HomeMy WebLinkAboutStaff Report 2507-5002CITY OF PALO ALTO
CITY COUNCIL
Monday, December 08, 2025
Council Chambers & Hybrid
5:30 PM
Agenda Item
6.Adopt a resolution authorizing execution of the Professional Services Agreement
between the Northern California Power Agency and the Cities of Palo Alto and Santa
Clara for Electric Transmission, Generation and Regulatory Consulting Services in a Not to
Exceed Amount of $657,500 over a five-year contract term ending December 31, 2030;
CEQA Status: Not a Project.
City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Utilities
Meeting Date: December 8, 2025
Report #:2507-5002
TITLE
Adopt a resolution authorizing execution of the Professional Services Agreement between the
Northern California Power Agency and the Cities of Palo Alto and Santa Clara for Electric
Transmission, Generation and Regulatory Consulting Services in a Not to Exceed Amount of
$657,500 over a five-year contract term ending December 31, 2030; CEQA Status: Not a Project.
RECOMMENDATION
Staff recommends that Council adopt a resolution authorizing the City Manager, or their
designee, to execute the professional services agreement between the Northern California
Power Agency and the Cities of Palo Alto and Santa Clara for electric transmission, generation
and regulatory consulting services for a five-year contract term ending December 31, 2030. The
City’s share of the cost of the contract will not exceed $657,500 over the five-year term.
EXECUTIVE SUMMARY
Northern California Power Agency (NCPA) has a separate contract with Flynn Resource
Consultants, Inc. (Flynn RCI) to provide electric transmission consulting services to Palo Alto and
Santa Clara expiring December 31, 2025. Approval of this agreement will enable a five-year
contract ending in December 2030 for these services after a public procurement selection
process (RFP) in an amount not to exceed $657,500 over the five years for Palo Alto.
NCPA provides contract management services to the Cities of Palo Alto and Santa Clara for
consulting services related to electric transmission issues affecting them both. For consulting
agreements executed by NCPA on behalf of one, or a subset of NCPA members, and to which the
members are not a party, NCPA requires that those members enter into a professional services
agreement with NCPA. The approval of this agreement with NCPA (Exhibit 2 to the Attachment
A) is the subject of this report. In May 2025 NCPA issued an RFP and in June selected Flynn RCI
for a five-year contract (the Flynn RCI contract) through December 2030 for a not-to-exceed total
of $3,250,000 (attached for reference as Exhibit 1 to Attachment A). Palo Alto’s 20% cost share
of the five-year Flynn RCI contract plus NCPA’s contract management fees is $657,500 over five
years or $131,500 per year.
BACKGROUND
Improved reliability of electricity transmission service in and to the Bay Area,
Influenced greater stakeholder engagement in CAISO’s electric transmission planning
process
Advocated CAISO to take on the responsibility of forecasting the rapidly increasing
transmission access charges, and
Participated in the transmission interconnection process, which helped to reduce the
anticipated transmission access charge increases.
Recent activities from the ongoing partnership of BAMx that will continue under the new contract
include participation in proceedings reviewing the investor-owned utilities high-voltage and low-
voltage projected projects and working with the CAISO to refine assumptions built into the
planned transmission investments. A few specific examples include:
Subscriber-Based Model: BAMx was instrumental in advocating for the subscriber-based
model, resulting in $6B in savings across the CAISO transmission system. Now entities
which contract with these remote wind resources in Wyoming and New Mexico will pay
for the additional transmission required. This translates to roughly $30M in savings to
Palo Alto via lower electricity transmission charges.
Generator deliverability challenges: BAMx successfully advocated for changes to the
interconnection queue, resulting in faster interconnection of resources of highest priority
to utilities, as well as savings of $200M- $500M across CAISO, or roughly $1M- $2.5M in
savings to Palo Alto.
Transmission Planning Process of Renewable Portfolios and Busbar mapping: BAMx is
very involved in the resource to the busbar mapping process during CY 2023. This would
have far-reaching benefits in terms of transmission cost containment, perhaps $1B-$3B
in investments, or roughly $5M- $15M in savings to Palo Alto (if achieved).
ANALYSIS
Table 1: Contract Cost Allocation per Year
% Share Flynn Contract NCPA Admin Fee Total
Total 100%$650,000 $7,500 $657,500
The value to the City of participating in BAMx is the continued advocacy for fair and equitable
electric market rules, beneficial electric transmission solutions, and effective stakeholder
participation in electric transmission planning processes. BAMx takes a lead role in advocating
for rigorous analyses in the CAISO’s transmission planning proceedings to build new transmission.
To put this in context, in 2011 the total transmission charge for Palo Alto was about $11.70/MWh,
today it is $33.24/MWh, and it is projected to be about $48.70/MWh in 2030. This represents
about 7.5% per year increase versus the average annual consumer price index of about 2.6% over
the same time period. CAISO approves billions of dollars in capital upgrades each year, and since
the transmission system is complex it requires sustained engagement, modeling and advocacy to
identify oversights and prioritize the most cost-effective solutions. The City’s BAMx membership
allows the City to engage effectively in this process of transmission cost-containment.
FISCAL/RESOURCE IMPACT
ENVIRONMENTAL REVIEW
ATTACHMENTS
APPROVED BY:
NOT YET APPROVED Attachment A
6059703
1
Resolution No. _______
Resolution of the Council of the City of Palo Alto Approving and
Authorizing the City Manager to Execute the Professional Services
Agreement Between the Northern California Power Agency and the
Cities of Palo Alto and Santa Clara For Electric Transmission,
Generation and Regulatory Consulting Services, on Behalf of the City
of Palo Alto in an Amount not to Exceed $657,500 through December
31, 2030
R E C I T A L S
A. The City of Palo Alto (“City”), a municipal utility and a chartered city, is a member of
the Northern California Power Agency (“NCPA”).
B. In 2003, Palo Alto, along with two other NCPA members, the Cities of Alameda and
Santa Clara, formed the Bay Area Municipal Transmission Group (“BAMx”) and requested that
NCPA provide professional consulting services related to electric transmission, power
generation, regulatory issues, and electric market design issues affecting the BAMx members.
C. Since 2003, NCPA has contracted with Flynn Resource Consultants, Inc. (“Flynn RCI”)
to provide these consulting services to the BAMx members.
D. The current contract between NCPA and Flynn RCI expires on December 31, 2025,
and NCPA is planning to execute a new contract with Flynn RCI (Attached for reference as
Exhibit 1), following a competitive selection process, to continue to provide these consulting
services through December 31, 2030.
E. In 2016, the City of Alameda both withdrew from BAMx membership (hereinafter,
references to “BAMx” include the Cities of Palo Alto and Santa Clara).
F. For consulting agreements executed by NCPA on behalf of one, or a subset of, NCPA
members, NCPA requires that those members enter into a Professional Services Agreement
with NCPA.
G. The Professional Services Agreement between the BAMx members and NCPA
(Attached as Exhibit 2), specifies the terms and conditions under which NCPA will procure the
requested professional consulting services from Flynn RCI and allocate charges between the
BAMx members.
The Council of the City of Palo Alto RESOLVES as follows:
SECTION 1. The Council approves and authorizes the City Manager, or his designee, to
execute on behalf of the City of Palo Alto the Professional Services Agreement between the
Northern California Power Agency and the Cities of Palo Alto and Santa Clara for Electric
Transmission, Generation, and Regulatory Consulting services, in an amount not to exceed
NOT YET APPROVED Attachment A
6059703
2
$657,500 for Palo Alto’s share for the five year contract term through December 31, 2030
(Exhibit 2).
SECTION 2. The Council finds that funds to cover the City’s share of the Flynn RCI
services under the BAMx contract with NCPA for the first year of the contract are allocated in
the Electric Fund’s proposed budget for FY 2026.
SECTION 3. The Council finds that the adoption of this resolution does not require
review under the California Environmental Quality Act, because it does not meet the definition
of a “project” under section 21065 of Public Resources Code and section 15378(b)(5) of the
CEQA Guidelines, as an administrative governmental activity which will not cause a direct or
indirect physical change in the environment.
INTRODUCED AND PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
ATTEST:
__________________________
City Clerk
APPROVED AS TO FORM:
___________________________
Assistant City Attorney
___________________________
Mayor
APPROVED:
_____________________________
City Manager
_____________________________
Director of Utilities
Consulting Services Agreement between PM-VEN-2025-004
NCPA and Flynn Resource Consultants, Inc.
Rev’d 10/14/2020 Page 1 of 16
2650865.1
CONSULTING SERVICES AGREEMENT BETWEEN
THE NORTHERN CALIFORNIA POWER AGENCY AND
FLYNN RESOURCE CONSULTANTS INC.
This agreement for consulting services (“Agreement’) is made by and between the Northern
California Power Agency, a joint powers agency with its main office located at 651 Commerce Drive,
Roseville, CA 95678-6420 (“Agency”) and Flynn Resource Consultants Inc., a California corporation, with
its office located at 5440 Edgeview Drive, Discovery Bay, CA 94505 (“Consultant”) (together sometimes
referred to as the “Parties”) as of January 1, 2026 (“Effective Date”) in Roseville, California.
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to Agency the services described in the Scope of Work attached hereto as Exhibit A and
incorporated herein ("Services"), at the time and place and in the manner specified therein.
1.1 Term of Agreement. The term of this Agreement shall begin on the Effective Date and
shall end when Consultant completes the Services, or no later than December 31, 2030
whichever is shorter.
1.2 Standard of Performance. Consultant shall perform the Services in the manner and
according to the standards observed by a competent practitioner of the profession in which
Consultant is engaged and for which Consultant is providing the Services. Consultant
represents that it is licensed, qualified and experienced to provide the Services set forth
herein.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform
the Services. In the event that Agency, in its sole discretion, at any time during the term of
this Agreement, requests the reassignment of any such personnel, Consultant shall,
immediately upon receiving written notice from Agency of such request, work with Agency
to address Agency’s concerns.
1.4 BAMx Members. Agency is entering into this Agreement with Consultant at the request of
certain of its members, the cities of Palo Alto and Santa Clara (“the BAMx Members”), so
that Agency may provide consulting services to the BAMx Members. Agency's provision of
these services is further addressed in the Professional Services Agreement Between
Northern California Power Agency and the Cities of Palo Alto and Santa Clara (the "Bay
Area Municipal Transmission Services Agreement" or "BAMx Agreement") dated as of
January 1, 2026, as such may be amended from time to time.
Section 2. COMPENSATION. Agency hereby agrees to pay Consultant an amount NOT TO
EXCEED Three Million Two Hundred Fifty Thousand Dollars ($3,250,000.00) during the Term of the
Agreement, or Six Hundred Fifty Thousand Dollars ($650,000.00) plus any remaining unused funds from
prior years of the Agreement during each annual period of the Term of the Agreement, for the Services,
which shall include all fees, costs, expenses and other reimbursables, as set forth in Consultant’s fee
schedule, attached hereto and incorporated herein as Exhibit B. (For example, if during the first year the
Exhibit 1
Consulting Services Agreement between PM-VEN-2025-004
NCPA and Flynn Resource Consultants, Inc.
Rev’d 10/14/2020 Page 2 of 16
2650865.1
total payment to Consultant is $600,000, the $50,000 not expended in the first year can be added to the
second year for a total not to exceed amount of $700,000 for the second year.) The NOT TO EXCEED
dollar amount is not a guarantee that Agency will pay the full amount to the Consultant, but is merely a limit
of potential Agency expenditures under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for Services performed and reimbursable costs
incurred prior to the invoice date. Invoices shall contain the following information:
The beginning and ending dates of the billing period;
Services performed; and
The total number of hours of work performed under the Agreement by Consultant
and each employee, agent, and subcontractor of Consultant performing services
hereunder should be itemized by sub-tasks.
Invoices shall be sent to:
Northern California Power Agency
651 Commerce Drive
Roseville, California 95678
Attn: Accounts Payable
AcctsPayable@ncpa.com
2.2 Monthly Payment. Agency shall make monthly payments, based on invoices received,
for Services satisfactorily performed, and for authorized reimbursable costs incurred.
Agency shall have thirty (30) days from the receipt of an invoice that complies with all of
the requirements above to pay Consultant.
2.3 Payment of Taxes. Consultant is solely responsible for the payment of all federal, state
and local taxes, including employment taxes, incurred under this Agreement.
2.4 Authorization to Perform Services. The Consultant is not authorized to perform any
Services or incur any costs whatsoever under the terms of this Agreement until the
Effective Date, and upon receipt of written authorization from the BAMx Members.
2.5 Timing for Submittal of Final Invoice. Consultant shall have ninety (90) days after
completion of its Services to submit its final invoice. In the event Consultant fails to submit
an invoice to Agency for any amounts due within the ninety (90) day period, Consultant is
deemed to have waived its right to collect its final payment from Agency.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole
cost and expense, provide all facilities and equipment that may be necessary to perform the Services.
Exhibit 1
Consulting Services Agreement between PM-VEN-2025-004
NCPA and Flynn Resource Consultants, Inc.
Rev’d 10/14/2020 Page 3 of 16
2650865.1
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement,
Consultant, at its own cost and expense, shall procure the types and amounts of insurance listed below and
shall maintain the types and amounts of insurance listed below for the period covered by this Agreement.
4.1 Workers’ Compensation. If Consultant employs any person, Consultant shall maintain
Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any
and all persons employed directly or indirectly by Consultant with limits of not less than
one million dollars ($1,000,000.00) per accident.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 Commercial General Insurance. Consultant shall maintain commercial general
liability insurance for the term of this Agreement, including products liability,
covering any loss or liability, including the cost of defense of any action, for bodily
injury, death, personal injury and broad form property damage which may arise out
of the operations of Consultant. The policy shall provide a minimum limit of
$1,000,000 per occurrence/$2,000,000 aggregate. Commercial general coverage
shall be at least as broad as ISO Commercial General Liability form CG 0001
(current edition) on "an occurrence" basis covering comprehensive General
Liability, with a self-insured retention or deductible of no more than $100,000. No
endorsement shall be attached limiting the coverage.
4.2.2 Automobile Liability. If Consultant owns any automobiles, Consultant shall
maintain automobile liability insurance form CA 0001 (current edition) for the term
of this Agreement covering any loss or liability, including the cost of defense of any
action, arising from the operation, maintenance or use of any vehicle (symbol 1),
owned by the Consultant, on or off Agency premises. The policy shall provide a
minimum limit of $1,000,000 per each accident, with a self-insured retention or
deductible of no more than $100,000. This insurance shall provide contractual
liability covering all motor vehicles and mobile equipment to the extent coverage
may be excluded from general liability insurance.
4.2.3 General Liability/Umbrella Insurance. The coverage amounts set forth above
may be met by a combination of underlying and umbrella policies as long as in
combination the limits equal or exceed those stated.
4.4 All Policies Requirements.
4.4.1 Verification of coverage. Prior to beginning any work under this Agreement,
Consultant shall provide Agency with (1) a Certificate of Insurance that
demonstrates compliance with all applicable insurance provisions contained herein
and (2) policy endorsements to the policies referenced in Section 4.2, adding the
Exhibit 1
Consulting Services Agreement between PM-VEN-2025-004
NCPA and Flynn Resource Consultants, Inc.
Rev’d 10/14/2020 Page 4 of 16
2650865.1
Agency and the BAMx Members as an additional insured and declaring such
insurance primary in regard to work performed pursuant to this Agreement.
4.4.2 Notice of Reduction in or Cancellation of Coverage. Consultant shall provide
at least thirty (30) days prior written notice to Agency of any reduction in scope or
amount, cancellation, or modification adverse to Agency of the policies referenced
in Section 4.
4.4.3 Higher Limits. If Consultant maintains higher limits than the minimums specified
herein, the Agency shall be entitled to coverage for the higher limits maintained by
the Consultant.
4.5 Waiver of Subrogation. Consultant agrees to waive subrogation which any insurer of
Consultant may acquire from Consultant by virtue of the payment of any loss. Consultant
agrees to obtain any endorsement that may be necessary to effect this waiver of
subrogation. The Workers' Compensation policy shall be endorsed with a waiver of
subrogation in favor of Agency for all work performed by Consultant, its employees, agents
and subcontractors.
4.6 Consultant's Obligation. Consultant shall be solely responsible for ensuring that all
equipment, vehicles and other items utilized in the performance of Services are operated,
provided or otherwise utilized in a manner that ensues they are and remain covered by the
policies referenced in Section 4 during this Agreement. Consultant shall also ensure that
all workers involved in the provision of Services are properly classified as employees,
agents or independent contractors and are and remain covered by any and all workers'
compensation insurance required by applicable law during this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES.
5.1 Effect of Insurance. Agency's acceptance of insurance certificates and endorsements
required under this Agreement does not relieve Consultant from liability under this
indemnification and hold harmless clause. This indemnification and hold harmless clause
shall apply to any damages or claims for damages whether or not such insurance policies
shall have been determined to apply. By execution of this Agreement, Consultant
acknowledges and agrees to the provisions of this Section and that it is a material element
of consideration.
5.2 Scope. Consultant shall indemnify, defend with counsel reasonably acceptable to the
Agency, and hold harmless the Agency, and its officials, commissioners, officers,
employees, the BAMx Members, agents and volunteers from and against all losses,
liabilities, claims, demands, suits, actions, damages, expenses, penalties, fines, costs
(including without limitation costs and fees of litigation), judgments and causes of action of
every nature arising out of or in connection with any acts or omissions by Consultant, its
Exhibit 1
Consulting Services Agreement between PM-VEN-2025-004
NCPA and Flynn Resource Consultants, Inc.
Rev’d 10/14/2020 Page 5 of 16
2650865.1
officers, officials, agents, and employees, except as caused by the sole or gross
negligence of Agency.
Notwithstanding, should this Agreement be construed as a construction agreement under
Civil Code section 2783, then the exception referenced above shall also be for the active
negligence of Agency.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. Consultant is an independent contractor and not an employee
of Agency. Agency shall have the right to control Consultant only insofar as the results of
Consultant's Services and assignment of personnel pursuant to Section 1; otherwise,
Agency shall not have the right to control the means by which Consultant accomplishes
Services rendered pursuant to this Agreement. Notwithstanding any other Agency, state,
or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of
its employees, agents, and subcontractors providing services under this Agreement shall
not qualify for or become entitled to, and hereby agree to waive any and all claims to, any
compensation, benefit, or any incident of employment by Agency, including but not limited
to eligibility to enroll in the California Public Employees Retirement System (PERS) as an
employee of Agency and entitlement to any contribution to be paid by Agency for employer
contributions and/or employee contributions for PERS benefits.
Consultant shall indemnify, defend, and hold harmless Agency for the payment of any
employee and/or employer contributions for PERS benefits on behalf of Consultant or its
employees, agents, or subcontractors, as well as for the payment of any penalties and
interest on such contributions, which would otherwise be the responsibility of Agency.
Consultant and Agency acknowledge and agree that compensation paid by Agency to
Consultant under this Agreement is based upon Consultant’s estimated costs of providing
the Services, including salaries and benefits of employees, agents and subcontractors of
Consultant.
Consultant shall indemnify, defend, and hold harmless Agency from any lawsuit,
administrative action, or other claim for penalties, losses, costs, damages, expense and
liability of every kind, nature and description that arise out of, pertain to, or relate to such
claims, whether directly or indirectly, due to Consultant’s failure to secure workers’
compensation insurance for its employees, agents, or subcontractors.
Consultant agrees that it is responsible for the provision of group healthcare benefits to its
fulltime employees under 26 U.S.C. § 4980H of the Affordable Care Act. To the extent
permitted by law, Consultant shall indemnify, defend and hold harmless Agency from any
penalty issued to Agency under the Affordable Care Act resulting from the performance of
the Services by any employee, agent, or subcontractor of Consultant.
Exhibit 1
Consulting Services Agreement between PM-VEN-2025-004
NCPA and Flynn Resource Consultants, Inc.
Rev’d 10/14/2020 Page 6 of 16
2650865.1
6.2 Consultant Not Agent. Except as Agency may specify in writing, Consultant shall have
no authority, express or implied, to act on behalf of Agency in any capacity whatsoever as
an agent. Consultant shall have no authority, express or implied, pursuant to this
Agreement to bind Agency to any obligation whatsoever.
6.3 Assignment and Subcontracting. This Agreement contemplates personal performance
by Consultant and is based upon a determination of Consultant’s unique professional
competence, experience, and specialized professional knowledge. A substantial
inducement to Agency for entering into this Agreement was and is the personal reputation
and competence of Consultant. Consultant may not assign this Agreement or any interest
therein without the prior written approval of the Agency. Consultant shall not subcontract
any portion of the performance contemplated and provided for herein, other than to the
subcontractors identified in Exhibit A, without prior written approval of the Agency. Where
written approval is granted by the Agency, Consultant shall supervise all work
subcontracted by Consultant in performing the services and shall be responsible for all
work performed by a subcontractor as if Consultant itself had performed such work. The
subcontracting of any work to subcontractors shall not relieve Consultant from any of its
obligations under this Agreement with respect to the services and Consultant is obligated
to ensure that any and all subcontractors performing any services shall be fully insured in
all respects and to the same extent as set forth under Section 4, to Agency’s satisfaction.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant and its subcontractors and agents, if any,
shall comply with all laws applicable to the performance of the work hereunder.
7.3 Licenses and Permits. Consultant represents and warrants to Agency that Consultant
and its employees, agents, and subcontractors (if any) have and will maintain at their sole
expense during the term of this Agreement all licenses, permits, qualifications, and
approvals of whatever nature that are legally required to practice their respective
professions.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. Agency may cancel this Agreement at any time and without cause upon ten
(10) days prior written notice to Consultant.
In the event of termination, Consultant shall be entitled to compensation for Services
satisfactorily completed as of the effective date of termination; Agency, however, may
condition payment of such compensation upon Consultant delivering to Agency any or all
records or documents, as referenced in Section 9.1 hereof.
Exhibit 1
Consulting Services Agreement between PM-VEN-2025-004
NCPA and Flynn Resource Consultants, Inc.
Rev’d 10/14/2020 Page 7 of 16
2650865.1
8.2 Amendments.
8.2.1 The Parties may amend this Agreement only by a writing signed by all the Parties.
8.3 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between Agency and Consultant shall
survive the termination of this Agreement.
8.4 Options upon Breach by Consultant. If Consultant materially breaches any of the terms
of this Agreement, including but not limited to those set forth in Section 4, Agency’s
remedies shall include, but not be limited to, the following:
8.4.1 Immediately terminate the Agreement;
8.4.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement; and
8.4.3 Retain a different consultant to complete the Services not finished by Consultant.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications,
records, files, or any other documents or materials, in electronic or any other form, that
Consultant prepares or obtains pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the Agency. Consultant hereby agrees to
deliver those documents to the Agency upon termination of the Agreement. Agency and
Consultant agree that, unless approved by Agency in writing, Consultant shall not release
to any non-parties to this Agreement any data, plans, specifications, reports and other
documents.
9.2 Consultant’s Books and Records. Consultant shall maintain any and all records or other
documents evidencing or relating to charges for Services or expenditures and
disbursements charged to the Agency under this Agreement for a minimum of three (3)
years, or for any longer period required by law, from the date of final payment to the
Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that this Agreement
requires Consultant to maintain shall be made available for inspection, audit, and/or
copying at any time during regular business hours, upon oral or written request of the
Agency. Under California Government Code Section 8546.7, if the amount of public funds
expended under this Agreement exceeds ten thousand dollars ($10,000.00), the
Exhibit 1
Consulting Services Agreement between PM-VEN-2025-004
NCPA and Flynn Resource Consultants, Inc.
Rev’d 10/14/2020 Page 8 of 16
2650865.1
Agreement shall be subject to the examination and audit of the State Auditor, at the
request of Agency or as part of any audit of the Agency, for a period of three (3) years after
final payment under the Agreement.
9.4 Confidential Information and Disclosure.
9.4.1 Confidential Information. The term "Confidential Information", as used herein,
shall mean any and all confidential, proprietary, or trade secret information,
whether written, recorded, electronic, oral or otherwise, where the Confidential
Information is made available in a tangible medium of expression and marked in a
prominent location as confidential, proprietary and/or trade secret information.
Confidential Information shall not include information that: (a) was already known
to the Receiving Party or is otherwise a matter of public knowledge, (b) was
disclosed to Receiving Party by a third party without violating any confidentiality
agreement, (c) was independently developed by Receiving Party without reverse
engineering, as evidenced by written records thereof, or (d) was not marked as
confidential Information in accordance with this section.
9.4.2 Non-Disclosure of Confidential Information. During the term of this Agreement,
either party may disclose ("The Disclosing Party") confidential Information to the
other party ("the Receiving Party"). The Receiving Party: (a) shall hold the
Disclosing Party's Confidential Information in confident; and (b) shall take all
reasonable steps to prevent any unauthorized possession, use, copying, transfer
or disclosure of such Confidential Information.
9.4.3 Permitted Disclosure. Notwithstanding the foregoing, the following disclosures of
Confidential Information are allowed. Receiving Party shall endeavor to provide
prior written notice to Disclosing Party of any permitted disclosure made pursuant
to Section 9.4.3.2 or 9.4.3.3. Disclosing Party may seek a protective order,
including without limitation, a temporary restraining order to prevent or contest
such permitted disclosure; provided, however, that Disclosing Party shall seek
such remedies at its sole expense. Neither party shall have any liability for such
permitted disclosures:
9.4.3.1 Disclosure to employees, agents, consultants, contractors, subcontractors
or other representatives of Receiving Party that have a need to know in
connection with this Agreement.
9.4.3.2 Disclosure in response to a valid order of a court, government or
regulatory agency or as may otherwise be required by law; and
9.4.3.3 Disclosure by Agency in response to a request pursuant to the California
Public Records Act.
Exhibit 1
Consulting Services Agreement between PM-VEN-2025-004
NCPA and Flynn Resource Consultants, Inc.
Rev’d 10/14/2020 Page 9 of 16
2650865.1
9.4.4 Handling of Confidential Information. Upon conclusion or termination of the
Agreement, Receiving Party shall return to Disclosing Party or destroy Confidential
Information (including all copies thereof) upon termination of this Agreement, if
requested by Disclosing Party in writing. Notwithstanding the foregoing, the
Receiving Party may retain copies of such Confidential Information, subject to the
confidentiality provisions of this Agreement: (a) for archival purposes in its
computer system; (b) in its legal department files; and (c) in files of Receiving
Party's representatives where such copies are necessary to comply with
applicable law. Party shall not disclose the Disclosing Party’s Information to any
person other than those of the Receiving Party’s employees, agents, consultants,
contractors and subcontractors who have a need to know in connection with this
Agreement.
Section 10. MISCELLANEOUS PROVISIONS.
10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for
declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing
party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which
that party may be entitled. The court may set such fees in the same action or in a
separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the Parties agree that trial of such action shall be vested exclusively in the
state courts of California in the County of Placer or in the United States District Court for
the Eastern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the Parties.
10.6 Conflict of Interest. Consultant may serve other clients, but none whose activities within
the corporate limits of Agency or whose business, regardless of location, would place
Exhibit 1
Consulting Services Agreement between PM-VEN-2025-004
NCPA and Flynn Resource Consultants, Inc.
Rev’d 10/14/2020 Page 10 of 16
2650865.1
Consultant in a “conflict of interest,” as that term is defined in the Political Reform Act,
codified at California Government Code Section 81000 et seq.
Consultant shall not employ any Agency official in the work performed pursuant to this
Agreement. No officer or employee of Agency shall have any financial interest in this
Agreement that would violate California Government Code Sections 1090 et seq.
10.7 Contract Administrator. This Agreement shall be administered by Tony Zimmer,
Assistant General Manager, or his/her designee, who shall act as the Agency’s
representative. All correspondence shall be directed to or through the representative.
10.8 Notices.
Any written notice to Consultant shall be sent to:
Doug Boccignone
Flynn Resource Consultants Inc.
5440 Edgeview Drive
Discovery Bay, CA 94505
Any written notice to Agency shall be sent to:
Randy S. Howard
General Manager
Northern California Power Agency
651 Commerce Drive
Roseville, CA 95678
With a copy to:
Jane Luckhardt
General Counsel
Northern California Power Agency
651 Commerce Drive
Roseville, CA 95678
10.9 Professional Seal. Where applicable in the determination of the Agency, the first page of
a technical report, first page of design specifications, and each page of construction
drawings shall be stamped/sealed and signed by the licensed professional responsible for
the report/design preparation.
10.10 Integration; Incorporation. This Agreement, including all the Exhibits attached hereto,
represents the entire and integrated agreement between Agency and Consultant and
Exhibit 1
Consulting Services Agreement between PM-VEN-2025-004
NCPA and Flynn Resource Consultants, Inc.
Rev’d 10/14/2020 Page 11 of 16
2650865.1
supersedes all prior negotiations, representations, or agreements, either written or oral. All
Exhibits attached hereto are incorporated by reference herein.
10.11 Alternative Dispute Resolution. If any dispute arises between the Parties that cannot be
settled after engaging in good faith negotiations, Agency and Consultant agree to resolve
the dispute in accordance with the following:
10.11.1 Each party shall designate a senior management or executive level
representative to negotiate any dispute.
10.11.2 The representatives shall attempt, through good faith negotiations, to
resolve the dispute by any means within their authority.
10.11.3 If the issue remains unresolved after fifteen (15) days of good faith
negotiations, the Parties shall attempt to resolve the disagreement by
negotiation between legal counsel. If the above process fails, the Parties
shall resolve any remaining disputes through mediation to expedite the
resolution of the dispute.
10.11.4 The mediation process shall provide for the selection within fifteen (15)
days by both Parties of a disinterested third person as mediator, shall be
commenced within thirty (30) days and shall be concluded within fifteen
(15) days from the commencement of the mediation.
10.11.5 The Parties shall equally bear the costs of any third party in any
alternative dispute resolution process.
10.11.6 The alternative dispute resolution process is a material condition to this
Agreement and must be exhausted as an administrative remedy prior to
either Party initiating legal action. This alternative dispute resolution
process is not intended to nor shall be construed to change the time
periods for filing a claim or action specified by Government Code §§ 900
et seq.
10.12 Controlling Provisions. In the case of any conflict between the terms of this Agreement
and the Exhibits hereto, and Consultant's Proposal (if any), the Agreement shall control. In
the case of any conflict between the Exhibits hereto and the Consultant's Proposal, the
Exhibits shall control.
10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be an original and all of which together shall constitute one agreement.
Exhibit 1
Consulting Services Agreement between PM-VEN-2025-004
NCPA and Flynn Resource Consultants, Inc.
Rev’d 10/14/2020 Page 12 of 16
2650865.1
10.14 Construction of Agreement. Each party hereto has had an equivalent opportunity to
participate in the drafting of the Agreement and/or to consult with legal counsel. Therefore,
the usual construction of an agreement against the drafting party shall not apply hereto.
10.15 No Third Party Beneficiaries. This Agreement is made solely for the benefit of the
parties hereto, with no intent to benefit any non-signator third parties.
Exhibit 1
Consulting Services Agreement between PM-VEN-2025-004
NCPA and Flynn Resource Consultants, Inc.
Rev’d 10/14/2020 Page 13 of 16
2650865.1
The Parties have executed this Agreement as of the date signed by the Agency.
NORTHERN CALIFORNIA POWER AGENCY FLYNN RESOURCE CONSULTANTS INC.
Date: _______________________ Date: _________________________
____________________________ ______________________________
Randy S. Howard, General Manager Douglas A. Boccignone, President
Attest:
____________________________
Assistant Secretary of the Commission
Approved as to Form:
____________________________
Jane E. Luckhardt, General Counsel
Exhibit 1
Consulting Services Agreement between PM-VEN-2025-004
NCPA and Flynn Resource Consultants, Inc.
Rev’d 10/14/2020 Page 14 of 16
2650865.1
EXHIBIT A
SCOPE OF WORK
Agency is entering into this Agreement with Consultant at the request of the BAMx Members, so that the
Agency may assist the BAMx Members in securing access to consulting services related to electric
transmission, power generation, regulatory and electric market design issues affecting the BAMx Members.
Agency's primary role as to the Services provided under this Agreement is to act as contract administrator
and billing agent on behalf of the BAMx Members, as further described in the BAMx Agreement.
For the purpose of administering this Agreement, each BAMx Member shall be represented by a
designated representative (“Representative”). During the term of this Agreement, the BAMx Member
Representatives are responsible for coordinating all requests for Services made to Consultant, and shall
manage all related activities as further described herein.
The BAMx Member Representatives are listed below:
• Basil Wong, City of Santa Clara
• Lena Perkins , City of Palo Alto
At any time a BAMx Member may designate a new or alternative Representative by providing written notice
of such designation to Agency and Consultant.
The BAMx Members and Consultant intend to pursue the activities listed below during the term of this
Agreement. Such activities will include monitoring, meeting participation, coordinating with affected or
other participating parties, and, as necessary, preparing and submitting formal position submittals. The
Services include, but are not limited to the following:
1. Grid Planning Activities:
a. CAISO Regionalization Process, Transmission Access Charge, Governance and Resource
Adequacy;
i. Coordination with the California Municipal Utilities Association and Northern California
Power Agency on these activities
b. CAISO/PG&E annual transmission expansion planning process;
c. Support or oppose specific transmission additions;
d. Greater Bay Area long term studies;
e. CAISO local capacity technical study process;
f. Other regional and sub-regional transmission planning activities;
g. CAISO Tariff and BPM Change Management Process;
h. Generator Interconnection Procedure;
i. Transmission cost minimization;
j. Impacts due to potential generation retirements;
k. Transmission for renewables deliverability issues; and
l. Tracy to Bay development
Exhibit 1
Consulting Services Agreement between PM-VEN-2025-004
NCPA and Flynn Resource Consultants, Inc.
Rev’d 10/14/2020 Page 15 of 16
2650865.1
2. CPUC and CEC transmission matters:
a. Integrated Energy Policy Report;
b. IRP Proceeding
c. IOU Transmission Review Process
d. Resource adequacy issues;
e. Renewable Portfolio Standard issues;
f. Long Term Procurement issues;
g. Approval of CPCNs and PTCs for new transmission lines; and
h. Renewable Energy Transmission Initiative (RETI 2.0).
3. CAISO Market Issues:
a. CAISO markets proceedings and implementation matters;
b. Resource Adequacy / Local Capacity/ Flexible Capacity/ Deliverability;
c. LMP congestion and losses incidence and impacts; and
d. Regionalization and New Participating Transmission Owner Issues.
4. Communicate Regularly with BAMx Members:
a. Client meetings, telephone conferences and written summaries of activities on key issues.
Exhibit 1
Consulting Services Agreement between PM-VEN-2025-004
NCPA and Flynn Resource Consultants, Inc.
Rev’d 10/14/2020 Page 16 of 16
2650865.1
EXHIBIT B
COMPENSATION SCHEDULE AND HOURLY FEES
Compensation for all Services performed pursuant to this Agreement, including hourly fees and expenses,
shall not exceed the amount specified in Section 2 of this Agreement. The compensation schedule and
hourly fees for Services are as follows:
Labor Category Jan ’26-
Dec ‘26
Jan ’27-
Dec ‘27
Jan ’28-
Dec ‘28
Jan ’29-
Dec ‘29
Jan ’30-
Dec ‘30
For any month during which Consultant’s provision of Services causes Consultant to use specialized
modeling software and/or tools, the following charges shall apply:
Specialized software costs that exceed the above amounts may be billed with the prior approval of the
BAMx Member Representatives.
Travel (at coach rates), food, and miscellaneous expenses, except automobile mileage, associated with the
provision of Services hereunder shall be billed at cost. Automobile mileage shall be billed at the current
rate as approved by the Internal Revenue Service.
NOTE: Notwithstanding the foregoing, as a public agency, Agency shall not reimburse Consultant for travel,
food and related costs in excess of those permitted by the Internal Revenue Service.
Exhibit 1
1
BAMx PROFESSIONAL SERVICES AGREEMENT PM-AGY-2025-002
PROFESSIONAL SERVICES AGREEMENT BETWEEN
NORTHERN CALIFORNIA POWER AGENCY
AND THE CITIES OF PALO ALTO AND SANTA CLARA
(THE "BAY AREA MUNICIPAL TRANSMISSION SERVICES AGREEMENT" OR "BAMx
AGREEMENT")
This Professional Services Agreement (“Agreement”) is made by and between the Northern
California Power Agency (“NCPA”), a joint powers agency, and the Cities of Palo Alto and Santa
Clara (each referred to as a "Contracting Member" and jointly referred to as “Contracting Members”
or "BAMx Participants"). NCPA and the Contracting Members are together sometimes referred to
herein individually as a “Party” and collectively as “the Parties.”
This Agreement is made as of January 1, 2026 (the “Effective Date”) in Roseville, California.
Section 1. RECITALS
This Agreement is entered into based on the following facts, among others:
1.1 NCPA is a public agency created by a joint powers agreement established under
California law for the purpose of assisting its members in the efficient use of their common powers.
1.2 Contracting Members are engaged in, among other things, transmitting and
distributing electric power within their respective corporate limits. Contracting Members are also
each a member of NCPA. Contracting Members jointly desire that NCPA provide Contracting
Members with the Services described in this Agreement.
1.3 Article III, section 3 of the “Amended and Restated Northern California Power
Agency Joint Powers Agreement” (as amended and effective January 1, 2008) (hereinafter “JPA”)
entitled “Powers and Functions” provides that "none of the debts, liabilities or obligations of NCPA
shall be the debts, liabilities or obligations of any of the members of NCPA unless assumed in a
particular case by resolution of the governing body of the member to be charged." Notwithstanding
the foregoing, Article V, section 2 of the JPA entitled “General Provisions” provides that “[t]he
governing Commission of NCPA is authorized to procure public liability and other insurance as it
deems advisable to protect NCPA and each of the parties hereto, charging the cost thereof to the
operating costs of NCPA.”
1.4 Contracting Members desire to secure NCPA’s Services under this Agreement in a
manner that balances their interests and the interests of other NCPA Members with the ongoing
financial viability and professional responsibilities of NCPA. Accordingly, Contracting Members
desire to secure NCPA’s Services under this Agreement by accepting a limited insurance based
recourse against NCPA, with the option of procuring additional insurance at Contracting Members'
sole expense. By so doing, the Parties thereby ensure that NCPA will substantially limit its risk for
the provision of such Services and allocates risks back to the Contracting Members in the event
NCPA is not adequately insured.
Exhibit 2
2
BAMx PROFESSIONAL SERVICES AGREEMENT PM-AGY-2025-002
1.5 The Parties have previously entered into a professional services agreement for this
same purpose dated as of January 1, 2021 (“the Prior Agreement”) the term of which ends on
December 31, 2025.
NOW THEREFORE, in consideration of the mutual covenants and promises set forth, NCPA
and Contracting Members agree as follows:
Section 2. DEFINITIONS
Whenever used in this Agreement with initial capitalization, these terms shall have the
following meanings as applicable, whether in the singular or plural:
2.1 “Consultant” shall mean Flynn Resource Consultants Inc.
2.2 “Consulting Services Agreement” shall mean the Consulting Services Agreement
Between the Northern California Power Agency and Flynn Resource Consultants Inc., dated as of
January 1, 2026, as such may be amended from time to time.
2.3 “Good Utility Practice” shall mean any of the practices, methods and acts engaged
in or approved by a significant portion of the electric utility industry during the relevant time period,
or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of
the facts known at the time the decision was made, could have been expected to accomplish the
desired result of the lowest reasonable cost consistent with good business practices, reliability,
safety and expedition and the requirements of the Northern American Electric Reliability
Corporation ("NERC") or Western Electric Coordinating Council ("WECC") Good Utility Practice is
not intended to be limited to the optimum practice, method, or act to the exclusion of all others, but
rather to be acceptable practices, methods, or acts generally accepted in the region.
2.4 “NCPA Members” shall mean the signatories to the JPA or those agencies which
have executed an Associate Member Agreement with NCPA.
2.5 “Stranded Costs” shall mean all costs incurred by NCPA in providing Services to
Contracting Members under this Agreement that could not reasonably be avoided by NCPA from
the date it receives a written Notice of Termination. Such costs may include, but not be limited to,
salary and employment costs, rent, utilities, or contracts incurred to provide Services under this
Agreement. In this regard, Contracting Members acknowledge that NCPA will be entering into
professional services agreements with third persons under the terms of this Agreement, and that
sums owing to such third persons may become Stranded Costs upon termination of this
Agreement.
2.6 “Uncontrollable Forces” shall mean any act of God, labor disturbance, act of the
public enemy, war, insurrection, riot, fire, storm, flood, earthquake, explosion, any curtailment,
order, regulation or restriction imposed by governmental, military or lawfully established civilian
authorities or any other cause beyond the reasonable control which could not be avoided through
the exercise of Good Utility Practice.
Exhibit 2
3
BAMx PROFESSIONAL SERVICES AGREEMENT PM-AGY-2025-002
Section 3. SERVICES TO BE PROVIDED; AUTHORIZED REPRESENTATIVES; STANDARD
OF PERFORMANCE
3.1 This Agreement is entered into by the Parties in order for NCPA to provide services
to Contracting Members for the services described in Exhibit A hereto (“Services”). The Services
do not include supervision of the performance of any of the third persons with whom contracts are
entered into; such supervision shall be provided by the Contracting Members.
3.2 The following are the authorized representatives of the Parties (“Authorized
Representatives”) for contract administration purposes under this Agreement:
NCPA:
Tony Zimmer, Tony.Zimmer@ncpa.com
Assistant General Manager
Northern California Power Agency
651 Commerce Drive
Roseville, CA 95678
916-781-4227
Fax 916-783-7693
PALO ALTO:
Lena Perkins, Lena.Perkins@paloalto.gov
Emerging Technologies Program Manager
City of Palo Alto
P.O. Box 10250
Palo Alto, CA 94303
650-329-2539
Fax: 650-326-1507
SANTA CLARA:
Paulo Apolinario, papolinario@SantaClaraCA.gov
Electric Division Manager
881 Martin Ave.
Santa Clara, CA 95050
408-615-6630
No Authorized Representative is authorized to amend any provision of this Agreement except
in accordance with Section 12.16.
3.3 Standard of Performance. NCPA will perform the Services using that level of skill
and attention reasonably required to complete the Services in a competent and timely manner.
3.4 Assignment of Personnel. NCPA shall assign only competent personnel to perform
Services pursuant to this Agreement. In the event that Contracting Members, in their sole
discretion, at any time during the term of this Agreement, jointly desire the reassignment of any
such persons, NCPA shall, immediately upon receiving notice from each Contracting Member of
such desire of the Contracting Members, reassign such person or persons.
Exhibit 2
4
BAMx PROFESSIONAL SERVICES AGREEMENT PM-AGY-2025-002
3.5 Time. NCPA shall devote such time to the performance of Services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance provided in
Section 3.3, above and to satisfy NCPA’s obligations hereunder.
Section 4. TERM AND TERMINATION
4.1 Authorization to Perform Services. NCPA is not authorized to perform any Services
or incur any costs whatsoever under the terms of this Agreement until its receipt of a written
resolution and/or other appropriate/applicable authorization from each Contracting Member’s
governing body confirming each Contracting Member’s authority to enter into this Agreement and
confirming that each Contracting Member has allocated funds for and approved contract payments
to NCPA under this Agreement.
4.2 Term. The term of this Agreement shall begin on the Effective Date and shall end
on December 31, 2030.
4.3 Early Termination and Stranded Costs. This Agreement may be terminated by
either NCPA or by the Contracting Members, upon 30 days written notice to all other Parties
(“Notice of Termination”). Provided, however, that a Notice of Termination on behalf of the
Contracting Members shall be executed by each Contracting Member to be effective.
In the event of an early termination, Contracting Members shall pay NCPA for all fees and
costs required under this Agreement through the effective date of their Notice of Termination plus
all Stranded Costs. Upon payment of the above amounts, no Parties shall have any further
obligations under this Agreement except as otherwise set forth in Section 5.7 regarding the survival
of defense and indemnity obligations.
Section 5. INDEMNITY AND INSURANCE
5.1 Limitation of NCPA’s Liability.
5.1.1 Except as provided in this section 5.1, NCPA shall not at any time be liable for
any injury or damage occurring to Contracting Members or any other person or property from any
cause whatsoever arising out of this Agreement.
5.1.2 The provisions of section 5.1.1 shall not apply where the injury or damage
occurring to Contracting Members is caused by the negligence of NCPA or of any employee, agent
or contractor of NCPA; provided that any liability under this subsection is limited to the extent of the
actual coverage and coverage limits of the NCPA insurance policies described in this Section 5.
5.1.3 Notwithstanding Section 5.1.2 above, the Contracting Members agree to
reimburse NCPA, in a timely manner, for all deductibles and/or self-insured retentions payable for
any claim, liability or damage arising out of this Agreement.
5.2 Indemnification of NCPA. Except as specified in Section 5.1.2 above, Contracting
Members shall, at their sole cost and expense, indemnify and hold harmless NCPA and all
associated, affiliated, allied, member and subsidiary entities of NCPA, now existing or hereinafter
Exhibit 2
5
BAMx PROFESSIONAL SERVICES AGREEMENT PM-AGY-2025-002
created, and their respective officers, boards, commissions, employees, agents, attorneys, and
contractors (hereinafter referred to as “Indemnitees”), from and against any and all liability,
obligation, damages, penalties, claims, liens, costs, charges, losses and expenses (including,
without limitation, reasonable fees and expenses of attorneys, expert witnesses and consultants),
which may be imposed upon, incurred by or be asserted against the Indemnitees arising out of this
Agreement.
5.3 Defense of Indemnitees. In the event any action or proceeding shall be brought
against the Indemnitees by reason of any matter for which the Indemnitees are indemnified
hereunder, Contracting Members shall, upon reasonable prior written notice from any of the
Indemnitees, at Contracting Members' sole cost and expense, resist and defend the same with
legal counsel mutually selected by Indemnitee and the Contracting Members, unless mutual
selection of counsel is expressly prohibited by an applicable insurance policy; provided however,
that neither Indemnitee nor Contracting Members shall admit liability in any such matter or on
behalf of the other without express written consent, which consent shall not be unreasonably
withheld or delayed, nor enter into any compromise or settlement of any claim for which
Indemnitees are indemnified hereunder without prior express written consent. The Contracting
Members' duty to defend shall begin upon receipt of a written notice identifying with specificity the
allegations that give rise to this duty to defend.
5.4 Notice. The Parties shall give each other prompt notice of the making of any claim
or the commencement of any action, suit or other proceeding covered by the provisions of this
Section 5.
5.5 Insurance. During the term of the Agreement and prior to beginning any work
under this Agreement, NCPA shall maintain, or cause to be maintained, in full force and effect, and
at its sole cost and expense, the types and limits of insurance as are annually approved by the
governing Commission of NCPA. NCPA warrants and represents that the types of insurance and
coverage limits that are approved by the governing Commission of NCPA are in full force and
effect and shall remain so during the term of this Agreement unless NCPA gives prior written
notification (of not less than 15 days) of modification, cancellation or rescission of such coverage.
To the extent that NCPA uses a Consultant to perform the Services , NCPA shall cause the
Consultant to name the Contracting Members as Additional Insured and ensure Contractor
maintain its insurance in full force and effect through the term of this Agreement.
5.6 Contracting Members' Acknowledgment of Option to Secure Additional Insurance.
The Contracting Members acknowledge that there are limitations on NCPA’s liability to the
Contracting Members under this Section 5 and that the Contracting Members may need to
purchase additional insurance of their own to cover the additional risks and the potential additional
liabilities they are assuming under this Agreement. Contracting Members agree that they will, with
respect to any additional insurance they obtain or which is otherwise available to Contracting
Members, cause their insurers to issue an endorsement providing a waiver of subrogation rights as
to Indemnitees.
5.7 Survival of Obligations. The defense and indemnity obligations of Section 5 shall
survive the termination of this Agreement.
Exhibit 2
6
BAMx PROFESSIONAL SERVICES AGREEMENT PM-AGY-2025-002
Section 6. COMPENSATION
6.1 Charges for Services. Charges for the Services and those services performed by
Consultant shall be billed separately to each Contracting Member in accordance with Exhibit B of
this Agreement.
6.2 Security Deposit. Contracting Members shall each maintain on deposit in its
General Operating Reserve Account held at NCPA the sum of Zero Dollars ($0) as security to
NCPA for liabilities NCPA could incur under this Agreement. Contracting Members hereby
authorize NCPA to reserve and commit this sum in its General Operating Reserve Account for the
payment of the aforementioned liabilities should same become necessary. Interest on monies held
by NCPA pursuant to this section shall be credited in accordance with the then standard practices
of NCPA relating to the General Operating Reserve Account.
Section 7. BILLING AND PAYMENT
7.1 Invoices. NCPA shall submit invoices to Contracting Members, not more often than
once a month during the term of this Agreement, for Services performed and reimbursable costs
incurred prior to the invoice date.
7.2 Monthly Payment. Contracting Members shall make monthly payments, based on
invoices received, for Services performed, and for authorized reimbursable costs incurred.
Contracting Members shall have thirty (30) days from the receipt of an invoice that complies with all
of the requirements above to pay NCPA. Any amount due on a day other than a business day, i.e.,
any day except a Saturday, Sunday, or a Federal Reserve Bank holiday, may be paid on the
following business day.
If all or any portion of a bill is disputed by Contracting Members, the entire amount of the bill
shall be paid when due, and NCPA’s Authorized Representative shall be concurrently provided
written notice of the disputed amount and the basis for the dispute. NCPA shall reimburse any
amount determined to have been incorrectly billed, within ten (10) days after such determination.
Amounts which are not paid when due shall bear interest computed on a daily basis until paid
at the lesser of (i) the per annum prime rate (or reference rate) of the Bank of America NT & SA, or
its successor, then in effect, plus two per cent (2%) or (ii) the maximum rate permitted by law. The
provisions of this Section 7 shall survive expiration of this Agreement until satisfied.
7.3 Contracting Members shall pay for the Services and those services performed by
Consultant pursuant to this Agreement. Contracting Members shall not pay any additional sum for
any expense or cost whatsoever incurred by NCPA in rendering Services pursuant to this
Agreement or for those services performed by Consultant. Contracting Members shall make no
payment for any extra, further, or additional service pursuant to this Agreement.
In no event shall NCPA submit any invoice for an amount in excess of the maximum amount
of compensation provided above either for a task or for the entire Agreement, unless the
Agreement is modified prior to the submission of such an invoice by a properly executed change
order or amendment in accordance with this Agreement.
Exhibit 2
7
BAMx PROFESSIONAL SERVICES AGREEMENT PM-AGY-2025-002
7.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not
exceed the amounts shown on the following fee schedule attached hereto as Exhibit B.
7.5 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B.
Expenses not listed in Exhibit B are not chargeable to Contracting Members. Reimbursable
expenses are included in the total amount of compensation provided under this Agreement that
shall not be exceeded.
7.6 Payment of Taxes. NCPA is solely responsible for the payment of employment
taxes incurred under this Agreement and any similar federal or state taxes.
7.7 Payment upon Termination. In the event that Contracting Members or NCPA
terminates this Agreement pursuant to Section 4, Contracting Members shall compensate the
NCPA for all outstanding costs and reimbursable expenses incurred for work satisfactorily
completed as of the date of written Notice of Termination. NCPA shall maintain adequate logs and
timesheets in order to verify costs incurred to that date.
7.8 Authorization to Perform Services. NCPA is not authorized to perform any Services
or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from
each of the Contracting Members’ Authorized Representative following receipt of the required
approvals under the terms of this Agreement.
7.9 The addresses of Contracting Members to which invoices shall be sent is:
Lena Perkins
Emerging Technologies Program Manager
City of Palo Alto
P.O. Box 10250
Palo Alto, CA 94303
Lena.Perkins@paloalto.gov
650-329-2539
Fax: 650-326-1507
Paulo Apolinario
City of Santa Clara
Attn: Electric Department
1500 Warburton Ave
Santa Clara, CA 95050
papolinario@SantaClaraCA.gov
408-615-6630
Section 8. STATUS OF NCPA; FACILITIES AND EQUIPMENT
8.1 Independent Contractor. At all times during the term of this Agreement, NCPA shall
be an independent contractor and shall not be an employee of Contracting Members. Contracting
Members shall have the right to control NCPA only insofar as the results of NCPA's Services
Exhibit 2
8
BAMx PROFESSIONAL SERVICES AGREEMENT PM-AGY-2025-002
rendered pursuant to this Agreement and assignment of personnel pursuant to Section 3.4;
however, otherwise Contracting Members shall not have the right to control the means by which
NCPA accomplishes Services rendered pursuant to this Agreement. Notwithstanding any other
agency, state, local or federal policy, rule, regulation, law, or ordinance to the contrary, NCPA and
any of its employees, agents, and subcontractors providing Services under this Agreement shall
not qualify for or become entitled to, and hereby agree to waive any and all claims to, any
compensation, benefit, or any incident of employment by Contracting Members, including but not
limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an
employee of Contracting Member and entitlement to any contribution to be paid by Contracting
Members for employer contributions and/or employee contributions for PERS benefits.
8.2 Facilities and Equipment. The facilities and equipment that may be necessary to
perform the Services required by this Agreement shall be provided as follows: None.
Section 9. UNCONTROLLABLE FORCES
9.1 Obligations of the Parties, other than those to pay money when due, shall be
excused for so long as and to the extent that failure to perform such obligations is due to an
Uncontrollable Force; provided, however, that if either Party is unable to perform due to an
Uncontrollable Force, such Party shall exercise due diligence to remove such inability with
reasonable dispatch. Nothing contained in this Agreement shall be construed as requiring a Party
to settle any strike, lockout, or labor dispute in which it may be involved, or to accept any permit,
certificate, contract, or any other service agreement or authorization necessary for the performance
of this Agreement which contains terms and conditions which a Party determines in its good faith
judgment are unduly burdensome or otherwise unacceptable.
9.2 Each Party shall notify the other promptly, by telephone to the other Party’s
operating personnel and Authorized Representative identified in Section 3.2, upon becoming aware
of any Uncontrollable Force which may adversely affect the performance under this Agreement. A
Party shall additionally provide written notice in accordance with Section 12.8 to the other Party
within 24 hours after providing. Each Party shall notify the other promptly, when an Uncontrollable
Force has been remedied or no longer exists.
Section 10. LEGAL REQUIREMENTS
10.1 Governing Law. The laws of the State of California shall govern this Agreement,
without regard for the choice of law doctrine.
10.2 Compliance with Applicable Laws. NCPA and any subcontractors shall comply with
all laws applicable to the performance of the Services hereunder.
10.3 Other Governmental Regulations. To the extent that this Agreement may be
funded by fiscal assistance from another governmental entity, NCPA and any subcontractors shall
comply with all applicable rules and regulations to which Contracting Member is bound by the
terms of such fiscal assistance program.
Exhibit 2
9
BAMx PROFESSIONAL SERVICES AGREEMENT PM-AGY-2025-002
10.4 Licenses and Permits. NCPA represents and warrants to Contracting Member that
NCPA and its employees, agents, and any subcontractors have all licenses, permits, qualifications,
and approvals of whatsoever nature that is legally required to practice their respective professions.
NCPA represents and warrants to Contracting Member that NCPA and its employees, agents, any
subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of
this Agreement any licenses, permits, and approvals that are legally required to practice their
respective professions.
10.5 Nondiscrimination and Equal Opportunity. NCPA shall not discriminate, on the
basis of a person’s race, religion, color, national origin, age, physical or mental handicap or
disability, medical condition, marital status, sex, or sexual orientation, against any employee,
applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or
applicant for any services or programs provided by NCPA under this Agreement. NCPA shall
comply with all applicable federal, state, and local laws, policies, rules, and requirements related to
equal opportunity and nondiscrimination in employment, contracting, and the provision of any
services that are the subject of this Agreement, including but not limited to the satisfaction of any
positive obligations required of NCPA thereby.
Section 11. KEEPING AND STATUS OF RECORDS.
11.1 Records Created as Part of NCPA’s Performance. All reports, data, maps, models,
charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or
any other documents or materials, in electronic or any other form, that NCPA prepares or obtains
pursuant to this Agreement and that relate to the matters covered hereunder shall be the property
of the Contracting Members. NCPA hereby agrees to deliver those documents to the Contracting
Members upon termination of the Agreement. It is understood and agreed that the documents and
other materials, including but not limited to those described above, prepared pursuant to this
Agreement are prepared specifically for the Contracting Members and are not necessarily suitable
for any future or other use. Contracting Members and NCPA agree that, until final approval by
Contracting Members, all data, plans, specifications, reports and other documents are confidential
and will not be released to third parties without prior written consent of both Parties, except as may
otherwise be required by applicable law.
11.2 NCPA’s Books and Records. NCPA shall maintain any and all ledgers, books of
account, invoices, vouchers, canceled checks, and other records or documents evidencing or
relating to charges for services or expenditures and disbursements charged to the Contracting
Members under this Agreement for a minimum of three (3) years, or for any longer period required
by law, from the date of final payment to the NCPA to this Agreement.
11.3 Inspection and Audit of Records. Any records or documents that Section 11.2 of
this Agreement requires NCPA to maintain shall be made available for inspection, audit, and/or
copying at any time during regular business hours, upon oral or written request of the Contracting
Member. Under California Government Code Section 8546.7, if the amount of public funds
expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the
Agreement shall be subject to the examination and audit of the State Auditor, at the request of any
Contracting Member or as part of any audit of any of the Contracting Members, for a period of
three (3) years after final payment under the Agreement.
Exhibit 2
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BAMx PROFESSIONAL SERVICES AGREEMENT PM-AGY-2025-002
11.4 Confidential Information and Disclosure. During the term of this Agreement, any
Party (“Disclosing Party”) may disclose confidential, proprietary or trade secret information (the
“Information”), to another Party (“Receiving Party”). All such Information made available in a
tangible medium of expression (such as, without limitation, on paper or by means of magnetic
tapes, magnetic disks or other computer media) shall be marked in a prominent location to indicate
that it is the confidential, proprietary and trade secret information of Disclosing Party at the time of
disclosure to Receiving Party. Receiving Party shall hold Disclosing Party’s Information in
confidence and shall take all reasonable steps to prevent any unauthorized possession, use,
copying, transfer or disclosure of such Information. Receiving Party shall not attempt to reverse
engineer or in any manner create any product or information which is similar in appearance to or
based on the Information provided by Disclosing Party. Receiving Party shall not disclose
Disclosing Party’s Information to any person other than Receiving Party’s employees, agents,
contractors and subcontractors who have a need to know in connection with this Agreement.
Receiving Party’s confidentiality obligations hereunder shall not apply to any portion
of Disclosing Party’s Information which:
(a) Has become a matter of public knowledge other than through an act or omission of
Receiving Party;
(b) Has been made known to Receiving Party by a third party in accordance with such
third party’s legal rights without any restriction on disclosure;
(c) Was in the possession of Receiving Party prior to the disclosure of such
Information by Disclosing Party and was not acquired directly or indirectly from the
other Party or any person or entity in a relationship of trust and confidence with the
other Party with respect to such Information;
(d) Receiving Party is required by law to disclose; or
(e) Has been independently developed by Receiving Party from information not
defined as "Information" in this Agreement, as evidenced by Receiving Party's
written records.
Receiving Party shall return or destroy Disclosing Party’s Information (including all copies
thereof) to Disclosing Party promptly upon the earliest of any termination of this Agreement or the
Disclosing Party’s written request. Notwithstanding the foregoing, Receiving Party may retain one
copy of such Information solely for archival purposes, subject to the confidentiality provisions of this
Agreement. The parties understand that each Party is a public entity and is subject to the laws that
may compel either to disclose information about the other’s business.
Section 12. MISCELLANEOUS PROVISIONS
12.1 Attorneys’ Fees. If a Party to this Agreement brings any action, including an action
for declaratory relief, to enforce or interpret the provisions of this Agreement, the prevailing Party
shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that Party may
be entitled. The court may set such fees in the same action or in a separate action brought for that
purpose.
12.2 Venue. In the event that either Party brings any action against the other under this
Exhibit 2
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BAMx PROFESSIONAL SERVICES AGREEMENT PM-AGY-2025-002
Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts
of California in the County of Placer or in the United States District Court for the Eastern District of
California.
12.3 Severability. If any provision of this Agreement shall be determined by a court of
competent jurisdiction to be invalid, void or unenforceable, or if any provision of this Agreement is
rendered invalid or unenforceable by federal or state statute or regulation, but the remaining
portions of the Agreement can be enforced without failure of material consideration to any Party,
then the remaining provisions shall continue in full force and effect. To that end, this Agreement is
declared to be severable. Provided, however, that in the event any provision is declared to be
invalid, void or unenforceable, any Party may terminate this Agreement upon 10 days written notice
given within five (5) days of receipt of notice of final entry of judgment.
12.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of
this Agreement does not constitute a waiver of any other breach of that term or any other term of
this Agreement.
12.5 Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the Parties.
12.6 Use of Recycled Products. NCPA shall endeavor to prepare and submit all reports,
written studies and other printed material on recycled paper to the extent it is available at equal or
less cost than virgin paper.
12.7 Conflict of Interest. NCPA shall not employ any Contracting Members' official or
employee in the work performed pursuant to this Agreement. No officer or employee of
Contracting Member shall have any financial interest in this Agreement that would violate California
Government Code Sections 1090 et seq.
12.8 Notices. Unless this Agreement requires otherwise, any notice, demand or request
provided for in this Agreement, or served, given or made shall become effective when delivered in
person, or sent by registered or certified first class mail, to the persons specified below:
NCPA:
Tony Zimmer
Assistant General Manager – Power Management
Northern California Power Agency
651 Commerce Drive
Roseville, CA 95678
With a copy to:
Jane Luckhardt – General Counsel
Northern California Power Agency
651 Commerce Drive,
Roseville, CA 95678
Exhibit 2
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BAMx PROFESSIONAL SERVICES AGREEMENT PM-AGY-2025-002
PALO ALTO:
Alan Kurotori
Director of Utilities
City of Palo Alto
P.O. Box 10250
Palo Alto, CA 94303
With a copy to:
Amy Bartell, Assistant City Attorney
City of Palo Alto
c/o City Attorney’s office
P.O. Box 10250
Palo Alto, CA 94303
SANTA CLARA:
Nico Procos, Acting Chief Electric Utility Officer
City of Santa Clara
1500 Warburton Ave
Santa Clara, CA 95050
With a copy to:
Glen Googins, City Attorney
City of Santa Clara
1500 Warburton Ave
Santa Clara, CA 95050
Whenever it is required, permitted, or desired in this Agreement that written notice or demand
be given by any Party to any other Party, such notice or demand may be either personally served
or sent by United States Mail, or facsimile. Notice shall be deemed to have been given when
personally served, when deposited in the United States Mail, certified or registered with postage
prepaid and properly addressed, or when transmitted by facsimile provided however, notices
delivered by facsimile shall only be effective if delivered during regular business hours on a day
that is considered a regular business day for NCPA by the involved Parties.
12.9 Integration; Incorporation. This Agreement, including all the Exhibits attached
hereto, represents the entire and integrated agreement between Contracting Members and NCPA
relating to the subject matter of this Agreement, and supersedes all prior negotiations,
representations, or agreements, either written or oral. All Exhibits attached hereto are incorporated
by reference herein.
12.10 Dispute Resolution. If any dispute arises between the Parties that cannot be
settled after engaging in good faith negotiations, Contracting Members and NCPA agree to resolve
the dispute in accordance with the following:
12.10.1 Each Party shall designate a senior management or executive level
representative to negotiate any dispute;
Exhibit 2
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BAMx PROFESSIONAL SERVICES AGREEMENT PM-AGY-2025-002
12.10.2 The representatives shall attempt, through good faith negotiations, to resolve the
dispute by any means within their authority.
12.10.3 If the issue remains unresolved after sixty (60) days of good faith negotiations,
despite having used their best efforts to do so, either Party may pursue whatever other remedies
may be available to it.
12.10.4 This informal resolution process is not intended to nor shall be construed to
change the time periods for filing a claim or action specified by Government Code § 900, et seq.
12.11 Other Agreements. This Agreement is not intended to modify or change any other
agreement between any of the Parties, individually or collectively. Without limiting the generality of
the foregoing, this Agreement does not amend or extend the Prior Agreement.
12.12 Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be an original and all of which together shall constitute one agreement.
12.13 Obligations of Contracting Members Joint and Several; No Joint Venture. The
duties, obligations and liabilities of the Contracting Members, including the obligations to make
payments to NCPA, are intended to be joint and several. Provided that nothing contained in this
Agreement shall be construed to create an association, trust, partnership or joint venture or to
impose a trust or partnership duty, obligation or liability on or with regard to the Contracting
Members.
12.14 Effect of Section Headings. Section headings and subheadings appearing in this
Agreement are inserted for convenience only and shall not be construed as interpretation of text.
12.15 Authority of Signatories. The signatories hereby represent that they have been
appropriately authorized to execute this Agreement on behalf of the Party for whom they sign.
12.16 Amendments. Unless otherwise provided for in this Agreement, the Parties may
amend this Agreement only by a writing signed by all the Parties following each Party’s receipt of
written resolution/authorization from their governing bodies, which resolutions/authorizations shall
be condition precedents to any amendments of this Agreement and shall be attached as exhibits to
this Agreement.
Exhibit 2
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BAMx PROFESSIONAL SERVICES AGREEMENT PM-AGY-2025-002
The Parties have executed this Agreement as of the Effective Date.
NORTHERN CALIFORNIA POWER AGENCY
________________________________
RANDY S. HOWARD, General Manager
Attest:
________________________________
Assistant Secretary of the Commission
Approved as to Form:
________________________________
General Counsel
CONTRACTING MEMBERS:
CITY OF PALO ALTO Approved as to Form:
By: ____________________________ By:_______________________________
City Attorney
Its:_____________________________
CITY OF SANTA CLARA Approved as to Form
By: ____________________________ By:_______________________________
City Attorney
Its:_____________________________
Exhibit 2
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BAMx PROFESSIONAL SERVICES AGREEMENT PM-AGY-2025-002
EXHIBIT A
SERVICES
NCPA will enter into the Consulting Services Agreement on behalf of the Contracting
Members, so that NCPA may assist the Contracting Members in securing access to consulting
services related to electric transmission, power generation, regulatory and electric market design
issues affecting the Contracting Members. NCPA’s primary role as to the Services provided under
this Agreement is to act as contract administrator and billing agent on behalf of the Contracting
Members, as further described herein.
For the purpose of administering Services provided under this Agreement, each Contracting
Member shall be represented by its Authorized Representative. During the term of this Agreement,
the Authorized Representative for each Contracting Member is responsible for coordinating all
requests for Services made to Consultant, and shall manage all related activities as further
described herein.
A Contracting Member may designate a new or alternative Authorized Representative by
providing written notice of such designation to NCPA; such action shall not be treated as an
amendment to this Agreement.
The Contracting Members and Consultant intend to pursue the activities listed below during the
term of this Agreement, pursuant to the Consulting Services Agreement. Such activities will
include monitoring, meeting participation, coordinating with affected or other participating parties,
and, as necessary, preparing and submitting formal position submittals. The Services provided in
accordance with this Agreement and the Consulting Services Agreement include but are not limited
to the following:
1. Grid Planning Activities:
a. CAISO Regionalization Process, Transmission Access Charge, Governance and
Resource Adequacy;
i. Coordination with the California Municipal Utilities Association and
Northern California Power Agency on these activities
b. CAISO/PG&E annual transmission expansion planning process;
c. Support or oppose specific transmission additions;
d. Greater Bay Area long term studies;
e. CAISO local capacity technical study process;
f. Other regional and sub-regional transmission planning activities;
g. CAISO Tariff and BPM Change Management Process;
h. Generator Interconnection Procedure;
i. Transmission cost minimization;
j. Impacts due to potential generation retirements;
k. Transmission for renewables deliverability issues; and
l. Tracy to Bay development activites;
2. CPUC and CEC transmission matters:
a. Integrated Energy Policy Report;
Exhibit 2
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BAMx PROFESSIONAL SERVICES AGREEMENT PM-AGY-2025-002
b. IRP Proceeding;
c. IOU Transmission Review Process;
d. Resource adequacy issues;
e. Renewable Portfolio Standard issues;
f. Long Term Procurement issues;
g. Approval of CPCNs and PTCs for new transmission lines; and
h. Renewable Energy Transmission Initiative (RETI 2.0).
3. CAISO Market Issues:
a. CAISO markets proceedings and implementation matters;
b. Resource Adequacy / Local Capacity/ Flexible Capacity/ Deliverability;
c. LMP congestion and losses incidence and impacts; and
d. Regionalization and New Participating Transmission Owner Issues.
4. Communicate Regularly with Contracting Members:
a. Client meetings, telephone conferences and written summaries of activities on key
issues.
NCPA will accept invoices from Consultant and transmit them to each Contracting Members’
Authorized Representative, or their designee, for their review, and if acceptable, the Contracting
Members’ Authorized Representative will direct payment by NCPA. Such payment direction shall
be provided by each Contracting Members’ Authorized Representative, in writing. NCPA will
prepare invoices indicating the share of Consultant's costs to be paid by each Contracting Member
along with the appropriate charges by NCPA for its services; however, as provided in the
Agreement, each Contracting Member is jointly and severally liable for the entirety of any amounts
billed under this Agreement. NCPA will then pay Consultant utilizing Contracting Members' funds.
Contracting Members will be solely responsible for payment of the Consultant’s invoices, as
well as determining whether or not the Services have been satisfactorily performed. The Services
under this Agreement by NCPA to Contracting Members are limited to contract administration and
billing/payment functions.
Exhibit 2
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BAMx PROFESSIONAL SERVICES AGREEMENT PM-AGY-2025-002
EXHIBIT B
COMPENSATION SCHEDULE AND HOURLY FEES
Compensation for all Services performed pursuant to this Agreement, including hourly fees
and expenses, paid to Consultant for consulting services shall not exceed Three Million Two
Hundred Fifty Thousand Dollars ($3,250,000.00) and all billing services fees paid to NCPA shall
not exceed Thirty Seven Thousand Five Hundred Dollars ($37,500) during the Term of the
Agreement, or Six Hundred Fifty Seven Thousand Five Hundred Dollars ($657,500.00) plus any
remaining unused funds from prior years of the Agreement during each annual period of the
Term of the Agreement. (For example, if during the first year the total payment to Consultant is
$600,000, the $50,000 not expended in the first year can be added to the second year for a total
not to exceed amount of $700,000 for the second year.) The compensation schedule for the
Services are as follows:
1. Monthly charges for Services provided by NCPA for billing and contract preparation under
this Agreement shall be Six Hundred Twenty Five Dollars ($625.00) per month. Such
charges will be allocated to the Contracting Members in accordance with the allocation
percentages listed in Table 1 of this Exhibit B.
2. Compensation paid to Consultant for all services as described in the Consulting Services
Agreement , including hourly fees and expenses, shall not exceed the amounts set forth in
Section 2 of that agreement. The compensation schedule and hourly fees for Services
rendered by Consultant to Contracting Members are set forth in Exhibit B of the Consulting
Services Agreement. Monthly Charges invoiced by Consultant to NCPA for services
(described in the Consulting Services Agreement) provided to the Contracting
Membersshall be allocated to the Contracting Members in accordance with the allocation
percentages listed in Table 1 of this Exhibit B.
TABLE 1
ALLOCATION PERCENTAGES
Contracting Allocation
City of Palo Alto 20.0%
City of Santa Clara 80.0%
Total 100.0%
Exhibit 2