONSULTANT shall comply with the City's Environmentally Preferred
Purchasing policies which are available at the City's Purchasing Department, incorporated by
reference and may be amended from time to time. CONS L T ANT shall comply with waste
reduction, reuse, recycling and disposal requirements of the City's Zero Waste Program. Zero
Waste best practices include first minimizing and reducing waste; second, reusing waste and third,
recycling or composring waste. In particular, Consu.ltant shall comply with the following zero waste
requ.irements:
• All printed materials provided by Consultant to City g~nerated from a personal
computer and printer including but not limited to, proposals. quotes. invoices,
reports, and public education materials, shall be double-sided and printed on a
minimum of30% or greater post-consumer content paper, uluess otilerwise approved
by the City's Project Manager. Any submitted materials printed by a professional
prillting company shall be a minimum of30% or greater post-consumer material and
printed with vegetable based inks.
• Goods purchased by Consultant on behalf of the City shall be pur~hased in
accordance with the City 's Enviromnental Purchasing Policy including but not
limited to :xtended Producer Responsibility requirements for products and
paCkaging. A copy of this policy is on file at the Purchasing Oflice.
• Reusable/r':lllrnable pallets shall be taken back by the Consultant. at no additional
cost to the City, l'or reuse or recycli.ng. Consultant shall providc documcntation from
the facility accepting the pallets to verify that pallets are not being disposed.
SECTION 24. NON-APPROPRIATION
24.1. This Agreement is subject to the fiscal provisiuns of the Charter of the City of
Palo Alto and the Palo Altu Municipal Code. Tlus Agreement will term.inate without any peoalty (a)
at the end of any fiscal year in the event that fUllds are not appropriated for the following fiscal year,
or (b) at any lime within a fiscal year in the event thaI funds are onJy appropriated t'or a pOltion of
the fiscal year and funds for this Agreement are no longer available. This section shall lake
precedence in the event of a contlict with any other covenant, term, condition, or provision of this
Agreement.
SECTION 25. MISCELLANEOUS PROVISIONS.
Professional Services
Rev. Nov, 1,2011
25,1. This Agreement will be governed by the laws of the State of CaJitornia,
25,2, In the event tbat an action is brought, the parties <lgrec t.hat trial of such action
will be vesl~d exclusively in the state courts of California in the County of Santa Clara. State of
Calif(Jrnia,
25.3, The prevailing party in uny aClion brought to enforce the provisions of this
Agreement may recover i Is rea~onable costs and attorneys' fee s expended in connection with that
action, The prevailing party shall be entitkd to recover an arnolU1t equaJ to the tair market value of
legal services provided by attorneys employed by it as well as any attorneys' fees paid to third
parties,
25.4, This document represents the entire and integrated agreement between the
parties and ~upersedes all prior negotiations, representations, and contracts, either written or oral.
This document Illay be amended only by a written instrument. which is signed by the parties,
25 ,5, The covenants, tenns. conditions and provisions of this Agreement" i II apply
to, and will bind. the heir , successors. executors, administrators, assignee , and consultants of the
parties,
25,6, If it court of competent jurisdiction tinds or rules that any provisi on of this
Agreement or any amendment thereto is void or unenforceable , tile unaffected provi sions of this
Agreement and any amendments Ulereto will remain in full force and ellecL
25,7, All exhibits referred to in this Agreement and any addenda, appendices,
attachments. and schedules to this Agreement which, from time to time, may be refen-cd to in any
duly executed amendment hereto arc by such re ference incorporated in this Agreement and will be
deemed to be a palt of this Agreement.
25,8 If, pursuant to this contrad with CONS LTANT, City shares with
CONS LTANT personal info rmation as defined in alifornia Civil Code section 1798,81.5(d)
about a alifornia resident ("PersonallnloIDlation''), CONSULTA T shall maintain rcasonable and
appropriate security procedw'cs to protect that Personal Information, and shall inform City
immediately upon learning that there has been a breach in the security of the system or in the
security of the Personal Information, CONS L T ANT s hall nOl use Personal Information lor direct
marketing purposes without City' , exprc~ , written consent
/I
/I
1/
II
II
25,9 All wlchecked boxes do not apply to this agreement.
Prolcsstonlll Scrvicc~
Rev, No". I. 2011
/I
/I
25.10 The individuals executing this Agreement represent and warrant that they
have the legal capacity and authority to do so on behalf of their respective legal entities.
25.11 This Agreement may be signed in multiple counterparts, which shall, when
executed by all the parties, constitute a single binding agreement
IN WITNESS WHEREOF, the parties hereto have by their duly authorized
representatives executed this Agreement on the date iiI's! above written.
CITY OF PALO ALTO FLYNN RESOURCE CONSULTANTS INC.
City Manager
By : I0~A ,~
Name: VO\I\..,I., A. !o:.<:)jI1M~
Title: C.h'~~ F~W1~M f)AAz-.tV"
APPROVED AS TO FORM:
Senior Ass!. ity Attorney
Attachments:
EXHIBIT "A":
EXHIBIT "B":
EXHIBIT "e":
EXHTBIT "C-l ":
EXHIBIT "D":
S OPE OF WORK
SCHEDUl.E OF PERFORMANCE
COMPENSATION
S HEDULE OF RATES
INSURANCE REQUIREMENTS
Prolcssionnl Sc-rviccs
Rev N\w. 1. 2011
EXfnBIT "A"
SCOPE OF SERVICES
The consultant may be asked to perform services in the following areas:
A. Monitor and analyze CAl SO, CP C, CEC, FERC, PG&E (Grid Planning), regional
transmission planning groups. and other related agencies ' activities, and, based on discussions
with Sta fl~ represent the City's interes ts in proceeding.
Consultant will monitor, analy:e and, represent/he Ci/y's interest in Ihe aclivi/ies of
the CAISO, CPUC 'EC PERC. PG&E (Grid Planning) emd other agencies as relatcd to CAISO
lari//amendmenfS, grid management charges, congestion charges, transmission access charges,
neUira/ily and a/her charges and pro/ecl Ihe City's in/ere '1.1. Consultant will recommend regul(){ory
Sirategiesfor the Cify and positions in proceedings bejilre Ihe FERC. CEC. CPUc. CAISO and
other ltgencies as appropriate.
Consultant will monitor Ihe developing ( 'ul!filrniu electricity markel design and
energy markets, and Slale and Federal involvement in Ihe electricity industry us Ihey relute to
serving eieclric load in the Sun Francisco G,."alcr 8ay Areu (8ay Area). Consultant will identify Ihe
!Jay Area specific risks/or the 'ity/i'om /ocatiol7al marginal pricing local capacity rcquiremenls,
lransmission constraints, and Stale impos ~d measures .IiiI' deliverability, outage coordination,
maintenance siandards and fhe use oj'muni-owned transmission lines and local )!eneraliol1.
B. Maintain an ongoing p(csence at the CAISO 10 represenl the CilY 's inlerests effective I ,
Consultanl shall maintain routinc and ,n!lJicienf access to key policymakers and stai!'
at the CA ISO 10 facilitale, upon City authorization, ~(fcclive and efficien! representation of the
City'.\· viewpoints and concerns on 8ay Area Iransmission and syslem oper(/lion issues.
C. Work with the City 10 cswblish regulatory and l egi ~lalive objectives. goa ls and priori lies.
Consultan! will communicate on a regular hasis with the City staff and develop
regulatory and legislative obiectives and Sirategies/or Ihe City.
Prvfcsstonal \-crY ices
Rev Nov I. 2011
D. Assist City with analysis, improvement and expallsion of transmission, generation, and
reliability issues for the City and in the Bay Area.
Com'ullant will assist the City in identifying, developing and promoting cost-effective
and long-term solutionsjor reliability and economic transmission needs, transmission/or renewable
resources, local generation, and non-wires solutions, Consultant may assist in efforts to upgrade
City's transmission interconnection to the grid. Consultant may also recommend economic
transmission expansion or olher alternatives/or the Bay Area.
Consultant will perform powerflow, short circui! and/easibility studies for electric
transmission, suhstalion and generation conceptual plans as directed hy City stafr Consultant will
provide technical supporl 10 the City in coordinalion wilh PG&E, CAISo. the Western Area Puwer
Administration, or other agencies os required concerning Ihese plans.
E, Assist City with issues related to public power and municipal utilities.
Consultant will assist the City wilh municipal utility issues including hut nOI limited
/0 jurisdiction, tax-exempt bonds. access 10 low-coS! federal power, renewable energy, energy
~fficiency/demand re~p(Jn.~e, greenhouse gas regulations including cap and trude, olher
environmental initiatives, independence in selling rates, local generation evaluation and
implementation, CFTC Glnd Dodd-FrankAcl implications and involvement in Joint Powers Authority
jor investment in Relleration and transmission o/electricity and delivery services.
F, Assist City with is,ues related to grid reliability standards.
Consultant will assist the Cily with requi,.ement.~.ror registration and compliance
with NERC and WEC . grid reliability slandardl'.
G, Provide City with other electricity-related services as needed.
The rapidly developing electriCity industry scenario in California will require olher
Prolcssiollal Sl!rviccs
Rcv.Nov.1.2011
advisory services from the consultanl tiS Ihese n~ed~ are identified by City sll!ff
I-l. Assist City in coordinated t:I'forts with other municipal utilities.
Consultant will assistlh .. Ci(1' in coordinllling efforts wilh olher maniei/wl utilities,
including the Bay Area Municipal Transmission (iroup (BAMx), on issue.l' .I'uch a.l' de.\·('rihed in A
Ihrough G abow.
DEUVERABLES
The deliverables will be detcnnined on u task -by -task basis. Deliwmbles include one-time
written reports, periodic wrillen reports and updatc.s. oral presentations, recommendations and
analysis. All reports and ""Titlea material must be provided to and approved by Resource
Management Division (RM) ·taff prior 10 delivery to outside agencies.
l'r{,fc,slon.:tI Sc:rv ic(;s
Re". Nov. 1,2011
EXHJBIT "8"
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each milestone within the number
of days/weeks spec ified below. The time to complete each milestone may be increased or
decrea~ed by mutual written agreement of the project managers for CONSULTANT and CITY
so long as all work is completed within the term of tbe Agreement. CONSULTANT shall
provide a detailed schedule of work consistent with the schedule below wililin 2 weeks of receipt
of the notice 10 proceed.
Milestones
I. Consulting Services
( 'ompletion
No. of Days/Weeks
From NTP
On call
ProJi:ssitll1sl St:rvICCS
Rev. Nov. I. 20 11
EXHIBIT "c"
COMPENSA TlON
The CITY agrees to compensate the CONSUL TANT for professional services pelformed in
accordance with the tenns and conditions of this Agreement based on the hourly rate schedule
attached as Exhibit C-I,
The compensation to be paid to CONS 'LTANT under this Agreement for all services
described in Exhibit "A" ("Services") and reimbursable expenses shall not exceed $225,000,
CONSULTANT agrees to complete all Services" including reimbursable expenses. within this
amount. Any work performed or expen es incurred for which payment would result in a total
exceeding the maximum amount of compensation set forth herein shall be at no cost to the
ITY,
REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime. word processi ng,
photocopying, in-house printing, insw'ance and other ordinary business e,xpenses are included
within the scope of payment for services and are not reimbursable expenses, CITY shall
reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for
which CONS 'L TANT shall be reimbursed are:
A, Travel outside the San Francisco Bay area, including transportation and meals, will be
reimbursed at actual cost subject to the City of Palo Alto's policy for reimbursement of travel
and meal expenses for City of Palo Alto employees,
B, Long distance telephone service charges, cellular phonc service charges, facsimi Ie
transmission and postage charges are reimbursable at actual cost.
All requcsts for payment of expenses shall be accompanied by appropriate backup
i,nJormation, Any expense anticipated to be morc than $100 sha ll be approved in advance by
the CITY' s project manager.
ADDITIONAL SERVICES
The CONSUL rANT shall provide additional sen'ices only by advanced. wril1en
authorization from the CITY, The CO NS ULTANT, at the CITY's project manager's request,
shall submit a detailed written proposal including a description of the scope of service .
schedule, level of e.ffort, and CONS L TANT's proposed maximwn compensation, including
reimbursable cxpenses, It)r such services based on the rates set forth in Exhibit -I, The
addilional services scope, schedule and maximum compensation shall be negotiated and
agreed to in writing by the CITY's Project Manager and ONS LTANT prior to
commencement oflhe , erviccs, Payment for additional services is subject to all requirements
and restrictions in this Agreement.
l'roi"cs~lt,"aJ S~r1/IC'(S
Rc\, Nov. 1,2011
EXHIBIT "C-J"
HOURLY RATE SCHEDULE
FlyfU1 Resource Consultants J nc. hourly rates for professional services are listed below:
Principal
Managing Consu.itant
Sen.ior Consultant
Consultant
Associate Consu.ltant
Ana.lyst
$270-$295 per hour
$250-$270 per hour
$200-$250 per hour
$170-$200 per hour
$140-$ I 70 per hour
$90-$140 per hour
Reproduction, printing, communications, computer services, and other miscellaneous support
services shall be billed at 5% (live percent) ofthe labor cost for the billing period. This
additional "non-labor" cost will be included for each billing period.
AIlIT3vel, food, and miscellaneous expenses, except automobile mileage, associated with the
provision of services hereunder shall be billed at cost. Automobile mileage will be billed at the
rat<! approved by the Internal Revenue Service.
For any month in which specialized modeling software is used to perform services under this
agreement, the following charges shall apply:
Power flow modeling
Short circuit modeling
Market modeling
$225 per month
$700 per month
$3,500 per month
Spe.cialized software costs lhat exceed tJle above amounts may be billed with the prior approval
of RM stalT.
rror~ssi~lI'Ial Sl.:rvkl.:s
Rev Nov. 1.2011
EXHIBIT "D"
INSURANCE REQUIREMENTS
CONl1<Al""rOK -10 1111. CITV OF P I I) AI Ttl ICI'1 VI, AT Til II< SOl h I XI'I,;<S£, ~IIAI I. FOR l ilT: TERM OF 'I HI, CON I'RACT
OBTAI N A, 0 MAIN I'/\IN INSURANCE IN '1'111. AMOIl, ,FOR THI· COV),I Gi,SPI£IH LD I!bWW"H)o'()lmF;ll8Y COMPANl t~
WITH AM BEST'S KEY RATINGOl'A·:VII, OR IIICII ER, U(,EI'Sm ORAl 'IIORI7-Er)TOTltAI'SACT INSlilt" n, flt 'SI~,}::'''~ IN
Til E: STATE 01-' CAU f<ORNIA ,
AWARD IS CONTINGI;Nl ON COMPLIANcr WI I'l l CI I'Y'S INSURANCI, R~OIJI HI ,\1ENTS AS SI'ECIHW, nLLOW
MItHMOM LIMITS
REQUIRED TYl'E or COVERAGti REQUIRSMZ14"I'
EACH
YES
'OS
YSS
yes
YES
OCCURRENCE AGGREGATB
WOIIK IOI!'::; COMPeNSATION STA),U10R\'
f,MPLQYER'S IIAIlIl ITY [AnI reH\,
IlODILY INJURY SI.QOO,OO) SI,OOO,OOO
OENERA L I IAllILl l'V,lNCli'))I '0
I'ERSO AI. INJUI< y, 11R An FORM PROI'''R I Y )) t.MG~ Sl,ooo,OOO $1.000,000
PROrmn y DAMAGE OI,ANK£T
CONTRACTUAl . AND Fill LEG"'. BODII,Y INJURY , PI<OI'ERTI' DAMAGI. $1,000,000 $1.000,000
LlAOIl ITY COMIII NLD
BODILY INJUIIY $1.000,000 $1,000,000 . E ell PERSON .. 1.000,000 I.OOO,O()()
-t'JICI I OCCUR Il "N I-$1,000.000 $1.000,000
AUI MOil II.!: I.I/IUI U rY,lN LUDI '0
ALL 0\\ FD, III R 1,1), NON-OWNED PH. PFHYDAM fiE $1,000.000 $1,000,000
onl )11. r Ii 1UR Y AND PROPERTY $I,OOO.f>OO $1.000.000
DIIMAG~ ":OMflINFD
PROI'r.SSIQ, AI. Ll ABILl TY,INCI. IJlNO,
!C,RROR -AND OMISSIONS,
lAI I)(V\l..TICE \WHFN PPLI """'I1I.F),
AND NFGL IGENT PFRFORMANCb ALI. DAMI\G~~ SI.OOO,OOO
lTlE CITY OF r ALO ,1 1."1'0 IS TO DE NA "ED II~ liN iIlIDITIONA I.INSURI':O' CO. m ALTOR. A'I IT' '0 1 I, COST AND EXPENSE,
SHAU (JUTi-\IN .AND MAIN"IAJ , IN F\JL~ FORC'E AND I ),FFCl I'I IIWU IIOIr)' Till' 111<" rFRM 0 1' A'l V RESULTANT
I\Li I~ 1-FMC l,lHEI 'SURA" 'I; OVERA ,~IIERI,IN OESC'IUBED,I'I~ RfNG NO'I ONI Y CONTRACI'OR ANIlII S SI UCONSULTANTS,
II' ANY. a UT AI '0. WITII lIiE 10. CEPTIO 01 WORK eRS' COMl'lNSATION, tMPLOYER'S LI IlILI ry ,\ND PROFESSIONAL
INSURANCE, NA.\IIi'o'C lIS ADDITIONAL I"SI.:KW S ClT\" n COtrNCIL MEMBER. • OFI,'ICI·.R.S'. ACE\lTS. ~\ ~D EMPLOVt:V.s.
I. IN URA t:E OVbRAGI, MUST 1 'I UI1£:
A II PKOVI ION FOR II WR)"I'E I illiZi l' (301 I llY ADVANCE 'OTI E TO CITY OF CIIANGE IN
CO VF RA G ~ OR OF COVI:RAGI . (; NCc.LL TTON; AND
11. A ONTRAC.'lJAL J.IM JII.ITY ENDDRSEMFNT PI/OVIDIN(i URANCE COV FRJI ,E FOR
CONTRACTOI(,S AG RcEME "I ro INOEMN II'Y CI ry.
c. IJ I;)) '1'IIlLh liMO 'TS I FX 'I'S$ 01' 5,000 R[Q IR[ Cil Y'S PRIOII APPROVAL,
II. CONTACTOR M $1' SUI3MIT CliRTIFI C,\TES(S ) 0 1' I, lJRA CE EVIDENC ING REQUII!F.D COVeRAGE,
III. E DOR:;f;.MENT PROVISIONS, WITH RESPE T TO II III INSlJKA N 'r, IIFFORDED '1'0 ",\DDITIONA!.
r SUREDS"
A PR IMAR)' CO" ERA d'
wn II KI!SPCCT TO CLA IMS IIR I ING OUl OF Tim OPF,RATIONS OF IIiE AMED " SlJIU'D, INSURANce liS
AFFORDED 131' TillS POLICY I' PH 1M RY ANI) IS NOT M)DII'ION.~I. 'I() OR l'ON I'RIBln INC; WI n I NY <l'n lEI(
INSIJR t:E 'A RRlf'D 131' OR FOR '11-11', HE bFII ()F rHE M)DITIONAL INS lu ;n s.
IJ. CTlOSS !.I6 1l1LI'I Y
l)rufe"'SJOnn.l Sc:n-iclI!s
Hc\ ()v.I .2(H l
THE NAMING OF MORb THAN ONE PbR ON, FIRM, OR CORPORATION A, INS REDS U DE!( TH E POLICY SHALL
• OT. FOR I'IIAT REASON AI.ONI::. EXTING ISH ANY RIGHTS OF THE INSURED AGMN 'T ANOTHER, BUT TIII~
ENDORSEMENT, AND THE NAMING OF M ULTIPLE IN' RWS, SHALL NOT IN 'REASE nit 1'0'1 AL LIABILITY OF
THE COMPA NY UNDER Ti llS POLICY,
c NOlieI' Of CANCELLATION
I. IF II Ir POLICY IS ANCELED BEFORE n S EXPIRATION DA rE FORANY REASON OHlER
THAN THE NON-P YM E/'.'T OF PREM IUM, '1'1 110 ISSUfNG COMPANY SHALL USF ITS ilI.';ST
EFFORTS TO ENDEAVOR TO PROVID E CITY AT LEA T A THIRTY (30) DA Y WRI rI _.
NOTICE BEFORE TilE EFFECTIV E DATE OF ANCELlArION .
2. IF IIII' POLICY I. l'A CbL W [lEFORE IT-EXPIRATION DATE rOR lllG NON-I'AYMENT
OF PREMI M. THE ISS INC COMPANY HALL PROVIDL: ITY AT LEAST A TE '(IO)DAY
WRIT IlON NOli 'Il BeFORE Tl-Ill EFFECTIVE DATE 01' CANCELLAT ION.
NOTICES SHALL DE MAILED TO:
PlIRCIJASING AND CONTRACT ADMINISTRATION
CITY OF PALO ALTO
P.O. BOX 10250
PALO ALTO. CA 94303
l)rofcs~jOllilJ Scrvlr':cs
Rev Nov. 1.2011
C ITY OJ.' PALO AI.TO CONTRACT NO. CI4 IS02J7A
AGREEMENT 8HWEEN T il E C ITY OF PALO ALTO AND
NAV IGANT CONSULTING , INC.
FOR "ROn:SS IONAL SERVICES (GAS)
This AKre<:ment is entered into on this 9th day o f September, 2013. (-Agreemeul'') by
and between the CITY OF PALO ALTO, a Cal ifornia chancred municipal corporation (-C[Tr).
and NAVIGANT CONSUL T ING,INC .. a Delaware corporation, located at 3100 Zinfandcl Drive,
Suite 600, Rancho Cordova. CA 95670 (-CONSULT ANT").
REC ITALS
The following recitals are a substantive ponlOn of thIs Agreement.
A. CITY Intcnds 10 panlClpale in enellY (ga! & electne) technIcal, regulatory. and legislati~e
pI'OCC'SSCS (-Project") and des ires to engage a consultant to assist city staff 10 In energy (gas &
clcctne) techDlcat. n:gulatory. and legislative processes in connectIOn with the Project ("Services,.
B. CONSULTANT has represented that il has the necessary professional expcnJSe.
qualifieillons, and CapabJlII)', and III required hcCllSC:ll and/or certifICations to provide the Services.
C. CITY in reliance on thc$c reprcsentallonsdcsires to engage CONSUL TAr..'T to provide the
Services as more full), described In ExhibIt -A-. atlJle~ 10 and made a part of this Agreement.
NOW. THEREt'ORE, In COllSidenUon o f the rccuals, covenants, terms. and conditIOns, in
this Agrccmcnl. the parties agree:
AGRJ.:EMENT
SECTION I. SCOPE OF S t:RVICF~~. CONSULTANT shall pcrfonn the Services described in
Exhibit -A-in acoordaoce with the 1mJ\S and eondnions contained in this Agreement. 'The
pcrfolTl1llDCe of all Services shall be \0 the reasonable satisfaction ofC ITV.
SEcn ON 2. TERM.
The ICnn of this Agreement shall be fmm thc dIIte of its full execution through September 8, 2016
unless Icnninated earlier punuant to Section 19 o f this Agreement.
SECT ION 3. SCln:OULE Ot' PERFORMANCt:. Time isorthe essence in the pcrf()!llllUl(:eof
Services under this Agreement. CONSULT ANT shall complete the Services within the term orch is
Agreement and in accordance with Ihe schedule sct fonh in Exhibit "if', attached toam! made a part
of this Agreement. An)' Services for which times for pcrfonnance B", not specified in this
Agreement shall be comme nced and completed by CONSULTANT in a reasonably prompt and
""<CII_I s.r.1ooo
... ...,. 1.1011
timely manner based upon the eircumstances and direction communicated to the CONSULTANT.
CITY' s a~ment to eKtend the let'tIl or the stllcdule for petformano::e shall nO( preclude recovery of
damages fOl" delay if the e>:tcruion II required due to the faull of CONSUL TANT.
!., I~Th~i:';i~~;:~::::::;i~ to be paid to o;;"' .. ;;o"'~ ir ". mcluding both payment
for professional 5Crvices and n imburuble expenses. shall not e>:cecd Two Hundred Twen!)' Five
Dollars ($225,000). The applicable rates and schedule of paytnCllt are set OUt in Exhibit "C-I".
entitled "HOURLY RATE SCHEDUlE,M whIch IS auachcd 10 and made a pan of this Agreement.
Additional Services. ifany. shall he autho!v.cd In acconlance With and subject to the provisions of
uhibit -C. CONSULTANT shall not receive any compensation for Additional Services pcrfOlTl1ed
.... ithout the prior wrinen authorization of CITY Addihonal Sco·tea shall mean any ..... ork that is
determined by crn' to be n«cssary for the proper completion of the I'mject. but which is not
mcJudcd within the Scope: of Services dcscrihcd 10 ElIhibit MA".
S ECTION S. INVOICES. In order to I"llClUCSt payment, CONSULTANT shall submit monthly
invoices 10 the CITY describing tht' services perfonncd .00 the applicable chargcs (iocluding an
identificalion of prn;onncl who perfonned the servIces. houri wORed, hourly ntles. and
reimbursable eltpenses). based upon the CONSULTANT's btlhngrateS{5C1 forth in Elthibit ·'C-l-).
If applicable, Ihe invoice shall also describe the percentage of completion of each task. The
informalion in CONSULTANT's payment requests shall be subjeel to verificalion by CITY.
CONSULTANT shall send all invoices to the City', project manager at tlte address specified in
Seclion 13 below. The City will genrntlly process and pay invoices wlIhin Ihirty (JO) days of
receipt.
All of the Serviccs shall be
supervision, CONSULT ANT represents
it possesses the professiooal and technical personllCl necessary to perform the Services required
by this A~menl and that the pcnonnc:l have sufficient skill and e"perience to perform lhe Services
assigned 10 them. CONSULT Al'o'T repmenlS that il. its employees andsubc:onsultants. ifpcrrnined,
have and shall maintain during the Icon of Ihis Agrttment all licenses, pemtliS, qlllllificallons.
insulllllCe and approvals ofwhatcvl'f DalUre thai an legally requi red 10 perform the S«vices.
All of the services to be furnIshed by CONSULTANT under thl$ a~menl shall meet thc
professional standard and qlllllily that prevail among professionals in the s:trne discipline and of
similar knowledge and skill engaged lD relaled won: throughout California under lhe same or similar
circumstances.
SF-eTION 7. COMPLlANC t: W ITIII.,A WS. CONSULTANT shall k«p ilSclfmformed orand
In compliance with aU fcdcntl, stale and local laws. ordinances. rcgulaUQn5. and onImi thai may
affect in any manner the Project or the perfont"llll1Ce of the S«v,ces or \bose engaged to perform
Services under Ihis Agreement, CONSULTANT shall procun all penm!S and IlCCflSCS, pay all
chllfgcs and fees, and gi"e all nolices l"llCluired by law in the performance o(the S«vices.
SECTION 8, ERRORS/O:".II SSIONS, CONSULTANT shall correct. al noCQlitloCITY. any and
all errors, omissions. or ambiguities in the work producl submined 10 CITY, pro"lded CITY gives
I'm'= 'Sa-_
I ... No-1.1011
noIice to CONSULT A"'T. I fCONSUL T ANT has prrpared plans and specifications or other design
OOcumnus 10 conSlIlICt the Project, CONSULT Al'.'T shall be obligated to COITC(:[ any and all errors.
ormssions or ambiguities discovered prior to and during the course of construction of [he Project.
1111$ obhgation $hallsurvi\'c termination of the Agreement.
. If this Agrt'(:mcnt pertains to [he design of a public ""orks
rut;;;;i! estima tes of probable construction costs BI cach phasc of
submiual. I fthc total estimated construction cost at any submitu.1 exceeds ten percent (10"10)
of stated construction budget. CONSULT ANT shall make recommendations to the
C ITY for aligning the PROJECT design with the budget. incorporate CITY approved
~commendatiolls. and revise the design to meet the Project budget. at flO additional cost to CITY.
SECTION 10. INDEI'.:NOENT CONTRACfOR It is umlcrstood and agreed tbat in performing
the Services under th iS Agreement CONSULTANT. and any person cmployed by or contracted with
CONSULTANT to furnish labor and/or materials ulldCT this Agreement. shall act as and be an
independent contl1letor and nOl an alieni Of employec of the CITY.
St:cnON ! I. ASSIGNMt:NT. The panics agrt'(: that the elfpenise and e~perience of
CONSULT ANT are material eonsi<krotions for this Agreement. CONSULT ANT shall flO( assign or
tl1lnsfCT any IfltereSt in thIS Agrt'(:lllCnt nor thc performance ofanyofCONSUL TAr.."'·sobligations
hereunder wllhoullhe prior wrilten consent of the cil}' manager. ConscnllO onc assignmctll will DOt
be deemed to bc consent to lny suMequenlllSsignmcnt. Any assignment made without the appro\'B1
of the cuy manager Will be VOid.
SJ:CT ION 12. SUBCQi"TKACTING.
CONSULT ANT shall nol subcontract any portion of the work 10 be pcrfonned under this Agreement
without the priOf' wnltcn authoriullion of the city manager or designee.
CONSULTANT shall be responsible for directing the work o f any subconsultants and fOf' any
compcnsahOO due to subconsultants. CITY assumes flO rcspon5lblhty ..... hatsoever cooecming
compensation. CONSULTANT shall be fully responsible 10 C ITY for alt acts and omiSSions ora
subconsultant. CONSULTANT shall change 01" add subconsullltnl5 only with the prior approval of
the Clty manager or his designee.
St:CT ION IJ. PROJECIMANAGt:MENT. CONSULTANT will assign Gordon Pickenng
as the Project Supervisor 10 have supenisory responsiblhl}' for thc perfOl1llllll«. progress. and
e!feculion of the ScnolCes IOrepresenl CONSULT ANT during theday·to-day won: on the: Project. If
cireurruUUICcs cause the substitullOn of the project director. project coordinator, or any other key
personnel for any ~ason. the appointment ofa substitule project director and the assignment of any
kcy new or replacement penonnc:l will be subject to the pnor wnnm appTO\'B1 ofthc CITY's project
manager. CONSULTANT, at ClTY's request, shall promptly remon~ personnel wlwl CITY findsdo
DOt perform the Services In an acceptable manner. ~ uncooperntivc. or present a threat to the
adequate or timely complellon of the Project or a threat to the safety nfpersons or property.
The City's proJcct manager IS Karla Dailey. Utlhtles Department, Resource MWUlgement Division,
250 Hamilton Avenue. Palo Alto, CA 94303, Tel~'PlIone (650)329-2523.lbc project manager will
~ 9 ' _I s.r"...
be CONSULTANT's point of OOIItacl wilh rcspecllO pcrfOl'1DilllCe, progl'e$S and execution of the
Ser'1f:es. The CITY may designate an alternale projecl manager from bme to time:.
S.:CTlON 14. OWNERS HI P OF MATERIAI.s. Consultant .... iII retain sole and exclusive
owncnhip of all right. lide and interest in ilS work papers. proprietary infonnallon. processes,
methodologies, know·how and software and any palent. copyright. trademark, tnIde seem and other
intellectWlI property righlS which eXlliu:d prior 10 the dchay ofCOIl5IlIWlt', services ("Consultant
PI OJ .... I'y~). To the extent that any work product delivered to the City contains Consullam Property.
ConsulWlI grantslhe City a non-cxclusive, non·assignable. royalty·free licetl!ie 10 Wi!: il solely in
conncetJOn with the 5ubject of the engagement, This Section 14 shall sutVi\'e termination of the
Agra:ment.
SECTION I!I-. AU DITS. CONSULTANT Will permil C ITY 10 audil, alany reasonable lime
during the term of this Agreement and for thra: (3) years thereafter. CONSULTANT's records
pertaming 10 matteT!; co\'ered by thiS Agreemenl. CONSULTM'T funher agrees 10 maintain and
retain such records for at leaSI three (3) years after the expif'1l,tion or earlier tennination of this
Agreement
St:cn ON 16, INllt.:MNITY,
16,1. To the fullest extent permitted by law, CONSULTANT shall protect.
indenmify, defend and hold hannless CITY, its Council members, officers, employees and agenlS
(each an "Indemnified Party") from and against any alld all third party demands. claims. or liability
or any nalUre, including death or injury to any pet"SOn, property damage o r any Olher loss, including
all costs alld expenses of wllutever nature inc luding a!lomeys fees, experts fees. court costs and
disbursements ("ClaIl115") resulting fium, arising out of or in any manner related 10 perfomllince or
nonperformance by CONSULTANT, its officel1l, emp loyees, agents or COT\traetors under this
Agreement, regardless of whelher or nOl it IS causcd in part by an Indemnified Pany,
16,2, Notwithstanding the above. nothi ng in this Section 16 shall be construed 10
«l'luin:: CONSULTANT to illdemnify lin Indemnified Pany from Claims arising from the aclive
negligence. sole negligence or willful misconduct oran Indemnified Pllrty,
16.3, The acceptance of CONSUL T ANT"s services and duties by CITY shan nOI
operate WI B wB1Verorth~ right of indemnification. The provisions of this Section 16 shall survive
the expil'lltion or early termination of this Agreement,
16.4 Notwith,ullIding Sections ]6,1 through 16.3, CONSULTANT shall 110( be
required to indemnify CITY for any habilily, loss or damage in excess of the amount of
insurance coverage in the professional liability rcquiremenlS sct forth in Section ]8 and Exhibit
"0",
s t:C!ION !7! WAIVE KS, The wai\'l:r by either party of any breach or violation of any covenant.
t=n. condition or provision of this Agreement, or of the provisions of any ordinance or law, will !lOt
be deemed 10 be a wal\'er of Wly other term, covenant, conduion, provisions, ordinance or law. or of
any subsequent breach or violation of the same or or any OIher term, covenant. colldition, provision,
ordinance or law.
S.:CTION 18. IN"SURANCE.
18.1. CONSUL TANT.at its solecooandupenst".shall obtain andmalnmin. in full
force and effect dW'HIg the lam ohhis A8='menl, the insurance oo\'erage desaibc:d in Exhibil ~D·.
CONSULTANT and ilS COntnlCIOfS. if any, shall oblllin a policy endorsement nammg CITY as an
addlllonal insured under any general liability or aUlOmobile policy or policies.
IS.2. All insul1Iocc covmllge required hereunder shall be provided through carrien
wi!h AM !ksc', Kev Raling Guide l1I1ings of A-:VII or higher which are licensed or authorized to
1l1IOSOCI il1llurancc business in the Stale of California. Any and all OODirllCtOB o[CONSUL TANT
retained 10 perform Sen'ices UDdcr!hlS Agreement will obtain and maintain, io full force and effect
during the term of this Agreement, identical insWllIlCC' covCl1Ige. namiog CITY as lID additional
inJiured under such policies lIS reqUired above.
1S.3. Certificates evidencing such insurance shall be filed wi!h CITY concurrmtly
with the c"te<:ulion ofthisAgreemenL l1lecertificates will be subje<:t 10 !he appro\'aJ ofC/TV's Risk
Manager and wIll contain an endorsement stating that the insunmce is primwy covel1lgc and will DOl
be canaled, or materially reduced in IXlVel1lge or limits, by the iosUJ'CT exccpI: after filing WIth the
Purchasins Manaserthirty (30) days' prior wnncn lIOIicc of the cancellation ormodlfication. If !he
inslUl;l'" cancels or modifies the insuT"lI1H:c and provides less than thirty (30) days' notice to
CONSULTANT. CONSULTANT shall usc best efforts to endeavor to provide the Purchasing
Manager "TlIICTl nolice ofthccancel1atioo or modification. CONSULTANT shall be respoosible for
ensuring !hat curn:-nt certificates evidencing the insurance are provided to CITY's Purchasins
Manager dunng the enhre term of this Agrument.
18.4. n.e procuring of such required policy or policies of insunHlce will not be
construed 10 limil CONSUL TAN1's liabilily hereunder nor to fulfillthc indemnification provisions
of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be
obltgllted fonhe full and total amount of any damage, iOJury, or loss caused byordireetly arisingas
a n:sult of the Services perfonncd under this Agreement, inclUding such damage, injury, or toss
arismg after the Agreement ;s terminated or the term has expired.
SECTION 19. n :RMINATION OR SUSPE NS ION OF' AGREEMENT OR SERVICES.
19.1. TheClty Manager may suspend the pctfonnance of the Services. in whole or
in pllr1, or lerminPle Ihis Agreement. with or wi thout cause, by giving ten (10) days prior written
notice Iheroofto CONSULTANT. Upon receipt ofsueh notice, CONSULTANT will immediately
discontinue ils perfonllance of the Services.
19.2. CONSU LTANT may Icnninate Ibis Agrccmcntorsuspend its pcrfonnanccof
the Services by giving thirty (30) days prior writlcn notice thereof lO CITY, but only in the event of
a substantial failure of performance by CITY.
19,3. Upon sueh suspcn~ion or tcrmin.:ltion. CONSULTANT shall deliver 10 the
" « ,'_1 Sorv.ooo _ Nov I.NIl
City Manager immediately any and all C()Jlies of studies, sketches. dra .... ;ngs. computatlOOS. and
odler data. whether or not completed. p~ by CONSULT ANT or lIS COIlInlClOrS. if any. or given
to CONSULT AA'T or ilSoontrxlOf'S. ifany. incoonection .... ;lh Ihis Agreel1l('nt. Such materials wilt
become the propeny of CITY .
19.4. Upon such suspensionor tCflTlination by CITY ,CONSU LTANT will be paid
for the !krvices rendered or materials delivered to CITY in accordance with the scope of services on
or before the effective date (i.e., 10 days after giving notice) of slISpCflsion or terminatiOll; provKlcd.
ho ..... evt'f, if this Agreement is suspended or termmated on account ofa default by CONSULTANT.
C ITY will be obligated to compensate CONSULTANT only for that portion o(CONSUL TANT's
scndCC'S which are of direct and immediate bcnefittoCITY as such determination may be made by
the City Manager acting in the reasooable elCcn.:ise ofhislhcr discretiOIl. l1Ie f01l0 .... ;ng Sections will
survIVe any ClCpirallOO or tenninallon of this Agreement: 14. 15, 16. 19.4.20, and 25.
19.5. No payment. partial paymcnt.lICccplBDCe, orpanial acceptance by CITY wlll
O]X'rate as. waiver on tbe pan nfCITY of lilly of ilS righlS under this Agreement.
St:cnON 20. NOTlCt;S.
All notices hereunder will be gIven in writing and ma,led, postage prepaid. by
cenified mail, addressed.s follows:
To CITY: Office of the City Clerk
City of Palo Alto
1)0~1 Office BOlC 10250
I'alo Alto, CA 94303
WIth II. copy to the l'urchllSing Manager
To CONSULTANT: Allention of the proJC(;t dlm:\Or
at the address of CONSU L TANT recited ahove
St:CTION 21, CONt'U C I" Of' INURES"!".
21.1. In accepting thisAgn:ement, CONSULTANT CO\'enanlS that it presently has
no intettSt. and will not acquire any mttrest. direct or uidlrc<:t, financ ial orothCl"Wise. which would
confliel in any manner Of degree wllh Ihe performance of the Services.
21 .2. CONSULTANT funherC(lvenants that, lIlthc performance ofthisAgrecmetlt.
it WIll nOI employ subcoruultanlS. conlractors or persons having such an interest CONSULTANT
certifi~ thai no]lCr$OIl ..... ho lias orw,lI ha\e any financial mt=1 under thIS Agrumcm is anoiflCer
or employee of CITY : this provisioo will be Interpreted in accordance with the applicable provisions
oftbc Palo Allo Muni<:ipal Code and the GO\'emmenl Code orthe State ofCaltfornta.
21 .3. If the Project Mllnagerdetermines that CONSULTA.NT is a "ConsultanC as
lhaltcrTl1 15 defined by !he RegulationJof !he Fatr Polmcal Practices Comnllssion. CONSULT M'T
,F I_
ll<>. _ I. lOll
5hall be required and agrees to file the appropriate financial disclosure documents required by the
Palo Alto Municipal Code lind the I'olitical Rcform Act.
S ECTION 22. NONOISCRIM INA1·ION. As set forth in Palo Alto MUnicipal Code section
2.30.510. CONSULTANT certi fies that in the performance of this Agreement, it shaH TlOt
discriminate in the employmem ofany person because oflhe mce, skin color, gender. age, rehgion,
disability, nallOnal ooglO. arocestry, Soe)(ual orientation. hoosing status, marital status, familial status,
wcightor height of such person. CONSULTANT acknowledges Ihat it has read and ~tands the
provisions of Section 2.30.510 of the Palo Aho MUnicipal Code rdating to Nondiscrimination
Requirements and the penalties for violation therwf, and agrees to meet all requircmcllls ofScclion
2.30.5 10 pcrt.DlI1l11g to nomilsoenminahon 111 employment
~~~~;;o;<;;; IIohl(:h are available at the Pun;hasing Department. incorporated by
reference and may be amended from time to time. CONSULTANT shall comply with waste
reduction, reuse, recycling and disposal requirements of the City'S Zero Waste Program. Zero
Waste best pnctICCS ux:IOOe first mimmlZlng and reducing waste . scoond, reusing waste.nd third.
recycling orcomposllng Wasfe. ]n partIcular. COIUullall1 shall comply With !he following zero waste
requil'CTllCnts;
• All pnnted TnlIlenals pnmdcd by Consultant to Clly generated from I pcr5Ol13l
computer and printer IndOOmg but 001 limited 10, proposals. quotes, in\·oices.
reporu. and public cducallOO malenals. shall be double-Sided and pnntcd on a
minimum ofJO% or greater post-consumer contmt paper. unless od!crwise approved
by the City's Projecl Manager. Any submitted matenals primed by a professional
printing company shall be a mlmmumoOO%or greatcrpost-consumermaterial and
pnmed With vegetable based inks.
• Goods purchased by Consultant on behalf of the City shall be purcbased in
accordance with thc City's Environmental Purchasing Policy including but oot
limited to Ex:teOOcd Producer ResponSibility requirements for products and
packaging. A copy of this poltey is on file at the Purchasing Officc.
• Reusabld rerumable pallets shall be taken back by the Consultant, at no addi tional
cost to the City, for reuse or recycling, Consultant shall provide documentation from
the facility accepting the pallets 10 veritY that pallets are not being disposed.
SECfION 24. NON-A PPROPRI ATION
24.1. ThisAgn:cmcnt is subject to the fiscal provisions of the Chllrtcroflhe ellyof
Palo Alto and the PaloAl1O Municipal Code. This Agreement will terminate without anypcnalty(a)
allhe md of any fiscal year in the evellt that funds an: IlOI appropriated for !he following fiscal year,
or (b) at lIny time within a fiscal year in the evmt that funds are only appropriated for a portioo of
the fiscal year and funds for thi S Agreement IIrc 00 longer available. This section shall take
precedence in the event ora conflict with any other covenant, tenn, conditioo, or proVISIOn oflhis
Agreement
SECTION 25. MISCEU.ANE:O US PROVISIONS.
25.1. This AgtcelllClIt will be gO\'emctI by the laws ofthc State ofCaltfomia.
'"F 1 _ _ _ 1.2011
25.2. In the event that an action is brought, theparties agree that trial of such action
w,ll be vested eJlclusIVl'ly in the state couru of California io the County of Santa Clara, State of
California.
25.3. Thc pn:vailing party in any action brought 10 l'nfon:e the proviSIOns of this
Agreement may rcco~er its reasonable COSts and attorneys' fees expended in connection with that
action. The pre\'ailing party shall be entitled to recover an amount equal to the fair market value of
legal serviees provided by attorneys employed by it as well as allY anorneys' fees paid to third
parties.
25.4. This document represents the entire and integrated agreement betwe.:n the
panics and supersedes all prior negotiatiOns, representations, and contracts, either written or oral.
This document muy be amended only by a written instrument. which is signed by the panics.
25.5. The covenants, terms. conditions and provisions of this Agreemenl will apply
10. and will bind. the heirs, successors. exeCUtors. administrators, assignees, and consultants of the
parties.
25.6. Ir, coun of oompetcmjunsd,ction finds 01" rules thai any provision of this
Agreement 01" any amendment thereto is void or unenforceable. the unaffected proVisions of this
Ag:reemcnt and any amendments thereto will remain in full fon:e and effect.
25.7. All exhibits refcm-d to in this Agreement and any addenda, appendices.
attachments, and schedules to this Agreement whICh, from IIIIlC to time, may be referred 10 in any
duly executed amendment heR'to are by su.ch reference incorporated in this Agreemenland will be
deemed to be a part ofth'$ Agreement.
25.8 If, pUr.luant to this contract with CONSULTANT, Cily shares with
CONSULTANT pefl()fll] mformatlon as defined III Califonua Civil Code section 1798.8 15(d)
about II California resident ("PCIWRlI Infonnatlon "). CONSULT AJ>IT shall maintain reasonable and
approprime secun ty proccdun:s to prok"Ct thai PCr.IO{I8I Informallon, and shall ioform City
Immediately upon leamin8 that there has been a breach m the security of the system or in the
security of the PersonallnformatiOfl. CONSUL TAJ>IT $hall 001 usc PelliOlllll (nformaooo fordin:ct
marketmg purposes without Cily'$ express wnllen consent
25.9 All unchecked boxes do not apply 10 thl$ agreemenL
1/
1/
1/
1/
1/
""" ,R ... )000,0. Utll
1/
1/
25.10 The indivKluals cxccunng tillS Agreement represcol and walTllDl that they
ha\'c the legal capacity and authority to do so 00 bdtalf o{!heir ~\'e legal entities.
25.11 This Agreement may be signed in multiple CQ\lJlIerpartS, which shan. when
executed by all the pal1ies. constitute a single binding Ilgrttmcnt
IN WITNESS WHEREOF. the panics hereto hue by !heLr duly authorized
repf'csctualives executed this Agreement on the dalc fim above written.
e rn'OF PALO AI-TO
By:
City Manager
Title: J)/I~c:hr
APPROVED AS TO FORM: 1'7'tT2-? UJ/3
Senior Asst. City Attorney
AUa.chments:
EXHIOIT"A":
EXIiII3lT"O":
EXHI [!lT"C":
EXHIBIT "C-I":
EXHI OIT"O":
SCOPE OF WOR K
SCII EDULE OF PER~'ORMANCE
COM PENSATION
SCII EDU LE OF RATES
INSURANCE REQUIREMENTS
,,' _5«> _
_ _ 1.2Cl1I
EXHl8IT ~A~
SCOPE OF SERVICES
l1Ie consullJont may be asked to perform services in the follo .... ing Im'as:
A. Monitor and analyze CPUC and FE RC proc«dings and represent the City's Interests.
ClHISulfan/ sholl mOl!lfor and analyze orders. decisiom, andfilings by and before fhe
CPUC tmd Ihe FERCjor i"'fXJCl on the Cily. COn$ulllJnt shtJll kkrltify issues Inat nIQ}' impactlhe
City's cosu or abIlity 10 exercise local conlrol and rocommcnd courses 0/ aclion 10 N!pnscntlM
City s intereJu /If sucn pl"OCeedlngs. Including presentation o/teslilOOny. SpecifICally. ConsulwlII
shall pro.o/(k Ihis S''Pporl,/or PetiE's PSEP, PGtiE's BACP and PG&E'$ GRC.
B. Maintain an on·going presence at the CPUC and P(;&E \() represent the City's Interests
elTectively
Consultant slwfl mUinlain routine and sufficient occeu 10 kPy policynwkers alld stufJ
at the CPUC I<J /ocillwte, upon Cily Qlllhorizutian. effective and effICient representlJtion O/Ihe City's
l·iev.poIIllS and collcerns on gus regulatory issues. Consultant ... iII also muintain rolltine contact
.... iln key staff Q/ PGd-E.
C. Work with City to establish regulatory and legislative objectives. goals and priorities.
COI'$lIltalll .... iII commllnicll/e on a regular Ixlsis .... ilh City staff ulld {/el'elop
regulatory amlleg/Slali~ objectil·e.' and strategies /ur the City. CansU/lOnt .• hall perform .... ork
requested by the City to SlIpporl utlilinlng its gus acquisition. gllS storuge alld Immporlotion
ahjectj,'eJ.
D. AssiSt City in negotiation w.th any PG&E Settlement processes
COrlSultanl shull assist City staff in negotiating .... ith PGtiE through any rele\IUnl
settlement proceucs.
E. Assist City with issucs rclpted to publicly-owned natural gPS utiliti es.
Consultant will ass/stine City wllh pub!ic!y-o ... ncd gm utility issues including 001 nul
,oJ Is-.:..
a... frio« I. XIII
limited tojurislliction. fllX-ext:mpt bonds, ent:rgy efficiency, gret:nhou.)!e gas regula/ions including
cop wultrode, other environmemaf inilia/ives, independence in selling rUle!!, Cf7C ,,,,d Dodd-
Fronk Ael implieafions, and involvemenl in Joint Powers AUflwrity for investment in namral gas
supplies und faciliTies.
F: Provide the City with miscellancous natural gas procurement and transportation related
consulting services
Consultant shull perform other namral gas-relmeli "'ork w requested by Cil)' slaff
!'r<.f ... ioMI s.rn...
R ... N .. I.lOII
EXHIBIT "'8M
SCII £I)ULE OF PERJ.-ORMANCE
CONSULTANT shall perfonn the ServiCes so as 10 complete each milestone within the number of
dayslwecksspecified below. The time rocomplclC each milcstooc may be increased ordecreased by
mutual written agreement of the project managers for CONSUL TANT and CITY so longasall work
is completed within the teoo ortne Agreement. CONSULTANT shall provide a detailed schedule of
work consiste nt with the schedule below wi thin 2 weeks of receipt of the notice 10 proceed.
l. Consulting Services
Completion
No. of OaysIWecks
From NTP
On call
EXlll81T ~C"
COMPENSATION
The CITY agrees 10 eompellSale the CONSULTANT forprofC'SSlonal services perfonned III
aceordance with the terms IU1d conditiON orthis Apeemcnl based 00 the hourly rale schedule
allacbed lIS Exhibit C-I.
The compensation 10 be paId 10 CONSULTANT under thIS Agreement for all sen'ICes
described in Exhibit -A" (-SI;orviccs-).nd reimbursable expenses shall 001 exceed $225,000.
CONSULTANT a~ 10 complete all Services. including reimbursable expenses, "ithin this
amounl. Any wor\:: performed or expen5e5 IncUJTed for "hich pa>'ment would result in a tOlaI
exceeding lhe maximum amount of eompensation set forth herein shall be 91 no cost 10 the
CITY.
REIMBURSABLE EXPENSES
The adminiSlTative, overhead, secrrtarial lime or $CCrelanal overt.me, word processing,
photocopying, in-house printing. insurance andOlher ordinary business expenses are included
within the scope of paymeUl for scrvices and are not reimbursable expenses. CITY shall
reimburs.:. CONSULTANT for the followiuK reImbursable expenses at cos!. Expenses for
which CONSU LTANT shall be reimbtmed are:
A. Travel outside the San Francisco Bay area. iacluding transportation and meals, will be
reimbursed al actual cost subject to the City of Palo Aho's pohey for reimbul"lCmeUl oflTavd
and meal eltpenses for City of Palo Alto cmpl oyees.
B. Long distance telephone SCrvlce charges, cell ular pbonc service charges, facsimile
lnlnsmission and postage charges arc: reimbursable al actual cost.
All mjuests for payment of expenses shall be accompanied by appropnate backup
mformalion. Any expense anticipated to be more than S I 00 shall be apprm'ed in advance by
the C ITY's project manager.
ADDITIONAL SE RVlC.:S
The CONSULTANT shall provide add.tKJrUII services ooly by advanced. wrinen
authorization from the CITY. The CONSULTANT, at the CITY '$ project manager's mjucst,
sha.1I submit a detailed wriuen proposal includmg , descopuon of Ihe scope of servH:CS,
schcdule.\C',·d of effort. and CONSULTANT's proposed maximum compensation .• acluding
reimbursab le expenses. for such services based on the rates set fonh III Ext"blt C_I. The
additional services scope. schedule and max.imum compensation sha.1l be IlCgotialed and
agreed to in writing by the CITY's Project Manager and CONSULTANT prior to
commencemen t of tile services. Payment for additional services is subjcct loall mjuiremcnts
and restriclions in this Agreement.
", .-~ __ ',:roll
I':XHI81T "C-l ~
HOURI. Y RA TF. SCH [DUU :
Na~'iganl hourly Tates for professional services are listed below:
Man.aging Director
Director
Associate Director
Managing Consultant
Senior COllsultant
Consultant
Admin Support
$397 per hour
$354 per hour
$309 per hour
$255 per hour
$222 per hour
$169 per hour
$136 per hour
The above Tates shall be adjusted each year. commencing January 1.2014,10
reflect the cllange in Tales csl3blished by Navigant.
Gas regulatory serviccs provided under this contract. including reimbursable
expenses, sball not exceed 575,000.00 in the first contract year. Should the contraci be extended,
services, including reimbursable expenses, sball not exceed $75.000.00 in tbc SC(:ond year and
575.000.00 in tbe tbird year.
Testimony sball be billed at not less than eight (8) hours per day.
Reproduction, printing, communications, computer services. and other miscellaneous support sball
be billed at niles for such services as detennined from time to time and officially C'Stablished by
Navigant.
EX I-IIIJI T "0"
INSURANCE ItfQUIREMENTS
CONTI\ACTOI\S TO THE CITY 01' r AUl M.TO (CITY). "T THtl1C SOU! EXPE..sI!. SIl"LL t"Oll TH~ TeRM Of Tilil COt<TIlACf
OIIT"IN "ND "'''IKT "IN INSUIlANC~ IN nl~" I.IOUNTS fOIl TH~ conllAUt. sn:crf lED 8ELDW. "rmRDlD IV C01>I' .... ·m:s
.. ITH "." II:.-U·8 I1r.. lUI Tl~ Of' M ' I I. ()II IllCm: It. I.ICI;."S(D Olt "IITIIOIUUD 1 0 TIlAN'J.<cr INSU ..... ~r. l OS' ~ W IN
THL !IT",Tr. Ot· C'O'I."·OIl:o!I ....
(;[Nl:AAl U,,8IUT'l' .INCLUIINO
PUSON.u.INJ\..IlY. lIRQAD ' or.M
MllUMOIIILf UI\BIUT'I'. I1'CI.lIOIf'o(I
"lL """NUl. ",uo. _.o ... .,..w
.... 0fDSI0NAL u.o.BIlITY. r.«':LUOI!OG.
uaOU ...... OONIUIO!<!.
!AA1..I'ItM:1lC1> ('1111-10< "I'PU('AllUL
"SI,> N'.(;i.I()[/o,T ~JOC1I
".000_
" .....
IIOOILY INJUIlY .... ~lIl'1lO1'U1n
TIlE cln Of' ,,,1.0 "LTD 1lI ro K N.'-... [II"' ....... oWIII"riOS"L IS~t'ICUI COt<nt.\CTOIl. "T rn SOt.ECOST .... "1) U'EI"S£.
5HA.l.I. OIIT"'" A..'ill MlJNTIoIN. IN FULL roan ""0 [Ina TH~ TH[ EN111U; THlM OF.>.NY lUSUI.TANT
.o.GIt£DIEXT. 1111! r.o."WIlANCT. COVERAoGf. t«IlEIN Ot:JCll.lIllll. I\<ISUlU'IiO NOT O!'ol Y COIlBACTOIt A..'1J rn SIJ9C()!o,~T""~"TS.
l.I' .>.NY. BUT.u..50. WIT1l 11111 UCI:J'11ON 01' Vo'QIlUI.lI· COMPENSAoTIO"'. EMI'LOvn'S lL\81UTY .-NO ~
I~SUIlANC£.IO"."I~G '" "DDIT1ON~L '..-S\.IlF.D5 on . IT5 cOt. '\CIL "l. ... I(RI, Otl"Jc;[1IS, "Cr.NT1 ....... D l.""""·LI&
I. TNSURA'ICE CO'/[RAGE MUST TNCLlJl)E:
.... ... PROVISION FOIl A WRIITLN mlRTY (30) D"Y ADVANClI SOT1CE TO CITY OF CHANGE IN
CO'/[RAGE OR Of COVERAGE CANCEU.A TION. AND
B. A CONl'RACTlJAL UAIlILITY F.NOORSJ:M[NT PROV1DING INSURANCE COVERAGE FOIl
COlooTRACTOR'S AOREE."IENT TO INDEM NIFY CITY
C. DWUCTlIlLE AMOUNTS IN EXCESS OF SHOl REQUIRIICITY'S PRIOR AI'f'ROVAL.
II CONT"CTOR MUST SUB!>i1T CERTlflCATES(S) OP INSURANCH rVIDrNCING REQUIRW CO'/[RAGE.
III ENDQRSB19."T I'ROVISIONS, Wlnl RliSPI'.CT TO n il! INSURANCE AFFORDED TO "ADDITIONAL
INSUREDS'
.... PRl'IMYCOYEItAGC
Wlnt Rf.sl'ECT TO Cl.A IMS ... RISING 0IJf OF TItE OPERATIONS Of nil! 1'1 .... "'£0 INSURED. INSURANCE AS
MFORD£O BY nns I'Ol..ICY IS I'IU).!ARV ANI> IS NOT AOOlnONAL TO OR CON1lI.lBtlTlNG WITH ....... 'Y OllIEJt
INSURA.'iCE CARRIED IIY OIl t·Ok mE BENEFIT Of m E A[)[)fl"l()WAL INSUREDS
II. CJIOSs U ... IIU,ITY
,_" -a... Now '.)1111
TIlE NAMI"O Of' MORE THAI'< 0/I0.'E I'ERSOS. fIRM. OR aJIIJ'OItAllON AS INSUREDS miDU. TIlE POLICY SHAW.
>:01", fOIl. n iAT REASOS ALOSe. EXTIMlUISH AI<o'Y MlGirrs Of THE I''SlJR[D AGAISST ANOTlfER. BIIT nils
r...:ooasEMOoT. AND mE NMiNO Of Ml.A..n Pt..E ISSUlEDS. SHAU. NOT NCJ.EASE nm TOTAL lIABIUlY Of
TIlE COMMNY UNDI':R THIS POLICY
C !SOI1eE Of CANCEIL\JION
IFnlE POLICY IS CANCELED BEFORE ITS EXI'IUTlCN 0.0.1"£ fOR ANY iU!ASOS OTIIER
TIIA.": THE NOS~A YMENT or l'RE.\Uuw. THE LSSlJING COMf' ....... 'Y SHALL uS!; ITS BaT
£FfQll:TS TO ENDI'.A \"()R. TO PROVIDE aTY AT LEAST A THIRTY (XI) DAY .... 'lUTTEN
NOTICE 8EFOkE me EffECTIVE 0.0. TE OF CASCEllA nos
2 If THE I'Ol.ICY IS CASCELED 8EFORE ITS EXI'1MA noN 0.0.1"£ FOR TIm '«lS·'A YMENT
Of 1'1I.E.\lJUM. TIIE ISSUINGa)MI'ANY SllAU PIlOVlOECITY AT \..£AST A Tf.": (11)) 0.0. Y
W1UTT'EN NOTICE BEFORE nlE EFfECTIVE DA1"£ OF CANCElLI. nos
I'o01'IC£S SIlALI. 8t; MAIL[U 1'0:
ruRc IlAs .... G AND CO'TRACT AD:YII,'iISTIlA TIOS
OTY Of 1'.0.1.0 ALTO
1'.0. BOX II!5t
'AI.OAI.TO.CA J.lltJ
"f --I~ __ .1.1011