HomeMy WebLinkAbout1997-08-04 City Council (11)TO:
City of Palo Alto
City Manager’s Report
HONORABLE CITY COUNCIL
6
FROM:CITY MANAGER DEPARTMENT:ADMINISTRATIVE
SERVICES
AGENDA DATE: AUGUST 4, 1997 CMR:350:97
SUBJECT:APPROVAL OF A CONSULTANT CONTRACT WITH DR.
KELLY JEAN FERGUSSON FOR CONSULTING SERVICES
FOR QUALITY CONTROL PROCEDURE DEVELOPMENT
AND IMPLEMENTATION FOR THE GEOGRAPHIC
INFORMATION SYSTEM
REO_UEST:
This report requests Council approve and authorize the Mayor to execute the attached
contract with Dr. Kelly Jean Fergusson in the amount of $53,950 for quality control
procedure development and implementation associated with the Geographic Information
System (GIS) basemap delivery.
RECOMMENDATIONS:
Staff recommends Council approve and authorize the Mayor to execute the attached GIS
quality control procedure development and implementation contract with Dr. Kelly Jean
Fergusson in the amount of $53,950.
POLICY IMPLICATIONS:
This contract does not represent any change to existing policies.
XE UTIVE sUMMAR :
The GIS project was originally approved in August 1989. This project is a joint effort among
Utilities, Public Works, Planning, and Information Technology. A contract for a eitywide
basemap was awarded in April of 1993. The basemap displays all Palo Alto utilities,
buildings, rights-of-way and ~pareel information. The maps are used for developing City
CMR:350:97 Page 1 of 3
infrastructure projects and for City planning; they provide general information on lots,
streets, utility functions, and residences. The City’s maps are formalized by an outside firm,
ASI Landmark. These maps are forwarded to the City, where they must be verified and
quality checked. The accuracy of all elements of these maps is critical. ~
Dr. Kelly Jean Fergusson previously has been under contract with the City designing and
defining quality control procedures for validating ~e digital mapping deliverables from the
GIS mapping contractor. These efforts have ensured that the maps are in keeping with the
detailed specifications set forth by the City for all aspects of the basemaps and related Utility
and Public Works facility information.
Dr. Fergusson’s unique involvement and understanding of the City’s GIS, her contributions
to date, and the specialized professional services that she performs are the basis for the
recommendation of.this award of contract. The Palo Alto Municipal Code (Section 2.30.140)
exempts contracts for such specialized professional services from the competitive bidding
process. Dr. Fergusson developed the initial quality control procedures currently being used
by staff. Her continuing services are requested to oversee the implementation of the quality
control procedures, modify the procedures as necessary, and to act as the City’s technical
expert liaison with ASI Landmark. The quality control process will be completed after
delivery of the final area of the basemap during this fiscal year.
FISCAL IMPACT:
The contract will be in the amount of $53,950 and the funds are included in the FY 1997-98
Utility and General Fund CIP budgets.
ENVIRONMENTAL ASSESSMENT:
There is no Environmental Assessment required for this contract.
ATTACHMENTS
Exhibit A "Scope of Services"
ClVIR:350:97 Page 2 of 3
PREPARED BY: Dave Matson, GIS Coordinator
REVIEWED BY: Rob Pound, Manager, Information Technology
DEPARTMENT HEAD APPROVAL: ~~-~..~ _(’_~ ~.~,~b~.--,.
Meli~sa Cavallo
Acting Director
Administrative Services
CITY MANAGER APPROVAL:
CC:n/a
Emil~Harrison
Assistant City Manager
CMR:350:97 Page 3 of 3
CONTRACT NO.
BETWEEN THE CITY OF PALOALTO AND
DR. KELLY JEAN FERGUSSON P.E.
FOR CONSULTING SERVICES
This Contract No.is entered into ,
by and between the CITY OF PALO ALTO, a chartered city and a
municipal corporation of the Star4 of California ("CITY"), and
DR. KELLY JEAN FERGUSSON, a sole proprietor, located at 168 Oak
Court, Menlo Park, CA 94025 ("CONSULTANT").
RECITALS :
WHEREAS, CITY desires certain professional consulting
services ("Services") and the preparation and delivery of, without
limitation, one or more sets of documents, drawings, maps, plans,
designs, data, calculations, surveys, specifications, schedules or
other writings ("Deliverables") (Services and Deliverables are,
collectively, the "Project"), as more fully described in Exhibit "~’;
and
WHEREAS, CITY desires to engage CONSULTANT, including its
employees, if any, in providing the Services by reason of its
qualifications and experience in performing the Services, and
CONSULTANT has offered to complete the Project on the terms and-in
the manner set forth herein;
NOW, THEREFORE, in consideration of the covenants, terms,
conditions, and provisions of this Contract, the parties agree:
SECTION I. TERM
I.i This Contract will commence on the date of its
execution by CITY, and will terminate upon the completion of the
Project, unless this Contract is earlier terminated by CITY. Upon
the receipt of CITY’s notice to proceed, CONSULTANT will commence
work on the initial and subsequent Project tasks in accordance with
the time schedule set forth in Exhibit "A". Time is of the essence
of this Contract. In the event that the Project is’not completed
within the time required through any fault of CONSULTANT, CITY’s
City Manager will have the option .of extending the time schedule
for any period of time. This provision will not preclude the
recovery of damages for delay caused by CONSULTANT.
SECTION 2.SCOPE OF PROJECT;CHANGES & CORRECTIONS
2.1 The scope of Services andDeliverables constituting
the Project will be performed, delivered or executed by CONSULTANT
under the phases of the Basic Services as described below.
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2.2 CITY may order substantial changes in the scope or
character of the Basic Services, the Deliverables, or the Project,
either decreasing or increasing the amount of work required of
CONSULTANT. In the event that such changes are ordered, subject to
the approval of CITY’s City Council, as may be required, CONSULTANT
will be entitled to full compensation for all work performed prior
to CONSULTANT’s receipt of the notice of change and further will be
entitled to an extension of the time schedule. Any increase in
compensation for substantial changes will be determined in
accordance with the provisions of this Contract. CITY will not be
liable for the cost or payment of any change in work, unless the
amount of additional compensation attributable to the change in
work is agreed to, in writing, by CITY before CONSULTANT commences
the performance of any such change in work.
2.3 Where the Project entails the drafting and
submission of Deliverables, for example, construction plans,
drawings, and specifications, any and all errors, omissions, or
ambiguities in the Deliverables, which are discovered by CITY
before invitations to bid on a construction project (for which the
Deliverables are required) are distributed by CITY, will be
corrected by CONSULTANT at no cost to CITY, provided CITY gives
notice to CONSULTANT.
2.4 Any and all errors, omissions, or ambiguities in the
Deliverables, which are discovered by CITY after the construction
contract is awarded by CITY, will be performed by CONSULTANT, as
follows: (a) at no cost to CITY insofar as those Services will
result in minor or nonbeneficial changes in the construction work
required of the construction contractor; or (b) at CITY’s cost
insofar as those Services will add a direct and substantial benefit
to the construction work required of the construction contractor.
The project manager in the reasonable exercise of his or her
discretion will determine whether the Basic ~Services or the
Additional Services, or both,.will contribute minor or substantial
benefit to the construction work.
SECTION 3. QUALIFICATIONS, STATUS, AND DUTIES OF
CONSULTANT
3.1 CONSULTANT represents and warrants that it has the
expertise and professional qualifications to furnish or cause to be
furnished the Services and Deliverables. CONSULTANT .further
represents and warrants that the project director and every
individual, including any consultant (including contractors),
charged with the performance of the Services are duly licensed or
certified by. the State of California, to the extent such licensing
or certification is required by law to perform the Services, and
.that the Project will be executed by them or under their
supervision. CONSULTANT will furnish to CITY for approval, prior
to execution of this Contract, a list of all individuals and the
names of their employers or principals to be employed as
consultants.
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3.2 In reliance on the representations and warranties
set forth in this Contract, CITY hires CONSULTANT to execute, and
CONSULTANT covenants and agrees that it will execute or cause to be
executed, the Project. .~
3.3 CONSULTANT will assign herself as the project
director to have supervisory responsibility for the performance,
progress, and execution of the Project. Dr. Kelly Jean Fergusson
will be assigned as the project cbordinator who will represent
CONSULTANT during the day-to-day work on the Project. If
circumstances or conditions subsequent to the execution of this
Contract cause the substitution of the project director or project
coordinator for any reason, the appointment of a substitute project
director or substitute project coordinator will be subject to the
prior written approval of the project manager.
3.4 CONTRACTOR represents and warrants that it will:
3.4.1 Procure all permits and licenses, pay all
charges and fees, and give all notices which may be necessary and
incident to the due and lawful prosecution.of the Project;
3.4.2 Keep itself fully informed of all existing and
future Federal, State of California, and local laws, ordinances,
regulations, orders, and decrees which may affect those engaged or
employed under this Contract and any materials used in CONSULTANT’s
performance of the Services;
3.4.3 At all times observe and comply with, and cause
its employees and consultants, if any, who are assigned to the
performance of this Contract to observe and comply with, the laws,
ordinances, regulations, orders and decrees mentioned above; and
3.4.4 Will report immediately to the project manager,
in writing, any discrepancy .or inconsistency it discovers in the
laws, ordinances, regulations, orders, and decrees mentioned above
in relation to the Deliverables.
3.5 Any Deliverables given to, or prepared or assembled
by, CONSULTANT or its consultants, if any, under this Contract will
become the property of CITY and will not be made available to. any
individual or organization by CONSULTANT or its consultants, if
any, without the prior written approval of the City Manager.
3.6 CONTRACTOR will provide CITY with three (3) copies
of any documents which are a part of the Deliverables upon their
completion, and acceptance by CITY.
3.7 If CITY requests additional copies of any documents
which are a part of the Deliverables, CONSULTANT will provide such
additional copies and CITY will compensate CONTRACTOR for its
duplicating costs.
3.8 CONSULTANT will be responsible for employing or
engaging all persons necessary to execute the Project. All
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consultants of CONSULTANT will be deemed to be directly controlled
and supervised by CONSULTANT, which will be responsible for their
performance. If any employee or consultant of CONSULTANT fails or
refuses to carry out the provisions of this Contract or appears to
be incompetent or to act in a disorderly or improper manner, the
employee or consultant will be discharged immediately from further
performance under this Contract on demand of the project manager.
3.9 In the execution of the Project, CONSULTANT and its
consultants, if any, will at all times be considered independent
contractors and not agents or employees of CITY.
3.10 CONSULTANT will be responsible for employing all
consultants deemed necessary to assist CONSULTANT in the
performance of the Services. The appointment of consultants must
be approved, in advance, by CITY, in writing, and must remain
acceptable to CITY during the term of this Contract.
SECTION 4. DUTIES OF CITY
4.1 CITY will furnish or cause to be furnished the
services listed in Exhibit "A" and such information regarding its
requirements applicable to the Project as may be reasonably
requested by CONSULTANT.
4.2 CITY will review and approve, as necessary, in a
timely manner the Deliverables and each phase of work performed by
CONSULTANT. CITY’s estimated time of review and approval will be
furnished to CONSULTANT at the time of submission of each phase of
work. CONSULTANT acknowledges and understands that the
interrelated exchange of information among CITY’s various
departments makes it extremely difficult for CITY to firmly
establish the time of each review and approval task. CITY’s failure
to review and approve within the estimated time schedule will not
constitute a default under this Contract.
4.3 The City Manager will represent CITY for all
purposes under this Contract. DAVE MATSON is designated as the
project manager for the City Manager. The project manager will
supervise the performance, progress, and execution of the Project.
4.4 If CITY observes or otherwise becomes aware of any
default in the performance of CONSULTANT, CITY will use reasonable
efforts to give written notice thereof to CONSULTANT in a timely
manner.
SECTION 5. COMPENSATION
5.1 CITY will compensate CONSULTANT for the following
services and work:
5.1.1 In consideration of the full performance of the
Basic Services, including any authorized reimbursable expenses,
CITY will pay CONSULTANT a fee not to exceed Fifty-Three Thousand
Nine Hundred Fifty dollars ($53,950). The amount of compensation
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will be calculated in accordance with the hourly rate schedule set
forth in Exhibit "B", on a time and materials basis, up to the
maximum amount set forth in this Section. The fees of the
consultants, who have direct contractual relationships wi~h
CONSULTANT, will be approved, in advance, by CITY. CITY reserves
the right to refuse payment of such fees, if such prior approval is
not obtained by CONSULTANT.
5.1.2 The full paymen£ of charges for extra work or
changes, or both, in the execution of the Project will be made,
provided such request for payment is initiated by CONSULTANT and
authorized, in writing, by the project manager. Payment will be
made within thirty (30) days of submission by CONSULTANT of a
statement, in triplicate, of itemized costs covering such work or
changes, or both. Prior to commencing such extra work or changes,
or both, the parties will agree upon an estimated maximum cost for
such extra work or changes. CONSULTANT will not be paid for extra
work or changes, including, without limitation, any design work or
change order preparation, which is made necessary on account of
CONSULTANT’s errors, omissions, or oversights.
5.1.3 Direct personnel expense of employees assigned
to the execution of the Project by CONSULTANT will include only the
work of architects, engineers, designers, job captains,
draftspersons, specification writers and typists, in consultation,
research and design, work in producing.drawings, specifications and
other documents pertaining to the Project, and in services rendered
during construction at the site, to the extent such services are
expressly contemplated under this Contract. Included in the cost
of direct personnel expense of these employees are salaries and
mandatory and customary benefits such as statutory employee
benefits, insurance, sick leave, holidays and vacations, pensions
and similar benefits.
5.2 The schedule of payments will be made as follows:
5.2.1.Payment will be made in monthly progress
payments in proportion to the quantum of services performed, or in
accordance with any other schedule of payment mutually agreed upon
by the parties, as set forth in Exhibit "B", or within thirty (30)
days of submission, in triplicate, of such requests if a schedule
of payment is not specified. Final payment will be made by CITY
after CONSULTANT has submitted all Deliverables, including, without
limitation, reports which have been approved by the project
manager.
5.2.2. No deductions will be made from CONSULTANT’s
compensation on account of penalties, liquidated damages, or other
sums withheld by CITY from payments to general contractors.
S.ECTION 6.ACCOUNTING, AUDITS, OWNERSHIP OF RECORDS
6.1 Records of the direct personnel expenses and
expenses incurred in connection with the performance of Basic
Services and Additional Services pertaining to the Project will be
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prepared, maintained, and retained by CONSULTANT in accordance with
.generally accepted accounting principles and will be made available
to CITY for auditing purposes at mutually convenient times during
the term of this Contract and for three (3) years following the
expiration or earlier termination of this Contract.
6.2 The originals of the Deliverables prepared by or
under the direction of CONSULTANT in the performance of this
Contract will become the property of CITY irrespective of whether
the Project is completed upon CITY’s payment of the amounts
required to be paid to CONSULTANT. These originals will be
delivered to CITY without additional compensation. CITY will have
the right to utilize any final and incomplete drawings, estimates,
specifications, and any other documents prepared hereunder by
CONSULTANT, but CONSULTANT disclaims any responsibility or
liability for any alterations or modifications of such documents.
SECTION 7. INDEMNITY
7.1 CONSULTANT agrees to protect, indemnify, defend and
hold harmless CITY, its Council members, officers, employees and
agents, from any and all demands, claims, or liability of any
nature, including death or injury to any person, property damage or
any other loss, caused by or arising out of CONSULTANT’s, its
officers’, agent.s’, consultants’ or employees’ negligent acts,
errors, or omissions, or willful misconduct, or conduct for which
applicable law may impose strict liability on CONSULTANT in the
performance of or failure to perform its obligations under this
Contract.
SECTION 8. WAIVERS
8.1 The waiver by either party of any breach or
violation of any covenant, term, condition or provision of this
Contract or of the provisions of any ordinance or law will not be
deemed to be a waiver of any such covenant, term, condition,
provision, ordinance, or law or of any subsequent breach or
violation of the same or of any other covenant, term, condition,
provision, ordinance or law. The subsequent acceptance by either
party of any fee or other money which may become due hereunder will
not be deemed to be a waiver of any preceding breach or violation
by the other party of any covenant, term, condition or provision of
this Contract or of any applicable law or ordinance.
8.2 No payment, partial payment, acceptance, or partial
acceptance by CITY will operate as a waiver on the part of CITY of
any of its rights under this Contract.
SECTION 9. INSURANCE
9.1 CONSULTANT, at its sole cost and expense, will
obtain and maintain, in full force and effect during the term of
this Contract,~Ithe insurance coverage described in Exhibit "C",
insuring not only CONSULTANT and its consultants, if any, but also,
with the exception of workers’ compensation, employer’s liability
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and professional liability insurance, naming CITY as an additional
insured concerning CONSULTANT’s performance under this Contract.
9.2 All insurance coverage required hereunder will be
provided through carriers With Best’s Key Rating Guide ratings of
A:X or higher which are admitted to transact insurance business in
the State of California. Any and all consultants of CONSULTANT
retained to perform Services under this Contract will obtain and
maintain, in full force and effect during the term of this
Contract, identical insurance coverage, naming CITY as an
additional insured under such policies as required above.
9.2 Certificates of such insurance, preferably on the
forms provided by CITY, will be filed with CITY concurrently with
the execution of this Contract. The certificates will be subject
to the approval of CITY’s risk manager and will- contain an
endorsement stating that the insurance is primary coverage and will
not be canceled or altered by the insurer except after filing with
the CITY’s City Clerk thirty (30) days’ prior written notice of such
cancellation or alteration, and that the City of Palo Alto is named
as an additional insured except in policies of workers’
compensation, employer’s liability, and professional liability
insurance. Current certificates of such insurance will be kept on
file at all times during the term of this Contract with the city
clerk.
9.4 The procuring of such required policy or policies
of insurance will not be construed to limit CONSULTANT’s liability
hereunder nor to fulfill the indemnification provisions of this
Contract. Notwithstanding the policy or policies of insurance,
CONSULTANT will be obligated for the full and total amount of any
damage, injury, or loss caused by or directly arising as a result
of the Services performed under this Contract~ including such
damage, injury, or loss arising after the Contract is terminated or
the term has expired.
SECTION i0.WORKERS’ COMPENSATION
i0.I CONSULTANT, by executing this Contract, certifies
that it is aware of the provisions of the Labor Code of the State
of California which require every employer to be insured against
liability for workers’ compensation or to undertake self-insurance
in accordance with the provisions of that Code, and certifies that
it will comply with such provis±ons, as applicable, before
commencing the performance of the Project.
PROJECT
SECTION ii TERMINATION OR SUSPENSION.OF CONTRACT OR
II.i The City Manager may suspend the execution of the
Project, in whole or in part, or terminate this Contract, with or
without cause, by giving thirty (30) days’ prior written notice
t~ereof to CONSULTANT, or immediately after submission to CITY by
CONSULTANT of any completed item of Services. Upon receipt of such
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notice, CONSULTANT will immediately discontinue its performance
under this Contract.
11.2 CONSULTANT may terminate this Contract or suspend
its execution of the Project by giving thirty (30) days’ prior
written notice thereof to CITY, but only in the event of a
substantial failure of performance by CITY or in the event CITY
indefinitely withholds or withdraws its request for the initiation
or continuation of Services.
11.3 Upon such suspension or termination by CITY,
CONSULTANT will be compensated for the Services performed and
Deliverables received and approved prior to receipt of written
notice from CITY of such suspension or abandonment, together with
authorized additional and reimbursable expenses then due. If the
Project is resumed after being suspended, for more than 180 days,
any change in CONSULTANT’s compensation will be subject to
renegotiation and, if necessary, approval of CITY’s City Council.
If this Contract is suspended or terminated on account of a default
by CONSULTANT, CITY will be obligated to compensate CONSULTANT only
for that portion of CONSULTANT’s services which are of direct and
immediate benefit to CITY, as such determination may be made by the
city manager in the reasonable exercise of her discretion.
11.4 In the event of termination of this Contract or
suspension of work on the Project by CITY where CONSULTANT is not
in default, CONSULTANT will receive compensation as follows:
11.4.1 For approved items of services, CONSULTANT will
be compensated for each item of Service fully performed in the
amounts authorized under this Contract.
11.4.2 For approved items of services on which a
notice to proceed is issued by CITY, but which are not fully
performed, CONSULTANT will be compensated for each item of service
in an amount which bears the same ratio to the total fee otherwise
payable for the performance of the service as the quantum of
service actually rendered bears to the services necessary for the
full performance of that item of service.
11.4.3 The total compensation payable under the
preceding paragraphs of this Section will not exceed the payment
specified underSection 5 ~or the respective items of service to be
furnished by CONSULTANT.
11.5 Upon. such suspension or termination, CONSULTANT
will deliver to_the city manager immediately any and all copies of
the Deliverables, whether or not completed, prepared by CONSULTANT
or its consultants, if any, or given to CONSULTANT or its
consultants, if any, in connection with this Contract. Such
materials will become the property of CITY.
ll.6~The failure of CITY to agree with CONSULTANT’s
independent findings, conclusions, or recommendations, if the same
are called for under this Contract, on the basis of differences in
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matters of judgment, will not be construed as a failure on the part
of CONSULTANT to fulfill its obligations under this Contract.
SECTION 12.ASSIGNMENT
12.1 This Contract is for the personal services of
CONSULTANT, therefore, CONSULTANT will not assign, transfer,
convey, or otherwise dispose of this Contract or any right, title
or interest in or to the same or any ~art thereof without the prior
written consent of CITY. A consent to one assignment will not be
deemed to be a consent to any subsequent’ assignment. Any
assignment made without the approval of CITY will be void and, at
the option of the city manager, this Contract may be terminated.
This Contract will not be assignable by operation of law.
SECTION 13.NOTICES
13.1 All notices hereunder will be given, in writing,
and mailed, postage prepaid, by certified mail, addressed as
follows:
To CITY:Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
To CONSULTANT: Attention of the project director
at the address of CONSULTANT recited above
SECTION 14. CONFLICT OF~INTEREST
14.1 In accepting this Contract, CONSULTANT covenants
that it presently has no interest, and will ’not acquire any
interest, direct or indirect, financial or otherwise, which would
conflict in any manner or degree with the performance of the
Services.
14.2 CONSULTANT further covenants that, in the
performance of this Contract, it will not employ contractors or
persons having such an interest mentioned above. CONSULTANT
certifies that no one who has or will have any financial interest
under this Contract is an officer or employee of CITY; this
provision will be interpreted in accordance with the applicable
provisions of the PaloAltoMunicipal Code and the Government Code
of the State of California.
SECTI~ON 15.NONDISCRIMINATION
15.1 As set forth in the Palo Alto Municipal Code, no
discrimination will bemade in the employment of persons under this
Contract because of the age, race, color, national origin,
ancestry, religion, disability, sexual preference or gender of such
person. If the value of this Contrach is, or may be, five thousand
dollars ($5,000) or more, CONSULTANT agrees to meet all
requirements of the Palo Alto Municipal Code pertaining to
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nondiscrimination in employment, including completing the requisite
form furnished by CITY and set forth in Exhibit "D"
15.2 CONSULTANT agrees that each contract for services
from independent providers will contain a provision substantiaily
as follows:
"[Name of Provider] will provide CONSULTANT
with a certificate stating that [Name of
Provider] is currently in compliance with all
Federal and State of California laws covering
nondiscrimination in employment; that [Name of
Provider] will pursue an affirmative course of
action as required by the Affirmative Action
Guidelines of the City of Palo Alto; and that
[Name of Provider] will not discriminate in
the employment of any person under this
contract because of the age, race, color,
national origin, ancestry, religion,
disability, sexual preference or gender of
such person."
15.3 If CONSULTANT is found in violation of the
nondiscrimination provisions of the State of California Fair
Employment Practices Act or similar provisions of Federal law or
executive order in the performance of this Contract, it will be in
default of this Contract. Thereupon, CITY will have the power to
cancel or suspend thisContract, in whole or in part, or to deduct
the sum of twenty-five dollars ($25) for each person for each
calendar day during which such person was subjected to
discrimination, as damages for breach of contract, or both. Only
a finding of the State of California Fair Employment Practices
Commission or the equivalent federal agency~ or officer will
constitute evidence of a breach of this Contract°
15.4 If CONSULTANT is found in default of the
nondiscrimination provisions of this Contract or the applicable
Affirmative Action Guidelines pertaining to this Contract,
CONSULTANT will be found in material breacht of this Contract.
Thereupon, CITY will have the power to cancel or suspend this
Contract, in whole or in part, or to deduct from the amount payable
to CONSULTANT the sum of two hundred fifty dollars ($250) for each
calendar day during which CONSULTANT is not in compliance with this
provision as damages for breach of contract, or both.
SECTION 16. MISCELLANEOUS PROVISIONS
16olrCONSULTANT represents and warrants that it has
knowledge of the requirements of the federal Americans with
Disabilities Act of 1990, and the Government Code and the Health
and Safety Code of the State of California, relating to access to
public buildings and accommodations for disabled persons, and
relating to facilities for disabled persons° CONSULTANT will
comply with or ensure by its advice that compliance with such
provisions will be effected pursuant to the terms of this Contract.
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16.2 Upon the agreement of the parties, any controversy
or claim arising out of or relating to this Contract may be settled
by arbitration in accordance with the Rules of the American
Arbitration Association, and judgment upon the award rendered .by
the Arbitrators may be entered in any court having jurisdiction
thereof.
16.3 This Contract will be governed by the laws of the
State of California, excluding its honflicts of law.
16.4 In the event that an action is brought, the parties
agree that trial of such action will be vested exclusively in the
state courts of California or in the United States District Court
for the Northern District of California in the County of Santa
Clara, State of California.
16.5 The prevailing party in any action brought to
enforce the terms of this Contract or arising out of this Contract
may recover its reasonable costs and attorneys’ fees expended in
connection with that action.
16.6 This document represents the entire and integrated
Contract between the parties and supersedes all prior negotiations,
representations, and contracts, either written or oral. This
document may be amended only by a written instrument, which is
signed by the parties.
16.7 All provisions of this Contract, whether covenants
or conditions, will be deemed to be both covenants and conditions.
16.8 The covenants, terms, conditions and provisions of
this Contract will apply to, and will bind, the heirs, successors,
executors, administrators, assignees, and consultants, as the case
may be, of the parties.
16.9 If a court of competent jurisdiction finds or rules
that any provision of this Contract or any amendment thereto is
void or unenforceable, the unaffected provisions of this Contract
and any amendments thereto will remain in full force and effect.
16.10 All exhibits referred to in this Contract and any
addenda, appendices,_attachments, and schedules which, from time
to-time, may be referred to in any duly executed amendment hereto
are by such reference incorporated in this Contract and will be
deemed to be a part of this Contract.
16.11~ This Contract may be executed in any number of
counterparts, each of which will be an original, but all of which
together will constitute one and the same instrument.
16.12 .This Contract is subject to the fiscal provisions
of the Charter of the City of palo Alto and the Palo Alto Municipal
Code. This Contract will terminate without any penalty (a) at the
end of any fiscal year in the event that funds are not appropriated
for the following fiscal year, or (b) at any time within a fiscal
970731 lac 0031806
year in the event that funds are only appropriated for a portion of
the fiscal year and funds for this Contract are no longer
available. This Section 16.12 will take precedence in the event of
a conflict with any other covenant, term, condition, or provision
of this Contract.
IN WITNESS WHEREOF, the parties hereto have by their duly
authorized representatives executed this Contract on the date first
above written.
ATTEST:CITY OF PALO ALTO
City Clerk Mayor
APPROVED AS TO FORM:
Senior Asst. City Attorney
APPROVED:
CityManager
Acting Director of
Administrative Services
DR. KELLY JEAN FERGUSSON P.Eo
By:
Its:
Taxpayer I.D. No. 546-69-1678
Risk Manager
Attachments:
EXHIBIT "A" :
EXHIBIT "B" :
EXHIBIT "C" :
EXHIBIT "D" :
SCOPE OF PROJECT &TIME SCHEDULE
RATE SCHEDULE
INSURANCE
NONDISCRIMINATION COMPLIANCE FORM
970731 1~ 0031806
12
CERTIFICATE OF ACKNOWLEDGMENT
(Civil Code § 1189)
STATE OF )
)
COUNTY OF ’ ) ’
On
notary public in and for
, before me, the undersigned, a
said County, personally appeared
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument, and acknowledged to me that
he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal.
970731 la~ 0031806
13
EXHIBIT A
Potential Scope of Work Items
1997 - 1998 Fiscal Year
Kelly Jean Fergusson
Transition to data maintenance mode for completed conversion subjects (240 hours toial)
See Attachment 1 for detailed task breakdown
Revise specific utilities components using global programmatic methods (45 hrs)
Revise specific utilities components using,non-programmatic methods (100 hrs)
Reconcile conflicting IDs and attribute values (35 hrs)
Train and guide technician staff in performing Feature Editor changes (60 hrs)
Circuit map detailed specifications and conversion oversight (150 hours total)
See Attachment 2 for detailed task breakdown
Inventory features and create definitions in data dictionary (40 hours)
Create object library (including unions) and linestyles (20 hours)
Develop interpretation guide (20 hours)
Develop window definition (5 hours)
Develop automated plotting routine for standard scale (10 hours)
Resolve questions, coordination (20 hours)
Develop menus (15 hours)
Training (15 hours)
Automated changes (5 hours)
Develop GDS to DXF translation procedure for circuit map (20 hours)
Coax data conversion (150 hours total) ,
See Attachment 3for detailed task breakdown
Develop further understanding of data requirements & potential apps (4 hours)
Appraise drawing content and separate out construction-only data (33 hours)
Develop detailed specifications (55 hours)
Pilot conversion (32 hours)
Full conversion (26 hours)
Hardwire data conversion (100 hours total)
Perform data dictionary design
Design Visual Basic user interface
Sample data input .
Train Ken Schwab in use
Ongoing quality control (100 hours total):
Final resolution of planimetric accuracy issue (15 hours)
Wrap-up of electrical Distribution (15 hours)
Wrap-up of Street Lights (25 hours)
Electrical Circuits (15 hours)
Hardwire (15 hours)
Coax (15 hours)
Orthophoto viewing (30 hours)
Miscellaneous (40 hours)
Planimetric support
User group meetings
Training
Translations
Demonstrations Total of all items: 830 hours
Attachment
Page 1 of 3
GIS CONVERSION-MODE TO MAINTENANCE-MODE TRANSITION
TASK BREAKDOWN
INTRODUCTION
Palo Alto seeks to transition from "data conversion" activities to "data maintenance" activities for
the geographic data delivered by ASI. This memo provides a categorization of modifications to
the "Block Map" subjects (water, gas, wastewater, stormwater, and road features da.ta) necessary
for the transition. The modifications are required primarily to make the data maint~iinable by the
Feature Editor, and acceptable for use (with respect to cartographic appearance and consistency)
by engineering personnel.
The modifications are classified into two main categories: those which must occur before the
implementation of the Feature Editor is possible, and those which can be performed after the
Feature Editor is installed and in use.
Within these two main categories, the modifications are roughly subcategorized according to the
human and software resources they require. Note that some "specialist" items may fall under the
purview of Geodesy.
TASKS REQUIRED PRIOR TO FEATURE EDITOR INSTALLATION
Global programmatic tasks (specialist labor) not requiring Oracle
Each task below requires less than 8 specialist.hours, unless otherwise noted:
¯ Add cleanout and flush inlet text as features to the data dictionary. Add graphic text for
existing attribute values.
®Rotate all water meter symbols 180 degrees to correct position.
¯Change all TRANS water pipe text and attribute values to AC.
¯Delete meters on abandoned services.
¯Check sufficiency of storm materials (too many materials).
®Change "N" as abandoned attribute value to conform to data dictionary.
®Rename all clusters to eliminate UNION: (Geodesy.)
® Add leader line classes to data dictionary and/or change a Feature Editor method.
(Geodesy, 1 to 2 days.)
Attachment 1
Page 2 of 3
Tasks requiring a combination of specialist, technician, and intern labor, and not requiring Oracle
These tasks each require 2 to 3 days of specialist work and 1 to 3 weeks of technician/intern
labor. . -
¯ Resolve source attributes using ASCII file of photogrammetrically-captured features
from ASI.
o Resolve "broken" mains due to source document edge-matching discrepancies.
¯ Resolve "broken" gas services due to source document edge-matching discrepancies.
¯ Replace dense line segments on road curves with true curves.
¯Categorize and correct all wastewater distance text.
¯Add total distance to gas services where missing.
¯Reclassify and insert gas services tics.
¯Resolve automated "name check" errors (about 100 total).
¯ Add non-structural wastewater nodes to data dictionary, if not already done (check pipe
structure).
Global programmatic tasks (specialist labor) that do require Oracle
¯ Elimination of redundant symbols. (2-3 days of specialist labor.)
¯ Create and load Oracle tables. (Geodesy.)
¯ Assign unique IDs to features without IDs. (Geodesy.)
¯Build networks. (1 to 3 weeks of specialist labor.)
Tasks requiring a combination of specialist, technician, and intern labor, and do require Oracle
These tasks each require 1 to 2 days of specialist work and 1 to 3 weeks of technician/intern
labor:
Resolve redundant IDs.
Reconcile attribute values to annotation.
Attachment
Page 3 of 3
TASKS WHICH CAN BE PERFORMED AFTER FEATURE EDITOR INSTALLATION
Tasks which can be performed by personnel trained on Feature Editor
10% of the hours estimated for the following tasks should be allocated for coordination by a
specialist:
Q Input edits ("red lines") made to block.maps during the conversion process. You have
developed an estimate of number of changes.
® Errors "caught" by Palo Alto staff, but not corrected by ASI, and not inclt~ded in any of
the above tasks. 50 to 200 changes per delivery area (350 to 1400 changes total). (2 to 3
weeks.) These include but are not limited to:
¯Connect services and laterals to live mains.
~Resolve unknown symbols that ASI couldn’t categorize.
¯Resolve overlapping mains.
®Resolve graphic conflicts
® Move photogrammetricallY-captured features to correct locations per ASI ASCII file.
(1 to 2 weeks.)
Q Correct relative spatial errors. Requires light-table checks. Draw construction lines
outside of FE. (2 to 3 weeks.)
¯Change directions of mains and laterals. (1 week.)
® Resolve miscellaneous map discrepancies in "in-house changes" binder. (4 to 5 weeks,
including field checks.)
~Improve main text placement and leader lines. (1 week.)
¯Improve placement and appearance of street names (1 week.)
®Place water meters behind curbs. (2 to 3 weeks.)
®Rotate wastewater symbol text (CO and FI) for better legibility. (2 to 3 days.)
Changes requiring technician labor, with some set-up b~y~pecialist
® Create an "inset" drawing to contain inset details not converted by ASI. Draw all
insets. (20 to 50 insets at 0.5 hours each by technician, plus 4 to 8 hours by specialist.)
ELECTRICAL CIRCUIT MAP CONVERSION
TASK BREAKDOWN / IMPLEMENTATION PLAN
Attachment 2
Page 1 of 1
Steps required whether ASI or Palo Alto performs conversion
o Inventory features and create definition~ in data dictionary: 40 hours - specialist
Create object library (including unions) and linestyles: 20 hours - specialist
°Develop interpretation guide: 20 hours - specialist
°Develop window definition: 5 hours - specialist
¯Develop automated plotting routine for standard scale: 10 hours - specialist
Resolve questions, coordination
In-house conversion: 20 hours - specialist, or
ASI conversion: 80 hours - specialist
° Quality Control
In-house conversion: 15 hours - specialist, 30 hours - technician
ASI conversion: 40 hours - specialist, 80 hours - technician
Steps required only if Palo Alto performs conversion
¯ Develop menus: 15 hours - specialist"
° Training: 15 hours - specialist, 15 hours - technician
¯Automated changes: 5 hours - specialist
-rename features
-change objects to items as required
Labor-intensive changes (Total: 180 technician hours)
-redo all switches: 320 sets @ 8/hour = 40 hours - techniciaJa
- insert linework for connectivity at risers: 20 hours - technician
- redraw linework as necessary: 40 hours - technician
-replace symbols as needed: 40 hours - technician
-adding attribute data: 40 hours - technician
Additional work needed beyond basic conversion
°Insert linework to fully represent all circuits: 40 hours - technician
°Populate impedance calculation-related fields - unknown hours
Distinguish between underground and overhead conductors 20 hours - technician
Conversion of Coax Drawings to GIS
Attachment 3 ~Page 1 of I
By Kelly Fergusson
6/30/97
OVERVIEW:
The Utilities Local Area Network (ULAN), or coax system,, is shown in a set of 45 construction drawings
developed in 1986. These drawings combine construction notes with the content and locational
information that is relevant to the GIS. Electrical Engineering is responsible for maintaining the physical
network.
OBJECTIVE:
Certain Content of these drawings needs to be converted to digital format, comprised of map graphics and
attribute data. Palo Alto will work with ASI/Landmark (who is obligated under contract to perform the
conversion) to achieve this goal.
REQUIREMENTS:
Electrical Engineering’s interests in the drawings include:
¯ content and locational information for coax maintenance purposes
¯ locational information for the fiber system
Operations also has interests in the system related to the SCADA system
CONVERSION PLAN:
Specification development steps:
¯Meet with Kim Burke, Patrick Valath, TommMarshall, and Van to develop a further
understanding of data requirements and possible future applications (4 hours)
¯Work with Kim Burke and staff to:
-understand content of drawings, currency (8 hours)
-separate data to be converted from construction-only data (2:~ hours)
¯Develop detailed specifications:
- define all features and attributes; make data dictionary entries (10 hours)
- catalogue all drawings; determine strategies for detai!.s (10 hours)
-create GIS symbology on GDS system (10 hours) ....
-create coax drawing interpretation guide for ASI (20 hours)
-validate index (1 hour)
-determine plotting scale and strategy (4 hours)
Pilot Conversion steps:
¯ Determine suitable test area for conversion (2 hours)
¯ Provide ASI with source documents for pilot ONLY (2 hours)
~ Provide ASI with data dictionary, blank drawings, symbology (2 hours)
~ develop GDS window definitions and make modifications to QC application (4 hours)
e Review 1 to 3 iterations of pilot deliveries and provide feedback to ASI (15 to 45 hours)
Full Conversion:
~ Implement automated plotting for coax (6 hours)
o Ideally, QC to be performed by Fran overseeing interns and electrical technicians
¯ Specialist to provide guidance to staff and ASI as necessary, especially in first two delivery
areas (20 hours)
Total specialist labor: 143 to 173 hours
EXHIBIT B
Dr. Kelly Jean Fergusson, P.E.
Consulting Civil Engineer
July 15, 1997
Dave Matson
GIS Coordinator
Information Systems
City of Palo Alto
250 Hamilton Ave.
Palo Alto, CA 94301
Dear Dave,
Pursuant to our discussions over the past several weeks, I have attached a statement of potential
scope-of-work items utilizing my consulting services to support Palo Alto’s Geographic
Information System (GIS). Also included are detailed task breakdowns for the three largest
items.
My hourly rate is $65.00 for the services outlined in the scope of work statement. I carry
$1,000,000 general liability coverage, certification for which is also attached. The SSN for my
sole proprietorship is 546-69-1678.
I appreciate the opportunity to be of service to botl~ the City and the public by continuing to
participate in the City’s ongoing GIS efforts.
Yours sincerely,
Dr. Kelly Jean Fergusson, P. E.
Consulting Civil Engineer
PART II - INSURANCE REQUIREMENTS SECTION
Insurance Requirements for Contractors
CONTRACTOR:
PROJECT MANAGER:Rob Pound
CONTRACT NAME:Consulting Services
GENERAL TERMS AND INSTRUCTIONS
THIS INSTRUCTION SHEET SHOULD BE GIVEN TO YOUR INSURANCE AGENT/BROKER.
CONTRACTORSTO THE CITY OF PALO ALTO, AT THEIR SOLE EXPENSE SHALL OBTAIN AND MAINTAIN INSURANCE FOR THE TERM OF THE CONTRACT. CONTRACTORS WILL
BE REQUIREDTO PROVDE A CERTIFICATE EVIDENCING THE INSURANCE AND NAMING THE CITY AS AN ADDITIONAL INSURED, ALL INSURANCE COVERAGE REQUIRED
SHALL BE PROVIDED THROUGH CARRIERS WITH A BEST RATING OF A: X OR HIGHER THAT ARE ADMITTED TO DO BUSINESS IN THE STATE OF CALIFORNIA,
THE CERTIFICATEOF INSURANCE MUST BE COMPLETEDAND EXECUTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY PROVIDING INSURANCE, FILED WITH THE
CITY. AND APPROVED BY THE CITY BEFORE CONTRACT WILL BE CONSIDERED COMPLETE AS RESPECTS INSURANCE.
RETURN THE COMPLETED CERTIFICATE TO THE CITY OF PALO ALTO, PURCHASING & CONTRACT ADMINISTRATION, 250=
HAMILTON AVENUE, PALO ALTO 94301.
THE INSURANCE REQUIREMENTS CHECKED BELOW ARE REQUIRED FOR THIS CONTRACT.
TYPE OF COVERAGE REQUIREMENT
[~]~Worker’s Compensation
f~Automobile Liability
15~Comp~hensive Gene~l Liability:
INCLUDING:
¯PERSONAL INJURY
¯BROAD FORM PROPERTY DAMAGE
°BLANKET CONTRACTUAL
¯FIRE LEGAL LIABILITY
[~’*Comprehensive Automobile Liability:
INCLUDING:
° OWNED
" HIRED
¯ NON-OWNED
[~’FPProfessional Liability:
INCLUDING:¯ERRORS AND OMISSIONS
" MALPRACTICE (If Applicable)
° NEGLIGENT PERFORMANCE
Statutory
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY
DAMAGE COMBINED
BODILY INJURY (Each Person)
BODILY INJURY (Eac~ Oc~rrence)
PRQPERTY DAMAGE
BODILY INJURY & PROPERTY
DAMAGE COMBINED
LONG FORM (Minimum Limits)
EACH ~OCCURRENCE AGGREGATE
$I ,000,000$I ,ooo,ooo
ALL DAMAGES
I~*THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED
Sl 000 000
$1,000,000$1,000,000
$1,000,000
$1,000,000
A.The City of Palo Alto, its officers, agents and employees are named as additional insured, but only as to work performed under contract.
Said coverage as to the City of Palo Alto, etc., shall be primary coverage, without offset against City’s existing insurance and any other
insurance carried by the City being excess insurance only.
B.Where the work involves grading, paving, excavating, ddlling or other underground work, the policy includes destruction of wires,
conduits, pipes, mains, or other similar property or any apparatus in connection therewith below the surface of the ground whether
owned by third parties or the City of Palo Alto.
C.Where the work involves excavating, collapse coverage is provided in the amounts above.
D.The policy includes a "Severability of Interest" provision.
E.Deductibles over $5,000 must be indicated and are subject to approval.
F.If such policies are canceled or changed during the period of coverage as stated herein, in such a manner as to affect the Certificate,
thirty (30) days wdtten notice will be mailed to the City of Palo Alto, Contract Administration, P.O. Box 10250, 94303
G.The liability insurance policy includes a contractual liability endorsement providing insurance coverage for Contractor’s agreement to
indemnify the City.
H.The coverage afforded under the policies is subject to all terms of the policies designated herein and meetsfor herein. ~ all of the provisions called
DATE: ~ CONTRACT MANAGER: ~ ~ ,,,
Femando Ve1~,~’(415) 329-2460ALL INSURANCE COVERAGE REQUIRED SHALL BE PROVIDED THROUGH CARRIERS WITH A BEST RATING OF A: X OR HIGHER THA TARE ADMITTED TO DO
BUSINESS IN THE STATE OF CALIFORNIA.
END OF SECTION
CITY OF PALO ALTO: INSURANCE REQUIREMENTS SECTION 00650
EXHIBIT D
PART II - BID FORMS - CERTIFICATION OF NONDISCRIMINATION SECTION 410
CONSULTING SERVICES
Certification of Nondiscriminatiorz As suppliers of goods or services to the City of Palo Alto,
the firm and individuals listed below certify that they do not discriminate in employment with
regards to age, race, color, religion, sex, national origin, ancestry, disability, or sexual
preference; that they are in compliance with all Federal, State and local directives and
executive orders regarding nondiscrimination in employment; and that they agree to
demonstrate positively and aggressively the principle of equal opportunity in employment.
The Bidder agrees specifically:
1;0 To establish or observe employment policies which affirmatively promote
opportunities for minority persons at all job levels.
2.0 To communicate this policy to all persons concerned, including all employees,
outside recruiting services, esp6cially those serving minority communities, and
to the minority communities at large.
3.0 To take affirmative action steps to hire minor!ty employees within the
organization.
4.0 To be knowledgeable of the local, state, and federal laws and regulations
concerning affirmative action policies and provide opportunities for employees.
Firm:~Date:
Title of Officer Signing:
Signature:
Please include any additional information available regarding equal opportunity employment
programs now in effect within your company.
(Please attach additional pages if necessary)
END OF SECTION
CITY OF PALO ALTO: CERTIFICATION OF NONDISCRIMINATION IFB SECTION 410