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HomeMy WebLinkAboutAgenda Report - June 16, 2021 C-15AGENDA ITEM 00,/!5 16 %k CITY OF LODI COUNCIL COMMUNICATION TM AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Extension to Professional Services Agreement with Flynn Resource Consultants, Inc. of Discovery Bay for Transmission Grid Intertie Support Services MEETING DATE: June 16, 2021 PREPARED BY: Electric Utility Director RECOMMENDED ACTION: Adopt a resolution authorizing the City Manager to execute an extension to the Professional Services Agreement with Flynn Resource Consultants, Inc. of Discovery Bay for transmission grid intertie support services. BACKGROUND INFORMATION: In 2014, the Lodi City Council approved a five-year professional services agreement (Agreement) with Flynn Resource Consultants, Inc. (Flynn RCI) in an amount not -to -exceed $225,000 for regulatory and transmission grid intertie support services through 2019. The Agreement included an option to extend Flynn RCI's services two additional years. Flynn RCI has been instrumental in supporting a number of Lodi Electric Utility (LEU) projects including the McLane Substation Renovation Project with more recent efforts focused on the 230 kV Interconnection Project. In 2019, an extension was executed to continue Flynn RCI's services through mid -2021. Approximately $85,000 remains on the existing Agreement and staff are requesting to extend Flynn RCI's Agreement an additional two years to June 30, 2023 as Flynn RCI continues to support LEU as it works with PG&E, the California Public Utilities Commission (CPUC) and California Independent System Operator on the 230 kV Interconnection Project. Efforts over the next two years will focus on the CPUC's review of the Proponent's Environmental Assessment. No additional funds are being requested as part of this contract extension. Funding remaining from the original approved contract are sufficient for the proposed extension. FISCAL IMPACT: No additional funds requested. FUNDING AVAILABLE: Budgeted annually and included in Project EUCP-21010. Andrew Keys Andrew Keys Deputy City Manager/Internal Services Director Jeff Berkheimer Electric Utility Director Ll��srr■,M:� CONTRACT EXTENSION AGREEMENT FLYNN RESOURCE CONSULTANTS, INC. TRANSMISSION GRID INTERTIE SUPPORT THIS CONTRACT EXTENSION AGREEMENT, made and effective this day of . 2021, by and between the CITY OF LODI, a municipal corporation ("City"), and Flynn Resource Consultants, Inc., a California corporation ("Contractor"). WITNESSETH: 1- CONTRACT: Contractor and City entered into a Professional Services Agreement for Transmission Grid Intertie Support on May 1, 2014 ("Agreement"). A copy of the Agreement is attached hereto as Exhibit 1 and made a part hereof. Contractor and City entered into a Contract Extension Agreement on April 15, 2019 ("Extension"). A copy of the Extension is attached hereto as Exhibit 2 and made a part hereof. 2. TERM AND TERMS: City and Contractor agree to extend the term of the Agreement to and including June 30, 2023. 'rA a) Section 13 of the Agreement is revised with respect to Project Management to designate the City's Project Manager as follows: Hasan Shahriar, Engineering & Operations Manager 1331 South Ham Lane Lodi, CA 95242 (209) 333-6763 b) Section 20 of the Agreement is revised with respect to Notice to City to read as follows: City of Lodi Electric Utility Department 1331 South Ham Lane Lodi, CA 95242 Attn: Jeff Berkheimer, Director c) With the exception of the foregoing, all other terms and conditions will remain as set forth in the Agreement. IN WITNESS WHEREOF, City and Contractor have executed this Contract Extension Agreement on the date and year first above written. CITY OF LODI, a municipal corporation FLYNN RESOURCE CONSULTANTS, INC. a California corporation By: STEPHEN SCHWABAUER City Manager Attest, JENNIFER CUSMIR, City Clerk aff By: DOUGLAS A. BOCCIGNONE President Approved as to Form JANICE D. MAGDICH, City Attorney Exhibit 1 AGREEMENT BETWEEN THE CITY OF LODI AND FLYNN RESOURCE CONSULTANTS INC. FOR PROFESSIONAL SERVICES (ELECTRIC UTILITY) This Agreement is entered into on this 1 day 0=64, ("Agreement") by and between the CITY OF LODI, a municipal corporation ("CITY"), and FLYNN RESOURCE CONSULTANTS INC., a California corporation, located at 5440 Edgeview Drive, Discovery Bay, CA 94505 ("CONSULTANT"). 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 energy (gas & electric) technical, regulatory, and legislative processes in connection with the Project ("Services"). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit "A", attached to and made a part of this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit "A" in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement commences on April 2, 2014 and terminates upon the completion of the Scope of Services or on April 2, 2019, whichever occurs first unless terminated earlier pursuant to Section 19 of this Agreement. At its option, CITY may extend the terms of this Agreement for an additional two (2) years; provided, CITY gives CONSULTANT no less than thirty (30) days written notice of its intent prior to expiration of the existing term. In the event CITY exercises any option under this paragraph, all other terms and conditions of this Agreement continue and remain in full force and effect. The total duration of this Agreement, including the exercise of any option under this paragraph, PSA CA.Rev.3/2014 Page 1 of 8 shall not exceed seven (7) years, SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY's agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit "A", including both payment for professional services and reimbursable expenses, shall not exceed Two Hundred Twenty Five Thousand Dollars ($225,000). The applicable rates and schedule of payment are set out in Exhibit "B-1", entitled "HOURLY RATE SCHEDULE," which is attached to and made a part of this Agreement. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit "B". CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described in Exhibit "A" SECTION 5, INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the Services performed and the applicable charges (including an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT's applicable billing rates (set forth in Exhibit "B-1"). If applicable, the invoice shall also describe the percentage of completion of each task, The information in CONSULTANT's payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the CITY's Project Manager at the address specified in Section 13 below. The CITY will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONSISTANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT's supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the Services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. PSA CA.Rev.3/2014 Page 2 of 8 SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION B. ERRORS/OMISSIONS, CONSULTANT shall correct, at no cost to CITY, any and all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY gives notice to CONSULTANT. If CONSULTANT has prepared plans and specifications or other design documents to construct the Project, CONSULTANT shall be obligated to correct any and all errors, omissions or ambiguities discovered prior to and during the course of construction of the Project. This obligation shall survive termination of the Agreement. SECTION 9. COST ESTIMATES, If this Agreement pertains to the design of a public works project, CONSULTANT 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 (10%) of the CITY's stated construction budget, CONSULTANT shall make recommendations to the CITY for aligning the Project design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of the CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT's obligations hereunder without the prior written consent of the City Manager or designee. 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 or designee will be void. SECTION 12, SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the City Manager or designee. CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the City Manager or designee. PSA CA.Rev.3/2014 Page 3 of 8 T. CONSULTANT will assign Doug Boccignone as the Project Director to have supervisory responsibility for the performance, progress, and execution of the Services and assignment of key personnel. If circumstances cause the substitution of key personnel for any reason, the appointment of substitute key personnel will be subject to the prior written approval of the CITY's Project Manager. CONSULTANT, at CITY's request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. The CITY'S Project Manager is Elizabeth Kirkley, Electric Utility Director, 1331 South Ham Lane, Lodi, California, 95242, telephone (249) 333-6828. The Project Manager will be CONSULTANT's point of contact with respect to performance, progress and execution of the Services. The CITY may designate an alternate Project Manager from time to time. a9=11ON-14, OWNERSHIP OF MATERIALS, CONSULTANT will retain sole and exclusive ownership of all right, title and interest in its work papers, proprietary information, processes, methodologies, know-how and software and any patent, copyright, trademark, trade secret and other intellectual property rights which existed prior to the delivery of Consultant's Services ("Consultant Property"). To the extent that any work product delivered to the CITY contains Consultant Property, Consultant grants the CITY a non-exclusive, non -assignable, royalty -free license to use it solely in connection with the Services. This Section 14 shall survive termination of this Agreement. MQ-119IS-15,_AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT's records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1 To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemnified Party") from and against any and all 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 expenses of whatever nature including attorneys' fees, experts fees, court costs and disbursements ("Claims") resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2 Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3 The acceptance of CONSULTANT's Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. PSA CA.Rev.3/2014 Page 4 of 8 16.4 Notwithstanding Sections 16.1 through 16,3, CONSULTANT shall not be required to indemnify CITY for any liability, loss or damage in excess of the amount of insurance coverage in the professional liability requirements set forth in Section 18 and Exhibit "C". SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SEQJIQN 16, INSURANCE, 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 "C," with the exception that CONSULTANT is only required to have owned automobile coverage if CONSULTANT owns any automobiles. CONSULTANT and its subcontractors or subconsultants, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies under the terms set forth in "C". SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1 The City Manager or designee may suspend the performance of the Services, in whole or in part, or terminate this 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 performance of the Services, 19.2 CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3 Upon such suspension or termination, CONSULTANT shall deliver to the CITY's Project Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4 Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the Scope of Services on or before the effective date (i,e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT's Services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 24. 19.5 No payment, partial payment, acceptance, or partial acceptance by CITY will operate PSA CA.Rev.3/2014 Page 5 of 8 as a waiver on the part of CITY of any of its rights under this Agreement. Any notice required to be given by the terms of this Agreement shall be in writing signed by an authorized representative of the sender and shall be deemed to have been given when the same is personally served or upon receipt by express or overnight delivery, postage prepaid, or three (3) days from the time of mailing if sent by first class or certified mail, postage prepaid, addressed to the respective parties as follows: To CITY: Electric Utility Department City of Lodi 1331 South Ham Lane Lodi, CA 95242 Attention: Elizabeth Kirkley, Director With a copy to: Office of the City Attorney Post Office Box 3006 Lodi, CA 95241 To CONSULTANT: Flynn Resource Consultants Inc. 5440 Edgeview Drive Discovery Bay, CA 94505 Attention of the Project Director SE9Tl0N-Z1- CONFLICT OF INTEREST. 21,1 In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services, 21.2 CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Government Code of the State of California. 21.3 If the Project Manager determines that CONSULTANT is a "Consultant" as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by CITY's Conflict of Interest Code and the Political Reform Act, SECTION 22. NONDISCRIMINATION. In performing services under this Agreement, CONSULTANT shall not discriminate in the employment of its employees or in the engagement of any subconsultant on the basis of race, color, religion, sex, sexual orientation, marital status, national origin, ancestry, age or any other criteria prohibited by law. PSA CA.Rev.3/2014 Page 6 of 8 This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. ,5ECTICN 2 . MIE LLANEQ_ PRO IQNS• 24.1 This Agreement will be governed by the laws of the State of California. 24.2 In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of San Joaquin, State of California. 24.3 The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys' fees paid to third parties. 24.4 This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 24.5 The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 24.6 If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect, 24.7 All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 24.8 If, pursuant to this Agreement with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident ("Personal Information"), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform CITY immediately upon learning that there has been a breach in the security of PSA CA.Rev.3/2014 Page 7 of 8 the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without CITY's express written consent. 24.9 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. 24.10 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. 24.11 CONSULTANT acknowledges that Lodi Municipal Code Section 3.01.020 requires CONSULTANT to have a city business license and CONSULTANT agrees to secure such license and pay the appropriate fees prior to performing any work hereunder. 24.12 The captions of the sections and subsections of this Agreement are for convenience only and shall not be deemed to be relevant in resolving any question or interpretation or intent hereunder. SECTION 25. AUTHORITY. The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement. IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. ATTEST - i -- RANDI - SON APPROVED AS TO FORM: JANICE D. MAGDICH, Interim City Attorney f By. Attachments: EXHIBIT "A" EXHIBIT "B" EXHIBIT "B-1" EXHIBIT "C" Funding Source: CITY OF LODI, a municipal corporation 4t-P-HiNt—CW'Rft AU Interim City Manager FLYNN RESOURCE CONSULTANTS, INC. By: 4 _ Name: L;� Ike A. w 4Q Title:C_)n-.e F{iew;?,k 4iv SCOPE OF SERVICES COMPENSATION HOURLY RATE SCHEDULE INSURANCE REQUIREMENTS (Business Unit & Account No.) PSA CA.Rev.3/2014 Page 8 of 8 EXHIBIT "A" SCOPE OF SERVICES The CONSULTANT may be asked to perform Services in the following areas: A. Monitor and analyze California Independent System Operator ("CAISO"), California Public Utilities Commission ("CPUC"), California Energy Commission ("CEC"), Federal Energy Regulatory Commission ("FERC"), Pacific Gas and Electric ("PG&E") (Grid Planning), Northern California Power Agency ("NCPA"), regional transmission planning groups, and other related agencies' activities, and, based on discussions with Staff, represent the CITY's interests in proceedings. As requested, CONSULTANT will monitor, analyze and, represent the CiTY's interest in the activities of the CAISO, CPUC, CEC, FERC, PG&E (Grid Planning), NCPA, and other agencies as related to CAISO tariff amendments, grid management charges, congestion charges, transmission access charges, special facility costs, neutrality and other charges and protect the CITY's interests and projects. As requested, CONSULTANT will recommend regulatory strategies for the CITY and positions in proceedings before the FERC, CEC, CPUC, CA/SO and other agencies as appropriate. As requested, CONSULTANT will monitor the developing California electricity market design and energy markets, and State and Federal involvement in the electricity industry as they relate to serving electric load in the Central Valley. CONSULTANT will identify the Central Valley Area specific risks for the CITY from locational marginal pricing, local capacity requirements, transmission constraints, and State imposed measures for deliverability, outage coordination, maintenance standards and the use of muni -owned transmission lines and local generation. B. Maintain an ongoing presence at the CAISO to represent the CITY's interests effectively. CONSULTANT shall maintain routine and sufficient access to key policymakers and staff at the CAISO to facilitate, upon CITY authorization, effective and efficient representation of the CITY's viewpoints and concerns on Central Valley Area transmission and system operation issues. C. Work with the CITY to establish regulatory and legislative objectives, project progress and utility operational priorities. As requested, CONSULTANT will communicate with the CITY staff and develop regulatory and legislative objectives as well as project and operational strategies for the Utility. Flynn RCI PSA Exhibit "A" Page 1 of 3 D. Assist CITY with analysis, improvement and expansion of transmission, distribution, generation, and reliability issues for the CITY and in the Central Valley Area. As requested, CONSULTANT will assist the CITY in identifying, developing and promoting cost- effective and long-term solutions for reliability and economic transmission and distribution needs, transmission for renewable resources, local generation, and non -wires solutions, CONSULTANT will assist in efforts to upgrade CITY's transmission interconnection to the grid. CONSULTANT may also recommend economic transmission expansion or other alternatives for the Central Valley Area. As requested, CONSULTANT will perform power flow, short circuit and feasibility studies for electric distribution, transmission, substation, and generation conceptual plans as directed by CITY staff. CONSULTANT will provide technical support to the CITY in coordination with PG&E, CAISO, the Western Area Power Administration, or other agencies as required concerning these plans. E, Assist CITY with issues related to public power and municipal utilities. As requested, CONSULTANT will assist the CITY with municipal utility issues including but not limited to jurisdiction, tax-exempt bonds, access to low-cost federal power, renewable energy, energy efficiency/demand response, greenhouse gas regulations including cap and trade, other environmental initiatives, independence in setting rates, local generation evaluation and implementation, Commodity Futures Trading Commission ("CFTC") and Dodd -Frank Act implications and involvement in Joint Powers Authority for investment in generation, transmission and distribution of electricity, and delivery services. F, Assist CITY with issues related to grid reliability standards. As requested, CONSULTANT will assist the CITY with requirements for registration and compliance with the North American Electric Reliability Corporations ("NERC') and the Western Electricity Coordinating Council ("WECC') grid reliability standards. G. Provide CITY with other electricity -related services as needed. The rapidly developing electricity industry scenario in California may require other advisory services from the CONSULTANT as these needs are identified by CITY staff. H. Assist CITY in coordinated efforts with other municipal utilities. Flynn RCI PSA Exhibit "A" Page 2 of 3 As requested, CONSULTANT will assist the CITY in coordinating efforts with other municipal utilities in Northern California on issues such as described in A through G above. DELIVERABLES The deliverables will be determined on a task -by -task basis. Deliverables include one-time written reports, periodic written reports and updates, oral presentations, recommendations and analysis. All reports and written material must be provided to and approved by CITY staff prior to delivery to outside agencies. Flynn RCI PSA Exhibit "A" Page 303 EXHIBIT "B" COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement based on the hourly rate schedule attached as Exhibit "B -I". The compensation to be paid to CONSULTANT under this Agreement for all services described in Exhibit "A" ("Services") and reimbursable expenses shall not exceed $225,000.00. CONSULTANT agrees to complete all Services, including reimbursable expenses, within this amount. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY's Project Manager's request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT's proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit "B-1". The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY's Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. Flynn RCI PSA Exhibit "B" Page 1 of 1 EXHIBIT "B-1" HOURLY RATE SCHEDULE Flynn Resource Consultants Inc. hourly rates for professional services are listed below: Principal Managing Consultant Senior Consultant Consultant Associate Consultant Analyst $270-$295 per hour $250-$270 per hour $200-$250 per hour $170-$200 per hour $140-$170 per hour $90-$140 per hour Reproduction, printing, communications, computer services, and other miscellaneous support services shall be billed at 5% (five percent) of the labor cost for the billing period. This additional "non -labor" cost will be included for each billing period, All travel, 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 rate 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 - $250 per month Short circuit modeling - $775 per month OASIS Data - $2,000 per month Market modeling - $3,850 per month Specialized software costs that exceed the above amounts may be billed with the prior approval of CITY's Project Manager. Flynn RCI PSA Exhibit "B" Page 1 of 1 C-�, V\-�vo , �- (1 Insurance Re uirements for Consultant The Consultant shall take out and maintain during the life of this Agreement, insurance coverage as listed below. These insurance policies shall protect Consultant and any subcontractor performing work covered by this Agreement from claims for damages for personal injury, including accidental death, as well as from claims for property damages, which may arise from Consultant's operations under this Agreement, whether such operations be by Consultant, or by any subcontractor, or by anyone directly or indirectly employed by either of them, and the amount of such insurance shall be as follows: COMPREHENSIVE GENERAL LIABILITY $1,000,000 Each Occurrence $2,000,000 Aggregate 2. COMPREHENSIVE AUTOMOBILE LIABILITY $1,000,000 combined single limit Such insurance shall cover liability arising out of any vehicle (including, owned, hired and non -hired vehicles) operated in performing any and all services pursuant to this Agreement. Coverage shall be written on ISO form CA 00 01 12 90, or a later version of this form, or an equivalent form providing equivalent liability coverage. PROFESSIONAL LIABILITY / ERRORS AND OMISSIONS $1,000,000 Each Occurrence All limits are to be designated strictly for the City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers. All deductibles or self-insured retentions (SIR) must be disclosed to City's Risk Manager for approval and shall not reduce the limits of liability set forth hereinabove. Insurance policies containing any deductible or SIR provision shall provide, or be endorsed to provide, that the deductible or SIR may be satisfied by either the Named Insured(s) or the City of Lodi. It is required that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth above, shall be available to City as an additional insured. Furthermore, the requirements for coverage and limits shall be (i) the minimum coverage and limits specified in these insurance requirements; or (ii) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the Consultant; whichever is greater. Consultant agrees and stipulates that any insurance coverage provided to the City of Lodi shall provide for a claims period following termination of coverage which is at least consistent with the claims period or statutes of limitations found in the California Tort Claims Act (California Government Code Section 810 et seq.). A copy of the certificate(s) of insurance with the following endorsements shall be furnished to the City: (a) Additional Named Insured Endorsement Pursuant to a separate endorsement (ISO form CG 2010 (11/85) or equivalent form) such insurance as is afforded by this policy shall also apply to the City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers as additional named insureds. (b) Prima and Non-Contribulgry Insurance Endorsement Additional insurance coverage under the Consultant's policy shall be "primary and non-contributory" and will not seek contribution from City's insurance or self-insurance and shall be at least as broad as ISO form CG 20 01 0413. NOTE: (1) The street address of the CITY OF LODI must be shown along with (a) and (b) above: 221 West Pine Street, Lodi, California, 95240; (2) The insurance certificate must state, on its face or as an endorsement, a description of the ro'ect that it is insuring. Insurance Requirements for Consultant (continued) Page 1) of 2 pages Risk: rev.03.2014 (c) Limits of Coverage The limits of insurance coverage required may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance of Consultant shall contain, or be endorsed to contain, a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City before the City's own insurance or self-insurance shall be called upon to protect the City as a named insured. (d) Completed Operations Endorsement For three years after completion of project, a certificate of insurance with a Completed Operations Endorsement, CG 20 37 07 04, will be provided to the City of Lodi. (e) Severability of Interest Clause The term "insured" is used severally and not collectively, but the inclusion herein of more than one insured shall not operate to increase the limit of the company's liability. (f) Natice of Cancellation or han a in Coveracie Endorsement This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA 95240. (g) Continuity of Coverage All policies shall be in effect on or before the first day of the Term of this Agreement. At least thirty (30) days prior to the expiration of each insurance policy, Consultant shall furnish a certificate(s) showing that a new or extended policy has been obtained which meets the minimum requirements of this Agreement. Consultant shall provide proof of continuing insurance on at least an annual basis during the Term, If Consultant's insurance lapses or is discontinued for any reason, Consultant shall immediately notify the City and immediately obtain replacement insurance. (h) Failure to Comply If Consultant fails or refuses to obtain and maintain the required insurance, or fails to provide proof of coverage, the City may obtain the insurance. Consultant shall reimburse the City for premiums paid, with interest on the premium paid by the City at the maximum allowable legal rate then in effect in California. The City shall notify Consultant of such payment of premiums within thirty (30) days of payment stating the amount paid, the names) of the insurer(s), and rate of interest. Consultant shall pay such reimbursement and interest on the first (15) day of the month following the City's notice. Notwithstanding and other provision of this Agreement, if Consultant fails or refuses to obtain or maintain insurance as required by this agreement, or fails to provide proof of insurance, the City may terminate this Agreement upon such breach. Upon such termination, Consultant shall immediately cease use of the Site or facilities and commence and diligently pursue the removal of any and all of its personal property from the site or facilities. (i) Qualified Insurer(s) All insurance required by the terms of this Agreement must be provided by insurers licensed to do business in the State of California which are rated at least "A-, VI" by the AM Best Ratings Guide, and which are acceptable to the City. Non -admitted surplus lines carriers may be accepted provided they are included on the most recent list of California eligible surplus lines insurers (LESLI list) and otherwise meet City requirements. Workers Cornipensation Insurance The Consultant shall take out and maintain during the life of this Agreement, Worker's Compensation Insurance for all of Consultant's employees employed at the site of the project and, if any work is sublet, Consultant shall require the subcontractor similarly to provide Worker's Compensation Insurance for all of the latter's employees unless such employees are covered by the protection afforded by the Consultant. In case any class of employees engaged in hazardous work under this Agreement at the site of the project is not protected under the Worker's Compensation Statute, the Consultant shall provide and shall cause each subcontractor to provide insurance for the protection of said employees. A waiver of subrogation is required for workers compensation insurance. This policy may not be canceled nor the coverage reduced without 30 days' prior written notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA 95240. NOTE: The City reserves the right to obtain a full certified copy of any insurance policy or endorsements required. Failure to exercise this right shall not constitute a waiver of the City's right to exercise after the effective date. Page 2 1 of 2 pages Risk: rev.03.2014 RESOLUTION NO. 2021-175 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE EXTENSION TO PROFESSIONAL SERVICES AGREEMENT WITH FLYNN RESOURCE CONSULTANTS, INC., OF DISCOVERY BAY, FOR TRANSMISSION GRID INTERTIE SUPPORT SERVICES ------------------------------------------------------------------------ WHEREAS, the Lodi City Council adopted Resolution No. 2014-48, approving a five-year Professional Services Agreement (Agreement) with Flynn Resource Consultants, Inc. (Flynn RCI) for $225,000 for regulatory and transmission grid intertie support services through April 2019; and WHEREAS, on April 15, 2019, the City and Flynn RCI entered into a two-year extension of said agreement through April 2021; and WHEREAS, since 2014, Flynn RCI has been instrumental in supporting a number of Lodi Electric Utility (LEU) projects including the McLane Substation Renovation Project with more recent efforts focused on the 230 kV Interconnection Project; and WHEREAS, approximately $85,000 remains on the existing Agreement and staff is requesting to extend Flynn RCI's Agreement an additional two years to June 30, 2023 as Flynn RCI continues to support LEU as it works with PG&E, the California Public Utilities Commission (CPUC) and California Independent System Operator on the 230 kV Interconnection Project; and WHEREAS, efforts over the next two years will focus on the CPUC's review of the Proponent's Environmental Assessment; and WHEREAS, no additional funds are being requested as part of this contract extension as funding remaining from the original approved contract are sufficient for the proposed extension. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute an extension to the Professional Services Agreement with Flynn Resource Consultants, Inc., of Discovery Bay, California, for transmission grid intertie support services through June 30, 2023, using existing unexpended funds previously approved by City Council; and BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual (adopted 11/6/19, Resolution No. 2019-223), the City Attorney is hereby authorized to make minor revisions to the above -referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary. Dated: June 16, 2021 ------------------------------------------------------------------------ ------------------------------------------------------------------------ I hereby certify that Resolution No. 2021-175 was passed and adopted by the City Council of the City of Lodi in a regular meeting held June 16, 2021, by the following vote: AYES: COUNCIL MEMBERS — Chandler, Hothi, Khan, and Kuehne NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — Nakanishi ABSTAIN: COUNCIL MEMBERS — None NNIFER USMIR City Clerk 2021-175