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HomeMy WebLinkAbout1996-05-28 City Council (14)TO: City of Palo Alto City Manager’s Report HONORABLE CITY COUNCIL 4 FROM:CITY MANAGER DEPARTMENT: UTILITIES AGENDA DATE: SUBJECT: May 28, 1996 CMR:269:96 Approval of Contract with Advanced Control Systems, Inc. for Providing and Installing a new Supervisory Control And Data Acquisition (SCADA) System Master Station for the Palo Alto Electric Utility. REQUEST This is a request for approval of an Contract with Advanced Control Systems, Inc. in the amount of $648,655.00 for providing and installing a new Computer System for the Electric SCADA Master Station replacement project. RECOMMENDATIONS Staff recommends that Council: Approve and authorize the Mayor to execute the attached contract with Advanced Control Systems, Inc. in the amount of $648,655.00 for providing and installing a new SCADA Master Station; Authorize the City Manager or her designee to negotiate and execute one or more change orders to the contract to cover additional related but unforeseen work which may develop during the project. The value of these change orders shall not exceed $65,000.00. POLICY IMPLICATIONS This contract does not represent any change to existing policies. CMR:269:96 Page 1 of 4 E~C~IVESUMM~Y Project Description This project replaces the computer, operating and application software and operator consoles that comprise the Master Station of the Electric SCADA System. The New Master Station will be installed in a turn-key manner in the Utility Control Center by Advanced Control Systems, Inc.. The new Master Station will include the following hardware and features: Standard off-the-shelfHewlett-Packard computer hardware and software components (major system components). An open communication protocol which will allow increased flexibility to add new technology (e.g., smart relay, metering, and monitoring) devices to improve service to the City’s Utility customers. Software links between the SCADA and the City’s existing Geographic Information System via the wide area network, a new outage notification system currently being installed, and the new Water-Gas-Storm Stations computer previously approved by Council (CMR:367:95). Communication links and protocols that will allow the continued use of existing field equipment originally installed in the electric substations. Field hardware additions will no longer be restricted to one manufacturer. Project Justification . The proposed Master Station is needed due to the obsolescence of the existing master station. The original SCADA system was purchased and installed in 1984 and uses computers and operator consoles of that vintage. Due to the age of the equipment, many of the system components can no longer be maintained. Some of the specific problems being encountered in maintaining the equipment are: Digital Equipment Corporation no longer maintains the computer equipment that was used in the master station. CMR:269:96 Page 2 of 4 The operating system on the master station computer can no longer be upgraded due to limitations of the hardware. Because of this limitation, the master station software also cannot be upgraded to more recent versions. The manufacturer of the operator consoles has notified the City that they will no longer support or maintain the consoles. Landis & Gyr, the City’s current vendor, has not installed a similar SCADA system since 1986 and provides limited service on these systems. Since 1984, major advances have been made in both the software and hardware used in SCADA systems. The new systems use more powerful hardware and software which has more monitoring and control features, greater flexibility, and is easier to operate and maintain. These improved monitoring and control features will become more important as competition in the utility business increases and customers become more focused on quality and reliability of their electric service. The new state of the art system staff is proposing, will respond to these customer needs, by providing the tools to monitor power quality and to respond to outages and restore power faster. Selection Process Request for proposals for the Furnishing and Installation of a new SCADA Master Station were sent out to 14 vendors on September 14, 1995. The proposal period was 61 calendar days, due to the large conformance table and amount of proposal information that was needed to effectively evaluate the proposals. Seven vendors submitted proposals on November 14, 1995. Proposals were of varying scope and ranged from $373,000 to $992,383. The vendors who did not respond generally provide SCADA systems to utilities that are either larger or smaller in scope than required by a utility ofPalo Alto’s size. A selection committee consisting of Utility and Administrative Services staff reviewed the proposals. In addition to the staff review, a consultant (R.W. Beck) was contracted to provide an independent review of the proposals. R.W. Beck has extensive experience in the application of SCADA systems. The detailed Selection Process is included in Exhibit "A". After careful evaluation, Advanced Control Systems, Inc. (ACS) was selected because its proposal demonstrated an excellent ability to furnish a SCADA system that meets Palo Alto’s requirements. Also, ACS demonstrated a particular commitment to customer satisfaction and long term-support, which is important for a SCADA system. CMR:269:96 Page 3 of 4 FISCAL IMPACT Funds for this project are included in the FY 1995-96 Electric Capital Improvement Program Budget. ENVIRONMENTAL ASSESSMENT The augmentation of the SCADA System does not constitute a project under Califomia Environmental Quality Act, therefore, there is no Environmental Assessment required for this contract. ATTACHMENTS Exhibit "A": Selection Process for SCADA Master Station Exhibit "B": Contract Contract Exhibits are available in Utilities Office PREPARED BY: Sam Zuccaro, Senior Power Engineer DEPARTMENT HEAD REVIEW: CITY MANAGER APPROVAL: fCi,{-y Manager CMR:269:96 Page 4 of 4 Exhibit "A" SELECTION PROCESS For SCADA MASTER STATION SELECTION PROCESS Initial Review Request for proposals for the Furnishing and Installation of a new SCADA Master Station were sent out to 14 vendors on September 14, 1995. Proposals were received from Harris Controls Division, Ilex Systems Inc., Quindar Products Ltd., Syseca Inc., ABB Systems Control Inc., Landis & Gyr, and Advanced Control Systems Inc. (ACS) on November 14, 1995. Proposals were of varying scope and ranged from $373,000 to $992,383. The Engineer’s estimate is $675,000.00. To evaluate the proposals, a review team was formed to look at the proposals from different standpoints. The team included the Project Manager from Utilities Engineering, the Supervisor of Electric Operations, the-Manager of Contracts Administration, and the Supervisor of Utilities Information and Data Systems. In addition to the staff review, a consultant (R.W. Beck) was contracted to provide an independent review of the proposals. R.W. Beck has extensive experience in the application of SCADA systems. Staff carefully reviewed each firm’s proposal based on the following criteria: The Proposer’s understanding of the requirements and the ability to meet the City’s specifications. The Proposer’s experience in providing SCADA systems of similar size and capability. Customer satisfaction of the proposer’s existing systems in service, including reliability and Customer Service response. Flexibility and ease of expansion of the proposed system architecture. Installed price. Staff and R.W. Beck made a separate and independent initial review of all of the proposals and selected ACS’s, ABB’s, and Landis & Gyr’s as the best 3 proposals for a more detailed review. From the initial review, Staff rejected the proposals from Harris, Ilex, Quindar, and Syseca for the following reasons: Harris Controls Division submitted a very minimal and incomplete proposal which suggested that they were not interested in furnishing a system for a utility of our size. There was no attempt made by Harris to complete any of our forms or to answer any of our technical requests. Harris appears geared to furnishing much larger SCADA systems than Palo Alto requires. Ilex’s proposed system required an 0S/2 operating system which did not meet the specifications. Also, staff was not convinced that Ilex’s pc-based system would have the processing power or reliability to handle emergency situations when it is critical for such systems to work reliably. Staff attended an Ilex users group meeting and customer service complaints were registered by some of the attendees. One specific complaint noted was that systems were being shipped without operating manuals. Furthermore, the manuals could not be obtained in a timely manner. Quindar took several exceptions related to critical technical issues. Staff was not convinced that Quindar would guarantee that their system would properly interface with existing SCADA RTU’s (Substation SCADA equipment). Their proposal was the least supportive of a turn-key approach, because they required more City staff to implement. Also, they proposed servers that had less processing power than the competing systems. Syseca did not have the required experience in furnishing SCADA systems to electric utilities. In addition, the cost of their system was higher than the similar system proposed by Landis & Gyr. Final Review Staff then made an in-depth review of the remaining 3 proposals which included interviewing each vendor for technical details of their proposals, inspecting the vendors’ manufacturing facilities, observing demonstrations of the vendors’ proposed systems, and checking references. The result of these reviews is that Staff recommends the Agreement for the SCADA system be awarded to ACS. This recommendation is based on the following: Staff attended a recent ACS User Group meeting in Atlanta, interviewed several Utility representatives at the Users Meeting, interviewed 4 other Utilities by phone, and visited one Utility who has an ACS system in service. Without exception, all of the utilities interviewed told us they were satisfied with ACS’s customer support. Staff observed a strong emphasis on Customer Satisfaction with ACS. Staff also observed that the ACS proposed system appears more intuitive and easier to operate and understand. ACS has been furnishing SCADA systems for Utilities since 1978. ACS still supports the first systems that they supplied. They have a strong customer base of over 250 systems. ACS showed Staff design documentation of possible upgrade paths for our existing Landis & Gyr field equipment, indicating their technical knowledge of the field hardware that they must interface with. Staff rejected ABB’s proposal primarily due to pricing. They proposed the highest priced system. During the interview, Staff determined that ABB had proposed extra features that Palo Alto did not need. Staff requested a resubmittal based upon more appropriate system requirements, however ABB’s revised pricing was still highest. In addition, ABB does not manufacture complete SCADA systems. ABB requires the use of other manufacturer’s field equipment for future system additions. Landis & Gyr’s proposal was rejected due to a perceived inability to provide future adequate customer support. This conclusion was reached due to past experience with lack of support with the current system, and reference checks with current Landis & Gyr customers. Since the original SCADA system was furnished by Landis & Gyr ,in principle, Landis & Gyr should be in the best position to upgrade their system. Staff gave them the benefit of the doubt even though the City has experienced numerous cases of poor customer support from Landis & Gyr for several years. Landis & Gyr acknowledges poor customer support and has assured staff that they are trying to improve this. Yet, even during the proposal evaluation, Utilities Operations personnel experienced difficulty over several days trying to obtain help and spare parts to replace failed units. In addition to eur experience, the references that Landis & Gyr provided did not report a high level of customer support, nor significant evidence of improvement. Prepared by, Sam Zuccaro May 7, 1996 CONTRACT NO. BETWEEN THE CITY OF PALO ALTO AND ADVANCED CONTROL SYSTEMS, INC. FOR SUPERVISORY CONTROL AND DATA ACQUISITION MASTER STATION INSTALLATION This Contract No. is entered into , by and between the CITY OF PALO ALTO, a chartered city and a municipal corporation of the State of California ("CITY"), and ADVANCED CONTROL SYSTEMS, INC., a Georgia corporation, located at 2755 Northwoods Parkway, Norcross, GA 30071 ("CONTRACTOR"). RECITALS: WHEREAS, CITY desires certain computer equipment and supervisory control and data acquisition ("SCADA’) software and system master station development, installation, and services ("Services"), as more fully described in Exhibit "A"; and WHEREAS,~CITY desires to engage CONTRACTOR, including its employees, if any, in providing the Services by reason of its qualifications and experience in performing such Services, and CONTRACTOR has offered to provide the Services on the terms and in the manner set forth herein; WHEREAS, CONTRACTOR is the provider of SCADA equipment, software and software documentation, and will furnish installation, maintenance, and technical support related to such equipment and software as described in the several exhibits; NOW, THEREFORE, in consideration of the covenants, terms, conditions~ and provisions of this Contract, the parties agree: SECTION i. TERM i.i This Contract will commence on the date of its execution by CITY. The obligation of CONTRACTOR to perform the Services wil! commence in accordance with the time schedule set forth in Exhibit "A". Time is of the essence of this Contract. In the event that the Services arenot completed within the specified time schedule on account of CONTRACTOR’s default, CITY’s city manager will have the option of extending the time schedule for any period of time. A party to this Agreement shall not be liable for a delay in performing or failure to perform a covenant of, or term, condition or provision of this Agreement imposed upon, such party if such delay or failure to perform is caused by an act of God or any other factor which is beyond the reasonable control of such party. This provision wil! not preclude the recovery of damages for delay caused by CONTRACTOR. 960521 syn 0070980 QUALIFICATIONS, STATUS, AND DUTIES OFSECTION 2. CONTRACTOR 2.1 CONTRACTOR represents and warrants that it has the exPertise and professional qualifications to furnish or cause to be furnished the Services. CONTRACTOR further represents and warrants that the project director and every individual charged with the performance of the Services under this Contract 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. 2.2¯In reliance on the representation and warranty set forth in Section 2.1, CITY hires CONTRACTOR to perform, and CONTRACTOR covenants and agrees that it will furnish or cause to be furnished, the Services. 2.3 CONTRACTOR will assign PETER MARCHANT as the project director to have supervisory responsibility for the performance, progress, and execution of the Services. If~ circumstances or conditions subsequent to the execution of this Contract cause the substitution of the project director for any reason, the appointment of a substitute project director will.be subject to the prior written approval of the project manager. 2.4 CONTRACTOR represents and warrants that it will: 2.4.1 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 Services; 2.4.2 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, any materials used in CONTRACTOR’s performance under this Contract, or the performance of the Services; 2.4.3 At all times observe and comply with, and cause its employees and contractors (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 2.4.4 WilZ 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 any plans, drawings, specifications or provisions of this Contract. 2.5 Any reports, information, data or other material given to, or prepared or assembled, by, CONTRACTOR or its contractors, if any, under this Contract will become the property of CITY and will not be made available to any individual or 960521 syn 0070980 organization by CONTRACTOR or its contractors, if any, without the prior written approval of the city manager. 2.6 CONTRACTOR will not provide CITY with any copies of a fina! report. 2.7 If CITY requests additional copies of reports, drawings, specifications or any other materia! which CONTRACTOR is required to furnish in limited quantities in the performance of the Services, CONTRACTOR wil! provide such additiona! copies and CITY will compensate CONTRACTOR for its actual costs. 2.8 CONTRACTOR will be responsible for employing or engaging all persons necessary to perform the Services. All contractors of CONTRACTOR will be deemed to be directly controlled and supervised by CONTRACTOR, which will be responsible for their performance. If any employee or contractor of CONTRACTOR 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 contractor will be discharged immediately from further performance under this Contract on demand of the project manager. 2.9 CONTRACTOR warrants that goods manufactured or developed by CONTRACTOR and sold hereunder shall be free from material defects in materials and workmanship for a period of fifteen (15) months from time of shipment and shall perform~in substantial conformity with the specifications, as modified and accepted in this Contract. CONTRACTOR makes this limited warranty in lieu of all other warranties, whether express or implied, with respect to the goods, including but not limited to any implied warranties for merchantability or fitness for a particular purpose. Any obligati~on of CONTRACTOR under this limited warranty shall automatically and immediately terminate without notice from or any further action by CONTRACTOR, and CONTRACTOR shall have no responsibility for damages of any kind as a result of the occurrence of any of the fol!owing: (i) misuse, abuse or negligent use of the goods or any component thereof, or (ii) any repair or alteration of the goods or any component thereof made by any third party other than CONTRACTOR, except under written authorization of CONTRACTOR. The CITY’s remedies for any goods that fail to meet the standards of the CONTRACTOR’s limited warranty are limited to the replacement or repair of such goods at the sole discretion of CONTRACTOR reasonably exercised. The total liability of CONTRACTOR for all claims, whether in contract, tort or otherwise, arising out of, connected with, or resulting from use of any goods or services provided by CONTRACTOR shall not exceed the total fees and charges paid to CONTRACTOR by the CITY during the twelve (12) months preceding any such claim. In no event wil! CONTRACTOR be liable for any incidental, consequential, indirect, exemplary or special damages, of whatever kind and however caused including (without limitation) damages for loss of revenue, loss of savings or cost of capital, 960521 s)’n 0070980 even if CONTRACTOR knew or should have known of the possibility of such damages. SECTION 3. DUTIES OF CITY 3.1 CITY will furnish or cause to be furnished the specified services set forth in Exhibit "A" and such other information regarding its requirements as may be reasonably requested by CONTRACTOR. 3.2 The city manager will represent CITY for all purposes under this Contract. SAM ZUCCARO is designated as the project manager for the city manager. The project manager will supervise the performance, progress, and execution of the Services. 3.3 If CITY observes or otherwise becomes aware of any default in the performance of CONTRACTOR, CITY will use reasonable efforts to give written notice thereof to CONTRACTOR in a timely manner. SECTION 4 COMPENSATION 4.1 In consideration of the full performance of the Services by CONTRACTOR, CITY will pay CONTRACTOR a total sum not to exceed Six Hundred Forty-Eight Thousand Six Hundred Fifty-Five Dollars ($648,655), payable within thirty (30) days of submission by CONTRACTOR of its itemized billings, in triplicate, in accordance with the following fee schedule set forth in Exhibit "Be’. SECTION 5. AUDITS 5.1 CONTRACTOR will permit CITY to audit, at any reasonable time during the term of this Contract and for three (3) years thereafter, CONTRACTOR’s records pertaining to matters covered by this Contract. CONTRACTOR further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Contract. SECTION 6.INDEMNITY 6.1 CONTRACTOR 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 anyperson, property damage or any other loss, caused by or arising out of CONTRACTOR’s, its officers’, agents’, subcontractors’ or employees’ negligent acts, errors, or omissions, or willful misconduct, or conduct for which applicable law may impose strict liability on CONTRACTOR in the performance of or failure to perform its obligations under this Contract. 6.2 CONTRACTOR shall (i) assume the defense of any suit brought against CITY for infringement of a United States Letter Patent arising solely from the use/or sale of goods furnished hereunder, (ii) defray the expense of such defense and (iii) 96052! syn 0070980 4 indemnify CITY against any money damages and/or costs awarded in such suit provided; (a) that CONTRACTOR is given sole and exclusive control of all litigation proceedings including negotiations relative to the settlement thereof (b) that the liability claimed shall have arisen solely because of CONTRACTOR’s selections as to the design, composition or manufacture of such goods as that such goods are in the form, state and condition as sold by CONTRACTOR, (c) that CITY shall have made all payments then due, and (d) that CITY promptly informs CONTRACTOR in writing of any claims with respect to which CONTRACTOR assumes responsibility hereunder. If such goods, or any part thereof, shall be held to infringe any United States Letter Patent, and CITY is enjoined from using such goods or such infringing part thereof, CONTRACTOR, at its option and expense will (i) procure for CITY the right to use such goods or such~infringing part thereof in the United States free from any liability for patent infringement, (2) replace such goods or such infringing part thereof with non-infringing substitute otherwise complying with the requirements of the Contract, or (3) repurchase such goods or such infringing part thereof from CITY at the price paid thereof. The foregoing states the entire liability of CONTRACTOR for patent infringement by such goods or any part thereof. SECTION 7. WAIVERS 7.1 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 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. 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 term, covenant, condition or provision of this Contract or of any applicable law or ordinance. 7.2 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 8. INSURANCE 8.1 CONTRACTOR, at its sole cost and expense, will obtain and maintain, in full force and effect during the term of this Contract, the insurance coverage described in Exhibit "C", insuring not only CONTRACTOR and its contractors, if any, but also, with the exception of workers’ compensation, employer’s liability, and professional liability insurance, naming CITY as an additional insured concerning CONTRACTOR’s performance under this Contract. 8.2 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 960521 s)~ 0070920 5 the State of California. Any and all contractors of CONTRACTOR retained to perform Services under this Contract will obtain and maintain, in full force and effect during the term of this Contract, identica! insurance coverage, naming CITY as an additional insured under such policies as required above. 8.3 Certificates of such insurance, preferably on the forms provided by CITY, will be filed with CITY concurrently with the execution of this Contract. The certificates will be subject to the approval of CITY’s risk manager and will contain an endorsement stating that the insurance is primary coverage and wil! not be canceled or altered by the insurer except after filing with 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. 8.4 The procuring of such required policy or policies of insurance wil! not be construed to limit CONTRACTOR’s liability hereunder nor to fulfill the indemnification provisions of this Contract. Notwithstanding the policy or policies of insurance, CONTRACTOR 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 9. WORKERS’ COMPENSATION 9.1 CONTRACTOR, 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 provisions, as applicable, before commencing the performance of the Services. SERVICES SECTION i0. TERMINATION OR SUSPENSION OF CONTRACT i0.I The city manager may suspend the performance of the Services, in whole or in part, or terminate this Contract, with or without cause, by giving thirty (30) days’ prior written notice thereof to CONTRACTOR. Upon receipt of such notice, CONTRACTOR will immediately discontinue its performance of the Services. 10.2 CONTRACTOR may terminate this Contract 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 or in the event CITY indefinitely withholds or withdraws its request for the initiation or continuation of the Services to be performed. 960521 syn 0070980 6 10.3 Upon such suspension or .termination by CITY, CONTRACTOR will be paid for the Services actually rendered to CITY on or before the effective date of suspension or termination; provided, however, if this Contract is suspended or terminated on account of a default by CONTRACTOR, CITY will be obligated to compensate CONTRACTOR only for that portion of the 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 her discretion. 10.4 Upon such suspension or termination, CONTRACTOR will deliver to the city manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONTRACTOR or its contractors, if any, or given to CONTRACTOR or its contractors, if any,. in connection with this Contract. Such materials will become the property of CITY. 10.5 The failure of CITY to agree with CONTRACTOR’s independent findings, conclusions, or recommendations, if the same are called for under this Contract, on the basis of differences in matters of judgment, will not be construed as a failure on the part of CONTRACTOR to fulfill its obligations under this Contract. SECTION ii. ASSIGNMENT ii.i This Contract is for the personal services of CONTRACTOR, therefore, CONTRACTOR will not assign, transfer, convey, or otherwise dispose of.this Contract or any right, title or interest in or to the same or any part thereof without the prior written consent of CITY. A consent to one assignment will not be deemed to be a consent to any subsequent assignment. Any assignment made without the approval of the city manager 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. 11.2 CITY shall not assign, transfer, convey, or otherwise dispose of this Contract or any right, title or interest in or to the Master Station System, or any part thereof, without the prior written consent of CONTRACTOR, which consent shall not be unreasonably withheld. SECTION 12. NOTICES 12.1 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 Alt0, CA 94303 960521 syn 00709g0 To CONTRACTOR: Attention of the Manager, Contract Administration at the address of CONTRACTOR recited above SECTION 13.CONFLICT .OF INTEREST 13.1 In accepting this Contract, CONTRACTOR 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. 13.2 CONTRACTOR~ further covenants that, in the performance of this Contract, it will not emp!oy any contractor or person having such an interest. CONTRACTOR certifies that no person who has or wil! have any financial interest under this Contract is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. SECTION 14.NONDISCRIMINATION 14.1 As set forth in the Palo Alto Municipal Code, no discrimination will be made in the emp!oyment of any person under this Contract because of the age, race, color, national origin, ancestry, religion, disability, sexual preference or gender of that person. If the value of this Contract is, or may be, five thousand dollars ($5,000) or more, CONTRACTOR agrees to meet all requirements of the Palo Alto Municipal Code pertaining to nondiscrimination in employment, including completing the requisite form furnished by CITY and set forth in Exhibit "D". 14.2 CONTRACTOR agrees that each contract for services with an independent provider will contain a provision substantially as follows: "[Name of Provider] will provide CONTRACTOR 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, co!or, national origin, ancestry, religion, disability, sexual preference or gender of such person." 14.3 If CONTRACTOR is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of Federal law or 960521 syn 0070980 executive order in the performance of this Contract, it will be in default of this Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct the sum of twenty-five dollars ($25) ~for each person for each calendar day during which such person was subjected to acts of discrimination, as damages for breach of contract, or both. 0nly 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. 14.4 If CONTRACTOR is in default of the nondiscrimination provisions of this Contract or the Affirmative Action Guidelines pertaining to this Contract, CONTRACTOR wil! be found in material breach 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 CONTRACTOR the sum of two hundred fifty dollars ($250) for each calendar day during which CONTRACTOR is not in compliance with this provision as damages for breach of contract, or both. SECTION 15.MISCELLANEOUS PROVISIONS 15.1 CONTRACTOR represents and warrants that it has knowledge of the requirements of the 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. CONTRACTOR will comply with or ensure by its advice that compliance with such provisions will be effected in the performance of this Contract. 15.2 This Contract will be governed by the laws of the State of California, excluding its conflicts of law. 15.3 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. 15.4 The prevailing party in any action brought to enforce the provisions of this Contract may recover its reasonable costs and attorneys’ fees expended in connection with that action. 15.5 This document represents the entire and integrated agreement between the parties and supersedes all prior negotia- tions, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 15.6 All provisions of this Contract, whether covenants or conditions, will be deemed to be both covenants and conditions. 15.7 The covenants, terms, conditions and provisions of this Contract will apply to, and will bind, the heirs, successors, 960~21 syn 00709g0 executors, administrators, assignees, and contractors, as the case may be, of the parties. 15.8 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 wil! remain in ful! force and effect. 15.9 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 wil! be deemed to be a part of this Contract. 15.10 This Contract may be executed in any number of counterparts, each of which will be an origina!, but all of. which together will constitute one and the same instrument. 15.11 This Contract is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Contract will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Contract are no longer available. This Section 15.11 shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Contract. 15.12 In the event of any conflict involving interpretation of this Contract, the order of precedence for interpretation of provisions of this Contract shal! be as follows: This Contract Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Scope of Services and Time Schedule Quotation Insurance Nondiscrimination Compliance Form Software License Agreement Customer Confidentiality Agreement Support Agreement 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 960521 syn 0070980 i0 APPROVED AS TO FORM: Senior Asst. City Attomey APPROVED: Assistant City Manager Director of Utilities Deputy City Manager, Administrative Services Risk Manager Attachments: EXH!BIT "A"" EXHIBIT "B"" EXHIBIT "C"" EXktTBIT "D"’ EXHIBIT "E"" EXHIBIT "F"" EXHIBIT "G"" ADVANCED CONTROL SYSTEMS, INC. By: ~ Horst W. Ruckert Its: Manager, Contracts A dministration Taxpayer’s I.D. No. 58-1224052 SCOPE OF SERVICES AND TIME SCHEDULE QUOTATION INSURANCE NONDISCRJMINATION COMPLIANCE FORM SOFTWARE LICENSE AGREEMENT CUSTOMER CONFIDENTIALITY AGREEMENT SUPPORT AGREEMENT 960521 SYN0070980 CERTIFICATE OF ACKNOWLEDGEMENT (Civil Code § 1189) STATE OF Georgia ) ) SS. COUNTY OF Gwinnett ) On May21 ,1996, beforeme, ElaineP. Meggs, a Notary Public in and for said County and State, personally appeared Horst w. Ruckert, personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Publ~g7- 960521 SYN0070980