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HomeMy WebLinkAbout1999-06-28 City Council (15)TO: City of Palo Alto City Manager’s Report HONORABLE CITY COUNCIL 15 FROM: DATE: CITY MANAGER JUNE 28, 1999 DEPARTMENT: ADMINISTRATIVE SERVICES CMR: 280:99 SUBJECT:APPROVAL OF CONTRACT IN THE AMOUNT OF $341,539 WITH GROUP 1 SOFTWARE, INC. FOR DEVELOPMENT OF A UTILITIES BILL PRINTING APPLICATION RECOMMENDATION Staff recommends that Council: Approve and authorize the Mayor to execute the attached contract with Group 1 Software, Inc. in the amount of $341,539 to provide and implement software for - formatting and printing utilities bills. Authorize the City Manager or her designee to negotiate and execute one or more change orders to the contract with Group 1 Software, Inc. for related, additional, but unforeseen work which may develop during the project, the total value of which shall not exceed $34,000.. DISCUSSION Project Description After the City’s current utility bill print software vendor announced that it will no longer support the software, staff proposed and Council approved a Fiscal Year 1998-99 Capital Improvement Program (CIP) project (No. 9905) to replace the current bill print software. The work to be performed under the proposed contract is the purchase, development, configuration, installation, and training of City staffin the operation of a software application to print utility bills. This software product will accept billing data from the Utilities Customer Information System (CIS), organize and format it for printing, and create a print stream to the City’s HP 5000 laser printers. CMR: 280:99 Page 1, of 4 Selection Process Staff sent a Request for Proposals (RFP) to 12 firms on December 7, 1999. The initial proposal period was until January 5, 1999 and was subsequently extended to February 16, 1999. A total of six firms submitted proposals. Three firms provided fees for the sottware and the cost to implemem the software to meet .the City’s requirements. These three proposals ranged from $69,300 to $341~539. Two fLrms ihdicated a fee for the software but declined to estimate the total cost to install or configure the software to meet the City’s requirements. One firm indicated that it did not submit a proposal because it did not meet the Ci.ty’s experience requirement. The bill priming process is managed by the Information Technology Services Division of the Administrative Services Department (ASD) and funded by the City’s six utilities. A selection advisory committee consisting of staff t~om the Administrative Services and Utilities Departmems reviewed the proposals, and four firms were invited to participate in oral interviews on March 4, 22, 25, and 26. The committee carefully reviewed each firm’s qualifications and submittal in response to the RFP relative to the following criteria: ability to meet the time frame required for the CIS to be operational before the end of 1999; ability to meet currem requiremems for bill production; ease of modification of bill formatting to meet future requirements; flexibility to imerface to electronic (Imernet) billing at some future date; vendor experience with milities billingapplications; vendor experience with the CIS software to which this software will imerface; value compared to cost; anticipated capability of the vendor to offer technical support in the future; and flexibility of the software to be used to produce other billing-related notices and documems. Group 1 Software, Inc. was selected because its product has the greatest capability in the following areas: Handling multiple meters on a single accoum, customizing messages to customers, master accoum billing, fore options, graphics, and formatting prim dynamically withom requiring specific reprogramming for each change; Ability to modify/enhance bill format over the long-term without requiring reprogramming; CMR: 280:99 Page 2-of 4 Ability to be completed in time to allow the CIS to be operational before the end of 1999; Ability to be utilized with other printers should the City elect at some future date to upgrade or change printing hardware; and, Cost-effectiveness over other proposed solutions, which involved either less well- defined initial costs or considerably higher maintenance costs, or both. Group 1 Software Inc.’ is the only firm experienced with the City’s CIS software (Systems and Computer Technology Banner) among the three firms which provided complete price proposals. This was a key consideration since the vendor selected will be required to deliver a finished, working system in a time frame that will allow the CIS software to be tested and operational by the end of 1999. The implementation of the CIS software is a critical part of the City’s Y2K compliance efforts. RESOURCE IMPACT The Fiscal Year 1998-99 Capital Improvement Program (CIP) Budget includes $144,000 for this project (Number 9905). At the time the CIP budget was prepared, the City had no experience with similar projects, and the costs were significantly underestimated. The staff report that transmits the 1999-01 Proposed Budget to the City Council for adoption contains a request to add an additional $231,539 to this project and to allow for a ten percent contingency. Funds have been identified to be allocated from the following Enterprise Funds in the amounts specified: $139,108 from the Electric Fund Distribution Rate Stabilization Reserve; $34,453 from the Gas Fund Distribution Rate Stabilization Reserve; $23,409 from the Refuse Fund Rate Stabilization Reserve; $11,160 from the Wastewater Treatment Fund Rate Stabilization Reserve and; $23,409 from the Water Fund Rate Stabilization Reserve. ENVIRONMENTAL REVIEW This is not a project under CEQA. ATTACHMENTS Attachment A:Contract PREPARED BY:Glenn Loo, Manager, Utilities Information System Manny Ventura, Manager, Information Technology Applications CMR: 280:99 Page 3-of 4 DEPARTMENT HEAD: CITY MANAGER APPROVAL: CARL YEATS Director, Admini~rative Services EMILY ~IAKRISON Assistant City Manager CMR: 280:99 Page 4 of 4 AGREEMENT FOR ACQUISITION OF SOFTWARE AND RELATED SERVICES THIS AGREEMENT is made and entered into on the __ day of June, 1999, by and between the CITY OF PALO ALTO, a chartered municipal corporation of the State of California ("CITY"), and GROUP 1 SOFTWARE, INC., a Delaware corporation, with offices at 4200 Parliament Avenue, Suite 600, Lanham, MD 20706-1844 ("CONTRACTOR") RECITALS: A. CITY desires to license software and obtain certain consulting services for the purpose of printing CITY’s Utilities bills from an electronic extract file produced by SCT Corporation’s Banner CIS®. B. CONTRACTOR has submitted a proposal in response to CITY’s Request for Proposal No. 111219A. NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree as follows: SECTION 1. THE PRODUCT; SERVICES 1.1 CONTRACTOR shall deliver to CITY one (1) copy of CONTRACTOR’s proprietary DOC 1 computer software product identified in Exhibit B to the Agreement (the "Software"). CONTRACTOR shall also provide to CITY certain professional consulting services (collectively, the "Services"), including the development of certain computer software deliverables described in the Statement of Work (the "SOW") set out in Exhibit A to the Agreement. CONTRACTOR shall perform and CITY shall pay for the minimum number of hours identified in-the SOW. 1.2 CITY shall license the Software from CONTRACTOR and obtain the Services in accordance with the terms and conditions set forth in this Agreement. SECTION 2. DELIVERY 2.1 Delivery will be made by CONTRACTOR’s personnel, on-site, and shall coordinate with CITY as to the schedule of delivery so as to cause the least possible disruption to CITY’s operations. CONTRACTOR will install any peripherals and any other hardware that CITY purchases from CONTRACTOR. CITY will be responsible for installing hardware and equipment it is purchasing from sources outside of this agreement. SECTION 3. COMPENSATION 3.1 In consideration of the license to the Software granted hereunder, CITY shall pay CONTRACTOR One Hundred Twenty Thousand Dollars ($120,000). In consideration of twelve (12) months of Maintenance for the Software, CITY shall pay CONTRACTOR Nineteen Thousand and Eight Hundred Dollars ($19,800). CITY shall also pay CONTRACTOR, on a time and materials basis, the hourly rate set out in Exhibit B for the Services. The fees do not include applicable sales and use tax or travel-related expenses. Total ..compensation is detailed in the attached Pricing and Scheduling document labeled Exhibit "B". 3.2 Compensation shall be payable to CONTRACTOR in accordance with the payment schedule set forth in Exhibit "B". CITY shall be responsible for remitting any applicable sales and use taxes to the appropriate local and tax authorities. 3.3 In addition to the compensation payable in accordance with subsections 3.1 and 3.2, CITY shall reimburse CONTRACTOR for its actual expenses incurred in the performance of this Agreement, subject to the guidelines set out in Exhibit "F", in an amount not to exceed $20,000 unless authorized in writing by CITY.’ SECTION 4. LICENSE 4.1 CONTRACTOR grants CITY a non-exclusive, non-transferable perpetual license for the Software in accordance with the terms of this Agreement. CITY shall not sell or transfer the Software or copies thereof to any third party or permit any third party to use or have access to the Software. CITY agrees to secure and protect the Software and copies thereof from transfer to third parties, and agrees to take appropriate action through instruction with its employees who are permitted access to the Software or copies thereof, to satisfy its obligations under this Agreement. The license under this Agreement allows CITY to: ao Use’the Software on the equipment (the "CPU") and operating system and at the location (the "Installation Site") specifically designated in Attachment B, provided CITY may upgrade or change the CPU upon CONTRACTOR’S prior written consent and the payment by CITY of any applicable upgrade or license fees; Make one (1) back-up copy of the Software, provided CONTRACTOR’s proprietary legend is included, which back-up copy shall be used only in the event of a malfunction or disaster; Co Transfer the Software to a back-up CPU to be used when a designated CPU is temporarily inoperable; d.Modify the Software; provided that: 2 CITY supplies CONTRACTOR with written notification of the modification; and ii.The modification is made according to CONTRACTOR’s conventions or requirements. o°o, 111.The warranties set out herein shall not apply to any such modifications performed by the CITY and CONTRACTOR shall not be responsible to provide maintenance for such modifications. eo Make as many additional copies of the documentation for its own use as it may determine to be necessary or desirable, provided CONTRACTOR’s proprietary legend is included; and f.Have access to acopy of the Software’s source code, subject to the provisions of Section 7 of this Agreement. 4.2 CITY will not use or operate the Software improperly, carelessly, or in a manner contrary to that authorized by this license. 4.3 Unless authorized by CONTRACTOR in writing or otherwise set out in Exhibit B, CITY shall not use the Software on behalf of any third party or access the Software from remote locations. SECTION 4A. SERVICES a)CONTRACTOR shall assign to CITY, upon the payment by CITY of all fees due hereunder, all right, title and interest to any computer software and other deliverables developed as part of the Services (the "Service Deliverables"). CITY shall not sell, license or otherwise provide-such Service Deliverables to any third party. The Service Deliverables shall not include any of CONTRACTOR’s proprietary computer software products or any other proprietary information developed by CONTRACTOR or a third party prior to commencement of or independently of the Services. CONTRACTOR, however, retains the royalty-free right to recreate or re-use the ideas, methodologies, techniques and know-how utilized hereunder to develop software containing comparable functionality or a similar application for other parties (irrespective of the similarity, if any, of screen formats, structure, organization and sequence of such software). b)CITY acknowledges that the Service Deliverables may have been facilitated by software development efforts previously performed by Group 1 for other customers and the rights provided to CITY under this Agreement shall not constrain or prevent CONTRACTOR from providing similar services to other parties. SECTION 5. INSTALLATION AND ACCEPTANCE 5.1 Implementation Schedule. A detailed schedule of tasks and deliverable items, which outlines the time and manner in which the transactions contemplated by this Agreement are to be performed, shall be discussed with CITY in a separate meeting and committed to a written document, which shall be incorporated as part of this Agreement. CONTRACTOR agrees to adhere to the requirements of the agreed upon Implementation Schedule in all reasonable respects. If CONTRACTOR fails to reasonably adhere to the ..Implementation Schedule, provided such failure is not caused by CITY or an occurrence set out in Section 17, below or another cause beyond CONTRACTOR’s reasonable control, CITY shall have the options set forth as follows, subject to the notice and other requirements thereof: The delivery of the Software and Service Deliverables shall be performed and completed in accordance with the agreed upon Implementation Schedule and the provisions of this Agreement. If a scheduled installation date or milestone as set forth in suchlmplementation Schedule, or, in any subsequent Implementation Schedule, developed by the parties or otherwise agreed to by the parties, shall be incapable of being met, CONTRACTOR shall give at least seven (7) days’ notice prior thereto, unless CONTRACTOR shall not know that a delay will occur, then immediately upon obtaining such knowledge, to CITY of the existence of such delay, and the proposed actual performance date. Upon receipt of such notice and provided the delay is not caused by CITY or an occurrence set out in Section 17, below, CITY may counter-notify CONTRACTOR that unless such delay is cured and scheduled installation made within twenty- one (21) days after such counter-notice, CITY may exercise the options afforded it as described in Subsection 5.3 below. 5.2 Acceptance Test. The parties agree that acceptance of the Service Deliverables shall be a demonstration, to the CITY’s reasonable satisfaction, that the Service Deliverables operate in accordance with the functional specifications described in the SOW. CITY shall perform the acceptance test in accordance with the SOW and shall notify CONTRACTOR in writing within thirty (30) days following delivery of the Services if such Services fail to operate in accordance with the functional specifications described in the SOW. The notice shall specify the non-conformities and the requirements for acceptance in reasonable detail in accordance with the SOW. CONTRACTOR shall use reasonable commercial efforts, in accordance with the terms of this Agreement and the SOW, to correct any such reported non- conformities. If CITY fails to timely notify CONTRACTOR as provided herein, the Deliverables shall be deemed accepted. 5.3 Acceptance or Rejection. Acceptance of the Service Deliverables shall not occur until the Services have adequately passed the acceptance test set forth in the preceding subsection 5.2. If CONTRACTOR fails to provide the Service Deliverables in accordance with the applicable SOW within the time lines set forth in this Agreement, except as otherwise set out in Section 5.1, CITY shall have the option, upon notice to CONTRACTOR, to: 4 a.Cancel the Services, whereupon, in addition to any other remedies available at law or under this Agreement, but subject to Section 6.8, below, CITY shall receive a refund of any sums heretofore paid by CITY for the Services and CITY shall have no further obligations pursuant to suchServices; or b.Accept the Service Deliverables at its then level of performance; or c. Permit the acceptance phase of the Service Deliverables to be extended for ..such period as agreed upon by CITY in writing; or d.Accept those portions of the Service Deliverables which pass the acceptance criteria and require CONTRACTOR to correct the remaining portions, in which event CITY shall not be liable for any payments for such remaining portions until they have passed the acceptance tests; or e. Pursiie such remedies as may be available to CITY. at law or in equity, subject to Sections 6.7 and 6.8, below. Acceptance of the Service Deliverables by the CITY will not release CONTRACTOR from the requirements of correcting defects in the Service Deliverables in accordance with the terms of the warranties and maintenance requirements set forth herein. 5.3.1 LiquidatedDamages. The parties agree that time is of the essence in the performance of this Agreement, and if the Implementation Schedule described in the SOW is not met, specifically Phase I, as described in the SOW, is not completed and the Service Deliverables described therein are not delivered, resulting in potential Year 2000 noncompliance by CITY, CITY will be unable to print and delivery utility bills and will sustain damages. The parties further agree that it is and will be impracticable and extremely difficult to ascertain the actual damages CITY will sustain by reason of such delays, and that the sums specified herein below are reasonable, good-faith estimates of the damages CITY will suffer per. calendar day by CONTRACTOR’s failure to meet said Implementation Schedule, specifically, and limited to completion of Phase I described in the SOW and the delivery of the Service Deliverables necessary to permit CITY to produce and print a test bill. Therefore, the parties agree that CONTRACTOR shall pay to CITY as liquidated damages the sums specified below for each calendar day’s delay to complete Phase I in accordance with the Implementation Schedule as required to permit CITY to produce and print a test bill, and that if the liquidated damages are not paid, CITY may deduct the amount thereof from any monies otherwise due CONTRACTOR under this Agreement. Notwithstanding the foregoing, CONTRACTOR shall not be liable for liquidated damages if any delay in meeting the Implementation Schedule for Phase I is due to any cause beyond the reasonable control of CONTRACTOR, including, but not limited to, CITY’s delay in approving the Implementation Schedule or Detailed Design Specification set out in the SOW, a requested change in scope or any delay that results from a cause specified in Section 17 of this Agreement. a.If CONTRACTOR fails to meet the Implementation Schedule for Phase I, CITY will not assess liquidated damages if a contingency plan, acceptable to CITY, can be implemented, at CONTRACTOR’s sole cost, which will minimize to insignificance the risk or potential damages to CITY. b.Liquidated damages will be assessed as follows: (i) if Contractor has not completed Phase I as described in the SOW within forty-five (45) days following CITY’s acceptance of the Detailed Design Specification and in no event later than October 15, 1999, subject to Section 5.1, above, and CITY is unable to produce and print a test bill by such date, Contractor shall pay liquidated damages, subject to this Section 5.3.1 of $500 per calendar day for each subsequent calendar day that Phase 1 is delayed. (ii) In no event shall liquidated damages exceed $28,860, which is twenty percent (20%) of the minimum compensation to be paid for the Services. SECTION 6. WARRANTY 6.1 CONTRACTOR warrants that it has the right to grant the license described in this Agreement and that the Software and Service Deliverables, as delivered and installed, are free of any claim of patent, trademark or copyright infringement, and that CONTRACTOR will defend or, at its option, settle any action at law against CITY based upon a claim that CITY’s use of the Software or Service Deliverables in accordance with this Agreement infringes any patent, copyright or other intellectual property right of any third party. In the event of an infringement claim, CONTRACTOR shall have the right to: (i) replace the infringing Software or Service Deliverables with functionally equivalent software; (ii) modify such Software or Service Deliverables while retaining substantively equivalent functionality; (iii) procure at no cost to CITY the right to continue to use such Software or Service Deliverables; or (iv) if the fore, going is not commercially reasonable, direct CITY to terminate use of such Software or Service Deliverables. If CONTRACTOR directs CITY to terminate use of such Software or Service Deliverables (or a permanent injunction is issued against such use), CITY shall immediately terminate such use. If CITY’s use of the Software is terminated pursuant to this Section 6.1, CITY’s remedies, in addition to the indemnification set out herein, shall be limited to the right to terminate this Agreement and receive a pro rata refund of the license fees previously paid for such Software based on a term of sixty (60) months. CONTRACTOR’s obligation under this Section shall not extend to any release of the Software for which infringement could have been avoided by CITY’s use of a superceding version of the Software; provided CONTRACTOR notified CITY in writing of the need to use such superceding version of the Software. 6.2 CONTRACTOR represents and warrants that the Software shall perform all material functions set out in and shall otherwise operate in substantial accordance with CONTRACTOR’s standard user and technical documentation for such Software. Contractor further represents and warrants that the Software shall contain the functionality necessary to 6 perform the Services set out in Exhibit A. If such Software fail to comply with this warranty, CONTRACTOR shall have thirty (30) days following notice from CITY, or an additional period of time as reasonably agreed to by the parties, to cure any such material breach. If CONTRACTOR is unable to timely cure such breach, CITY, as its sole and exclusive remedy, shall have the right to terminate the license to such Software that fails to so operate and receive the refund described herein. If CITY terminates such license within one hundred eighty (180) days from the date of this Agreement, CITY shall receive a full refund of all license and maintenance fees paid for such Software. If CITY thereafter terminates such license, CITY shall receive a pro rata refund of the license fees previously paid for such Software based on a useful iife of such Software of sixty (60) mouths plus any pre-paid maiutenance fees. This warranty is effective for fifteen (15) months from the date of this Agreement and shall continue thereafter to the extent that CITY is current on maintenance. 6.3 CONTRACTOR represents that the Services shall be performed in a professional manner in accordance with generally accepted industry standards for the software consulting industry. Contractor further represeuts that for a period of ninety (90) days from CITY’s acceptance of the Service Deliverables, the Service Deliverables will operate according to the specifications set out in the SOW. If the Services or Service Deliverables fail to comply with this warranty, CITY shall promptly notify CONTRACTOR in writing. The notice from CITY shall specify in reasonable detail any alleged non-conformities in the Services or Service Deliverables and reasonable requiremeuts for acceptance of the Services or Service Deliverables. Upon such notice, CONTRACTOR shall, as CITY’s sole and exclusive remedy, promptly re- perform any such Services or Service Deliverables in accordance with this Agreement. This warranty is effective for ninety (90) days following completion of the Services.’ 6.4 CONTRACTOR warrants and certifies that the Software: a.Is Year 2000 compliant; is designed to be used prior to, during and after the calendar Year 2000 AD; will, as a result of and with respect to a date change to the Year 2000 or other calendar or date related function, operate consistently, predictably and accurately in accordance with- its warranty, without interruption or manual intervention and in the same manner as the Software operated prior to the Year 2000, and in accordance with all the requirements of this Agreement in relation to dates it encounters or processes; b.Shall; if applicable, include the four-digit year format and, to the extent that the Software is date-dependent, will correctly recognize, process, display, compare, calculate, manipulate, output, sort, store, or otherwise utilize date information; c. Will not cause a premature expiration of any security systems, licenses or files associated with the Software. To the extent that the Software will accept data from other systems and sources that may not be Year 2000 compliant, the Software must properly recognize, process, compare, calculate, display, manipulate; sort, store, output or, otherwise utilize such data in a manner that 7 eliminates any date ambiguity so that the Software remains Year 2000 compliant; provided, the Software is used by the CITY in accordance with its Year 2000 specifications. The warranties set forth in this section shall not be subject to any disclaimer or exclusion of warranties or to any limitation of CONTRACTOR’s liability under this Agreement. CONTRACTOR shall not, however, be liable for the failure of the Software to operate in accordance with this Section 6.4, provided such failure arises out of or is due to any inaccurate or incorrect data imported by CITY, user error or any third party software or operating system that is not Year 2000-compliant. ; 6.5 CONTRACTOR warrants that its personnel assigned to perform the Services during the term of this Agreement shall be qualified to perform CONTRACTOR’s obligations under this Agreement. Personnel whose conduct is incompetent, inefficient, or otherwise unsatisfactory in the CITY’s reasonable opinion shall be replaced forthwith upon request. 6.6 In the event that CITY makes any changes or modifications to the Software, CITY agrees that such changes and modifications shall be the property of CONTRACTOR, unless CONTRACTOR shall have given its prior written consent to the contrary. Furthermore, any changes or modifications made by CITY to the Software, shall mean that the warranty of CONTRACTOR with respect to such Software shall no longer apply, and CONTRACTOR shall have the right to charge CITY for additional support services at CONTRACTOR’s then prevailing service rate; however, CONTRACTOR shall have no obligation to provide such services. 6.7 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE AND SERVICES, CONTRACTOR MAKES NO WARRANTIES WITH RESPECT TO HARDWARE EQUIPMENT WHICH IT MAY SUPPLY TOGETHER WITH THE SOFTWARE OR FOR THE IMPLEMENTATION THEREOF. IN NO EVENT WILL CONTRACTOR BE LIABLE TO CITY OR ANY OTHER PARTY FOR ANY LOSS, INCLUDING TIME, MONEY, GOODWILL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, WHICH MAY ARISE FROM THE USE, OPERATION OR MODIFICATION OF THE SOFTWARE. 6.8 EXCEPT FOR GROUP I’S LIABILITY TO CUSTOMER UNDER SECTIONS 6.1 AND 6.9, GROUP I’S TOTAL LIABILITY OVER THE TERM OF THIS AGREEMENT FOR ALL LOSSES ARISING HEREUNDER, IN TORT, CONTRACT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO GROUP 1. 6.9 Notwithstanding the foregoing limitations, CONTRACTOR shall be responsible for damages to personal injury, including death, or tangible property damage due to 8 CONTRACTOR’s negligence. Nothing contained in this Agreement shall limit any cause of action arising between the parties which is based upon wrongful acts which are independent of this Agreement. SECTION 7. SOURCE CODE 7.1 CONTRACTOR acknowledges that it is the intent of CITY to service the Software through maintenance agreements with CONTRACTOR. CITY does not have the staff .or the desire to modify, enhance, or otherwise alter the application intemally. 7.2 CONTRACTOR shall deposit and maintain the source code to the Software and all updates, enhancements, revisions and modifications thereto in an escrow account with an independent third party acceptable to CITY. CITY shall have the right but not the obligation to use CONTRACTOR’s regular escrow agent. In such case, CONTRACTOR shall enroll CITY for so long as CITY is current on maintenance for such Software and at CITY’s cost and expense as a Subscriber Licensee under CONTRACTOR’s escrow agreement for such Software. Following execution of this Agreement, CONTRACTOR shall provide CITY with a copy of CONTRACTOR’s source code escrow agreement for the Software with Data Securities International, Inc. ("DSI"). If, following CITY’s review, of DSI, CITY determines that it is necessary to enter into a new escrow agreement, the parties shall negotiate in good faith and enter into a new source code escrow agreement with an independent third party acceptable to the parties. CITY shall pay all costs for setting up such escrow agreement, and the parties shall be responsible to pay for their respective maintenance fees for such escrow. 7.3 CITY shall have the right under Section 7.2 to obtain a license to the source code to the Software in the event that CONTRACTOR does not remain in business or materially breaches the maintenance or support obligations of this Agreement and fails to cure such breach within thirty (30) days following notice from CITY or an additional amount of time thereafter as reasonably agreed to by the parties. CITY shall have the right under the license granted hereunder to use the source code solely to maintain the Software in accordance with the terms of this Agreement. 7.4 CONTRACTOR shall provide CITY a copy of the source code to the Service Deliverables. SECTION 8. TERM The term of this Agreement shall commence on the date of execution of this Agreement by CITY, and shall continue until terminated in accordance with the terms set out herein. SECTION 9. TERMINATION 9.1 This Agreement may be terminated by either party upon thirty (30) days prior written notice if the other party has materially breached the provisions of this Agreement 9 and has not cured such breach within thirty (30) days following such notice or an additional period of time as reasonably agreed to by the parties. 9.2 Upon termination, either party may, subject to Section 6.7 and 6.8, pursue such remedies at law or in equity as may be available to it. 9.3 Upon termination, CITY shall immediately cease use of the Software and return or destroy all copies of the Software. SECTION 10. INDEMNITY 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 for injury or death of any person, or property damage caused by or arising out of the negligent acts or omissions, or willful misconduct of CONTRACTOR, its officers, agents, subcontractors or employees in the performance of its obligations under this Agreement. SECTION 11. INSURANCE 11.1 CONTRACTOR, 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 "D", insuring not only CONTRACTOR, 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 Agreement. 11.2 All insurance coverage required hereunder will be provided through carders with Best’s Key Rating Guide ratings of A:VII or higher which are admitted to transact insurance business in the State of California. Any and all contractors of CONTRACTOR retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 11.3 Certificates of such insurance shall be filed with CITY concurrently with theexecution of this Agreement. The certificates will be subject to the approval of CITY’s risk manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled or 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 Agreement with the City Clerk. 11.4 The procuring of such required policy or policies of insurance will not be construed to limit CONTRACTOR’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONTRACTOR will be obligated for the full and total amount of any damage, injury, or l.oss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 12. WORKERS’ COMPENSATION 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. SECTION 13. ASSIGNMENT CONTRACTOR shall not assign or subcontract the services to be provided by it under this Agreement, and no assignment of this Agreement or subcontracting of the services to be provided under this Agreement or any fight or interest therein by CONTRACTOR shall be effective, without the prior written consent by CITY of such assignment or ’subcontract, which consent will not be unreasonably withheld. The performance of the Agreement by CONTRACTOR is of the essence of the Agreement. CONTRACTOR shall have the fight, however, to assign this Agreement or any of its obligations hereunder to an affiliate or a third party that has purchased all or substantially all of its assets or a controlling interest of its stock without consent. In the event of any assignment or subcontract, CONTRACTOR shall remain primarily liable for all of its obligations under this Agreement. SECTION 14. WAIVER No waiver of any breach of any term or condition of this Agreement shall be construed to waive any subsequent breach of the same or any other term or condition of this Agreement. SECTION 15. CONFLICT OF INTEREST 15.1 In accepting this Agreement, 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. 15.2 CONTRACTOR further covenants that, in the performance of this Agreement, it will not employ any contractor or person having such an interest. CONTRACTOR 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 Palo Alto Municipal Code and the Government Code of the State of California. 11 SECTION 16. NONDISCRIMINATION 16.1 As set forth in the Palo Alto Municipal Code, no discrimination will be made in the employment of any person under this Agreement because of the age, race, color, national origin, ancestry, religion, disability, sexual preference or gender of that person. If the value of this Agreement 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 fumished by CITY .and set forth in Exhibit "D". 16.2 CONTRACTOR agrees that each agreement 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; and that [Name of Provider] will not discriminate in the employment of any person under this agreement because of the age, race, .color, national origin, ancestry, religion, disability, sexual preference or gender of such person." 16.3 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 executive order in the performance of this Agreement, it will be in default of this Agreement. Thereupon, CITY will have the power to cancel or suspend this Agreement, 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 agreement, 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 Agreement. 16.4 If CONTRACTOR is in default of the nondiscrimination provisions of this Agreement, CONTRACTOR will be found in material breach of this Agreement. Thereupon, CITY will have the power to cancel or suspend this Agreement, 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 com- pliance with this provision as damages for breach of agreement, or both. SECTION 17. FORCE MAJEURE The parties will exercise every reasonable effort to meet their respective obligations hereunder, but either party shall be excused from the performance of any of its covenants or agreements hereunder and such party’s nonperformance shall not be a default or grounds for termination of this Agreement for any period to the extent that such party is prevented, hindered or delayed for any period not in excess of thirty (30) days or an additional 12 amount of time thereafter acceptable to the party not relying on the force majeure if the cause of the delay is not reasonably subject to a cure within such period, despite the use of such party’s best efforts, from performing any of its covenants or agreements, in whole or in part, as a result of an act of God, war, civil disturbance, court order, labor dispute or other cause beyond that party’s reasonable control, including without limitation, any denial of access to the CITY’s facilities. The parties hereby agree to use their reasonable efforts to remedy the effect caused by the occurrence of the event giving rise to a party’s nonperformance of its covenants or agreements under this section. The parties agree to provide prompt notice to the other party to the extent that either party is relying on the provisions of this Section for its failure to perform any of hs covenants or agreements hereunder. SECTION 18. CONFIDENTIALITY 18.1 The parties acknowledge that in the course of performing the responsibilities under this Agreement, they each may be exposed to or acquire information that is proprietary to or confidential to the other party or its affiliated companies or their clients. Any and all information of one party in any form obtained by the other party or its employees, agents or representatives in the performance of this Agreement shall be deemed to be confidential and proprietary information of such party. Confidential. Information shall include, but is not limited to: (i) Software, Deliverables and all updates, enhancements, new releases, modifications and corrective programming thereto; (ii) technical and user documentation and guides; (iii) customer lists, prospect lists, existing agreements with vendors and business partners of either party, pricing proposals; (iv) marketing, sales, financial and other business information, data and plans; (v) research and development information; (vi) formulas, methods, know-how, processes, designs, new products, performance tests, product evaluations, proprietary computer software, bug fixes, reported problems with any software, services or the Software; (vii) information concerning the customers, potential customers, employees and service providers of either party; and (viii) any other information identified in writing as confidential or information that the receiving party knew was confidential. 18.2 The parties agree to hold such information in strict confidence and not to copy, reproduce, sell, assign, license, market, transfer, give or otherwise disclose such information to third parties or to use such information for any purposes whatsoever, without the express written permission of the other party, other than for the provision of services under this Agreement. The parties agree to advise each of their employees, agents, and representatives of their obligations to keep such information confidential. The parties shall use their reasonable efforts to assist each other in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limitation of the foregoing, the parties shall use reasonable efforts to advise each other immediately in the event that either leams or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement, and will reasonably cooperate in seeking relief against any such person. 18.3 Notwithstanding the obligations set forth in Section 18.1, the confidentiality obligations of the parties shall not extend to information that is, as of the time of 13 its disclosure, or thereafter becomes part of the public domain through a source other than receiving party; was known to the receiving party as of the time of its disclosure; or is independently developed by the receiving party without the use or benefit of such Confidential Information; or is subsequently learned from a third party not under a confidentiality obligation to the providing party; or is required to be disclosed pursuant to court order or government whereupon the receiving party shall provide notice to the other party prior to such disclosure. 19. NOTICES. 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 with copies to:Asst. Director of Utilities, Administrative Services City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 and to:Manager of Information Technology Services City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 To CONTRACTOR: at the address set forth on page one SECTION 20. MISCELLANEOUS PROVISIONS 20.1 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 Agreement. 20.2 This Agreement will be governed by the laws of the State of California, excluding its conflicts of law. 14 20.3 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. 20.4 The prevailing party in any action brought to enforcethe provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. 20.5 Ifa court of competent jurisdiction finds or rules that any provisionof this )kgreement 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. 20.6 All exhibits referred to in this Agreement 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 Agreement and will be deemed to be a part of this Agreement. 20.7 This Agreement 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. 20.8 This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. If CITY is required to sign an order form or other preprinted document from CONTRACTOR, the parties understand and agree that to the extent of any conflict between such other form or document and this document, this document shall prevail. This document may be amended only by a written instrument, which is signed by the parties. SECTION 21. MAINTENANCE 21.1 CITY hereby purchases maintenance services for the initial term set forth in Attachment A. Thereafter, CITY may elect to purchase additional maintenance services in twelve (12) month terms at.CONTRACTOR’s then-current rates. Maintenance services may be terminated by either party at the end of any term upon thirty (30) days prior written notice. 21.2 Maintenance shall consist off’ (i) reasonable amounts of telephone support to assist CITY with the use of the Software; (ii) updates, enhancements, new releases, modifications and/or corrective programming to the Software provided to other customers of the Software current on maintenance; and (iii) correction of reported bugs, defects or errors in accordance with the published support guidelines for the Software. If CONTRACTOR provides services at the Installation Site upon CITY’s request to correct a suspected error and such error is non-existent, unrelated to the Software, a result of CITY’s failure to fulfill its obligations under this Agreement, or a result of an unauthorized change to the Software, CITY shall pay CONTRACTOR for its services at CONTRACTOR’s then prevailing rates plus reasonable expenses. CONTRACTOR may discontinue maintenance services for any superseded versions of the Software upon three (3) months notice to CITY and immediately, if CITY is in breach of 15 this Agreement. CONTRACTOR may also discontinue maintenance services, upon three (3) months notice to CITY, if the Software are dependent on software or hardware components, including an operating system that are no longer supported by their developer or manufacturer. 21.3 If CITY has elected not to renew maintenance, CONTRACTOR shall have no obligation to provide maintenance services for the Licensed Products. If CITY elects to purchase maintenance services after a period of non-maintenance, CONTRACTOR and CITY shall agree on any fees due to CONTRACTOR for the period of non-maintenance prior to .customer obtaining current maintenance services. SECTION 22. TRAINING 22.1 CITY may send up to three (3) individuals to the basic training class for the Software for the fees identified in Exhibit B. Training shall be provided in accordance with CONTRACTOR’s Education Guide. CITY shall schedule training as soon as practicable, with all such training to be completed within six (6) months of the date of this Agreement. If CITY fails to complete such training, CONTRACTOR may suspend telephone consultation as described in Section 21.1, above, until such training has been completed. Additional training is available at CONTRACTOR’s then current rates. SECTION 23. CUSTOMER OBLIGATIONS 23.1 CITY shall provide or make available to CONTRACTOR personnel providing Services: (i) access, either remotely or at CITY’s site, to a CPU, computer operating system, printer and related hardware and software required by CONTRACTOR; (ii) suitable work space and other standard office equipment, including telephone, copier, dedicated modem line and fax machine for CONTRACTOR personnel performing Services at CITY’s site; (iii) relevant data or data files; (iv) trained and qualified personnel, either via telephone or in person to assist CONTRACTOR personnel performing the Services; and (v) access to CITY’s site to perform the Services. CITY shall also be solely responsible to establish and maintain for the installation and operation of the Software: (i) the CPU, operating system and related hardware and software or (ii) any data or files that are not part of the Software. 23.2 CONTRACTOR shall not be responsible for the performance of any third party providing goods or services related to the Services. -CITY shall require such third party to fully cooperate with CONTRACTOR. 16 06/20/99 WED 18:01 FAX 301 918 0430 GROUP 1 ~ IN WITNESS WI~REOF, the parties hereto have by their duly authorized representatives executed this Contract on the date first above written. ATTEST:CITY OF PALe ALTO City Clerk Mayor APPROVED AS TO FOI~M:GROUP 1 SOFTWARE, INC. Senior Asst. City Attorney APPROVED: Assistant City Manager Director of Administrative Services Director of Utilkies 52-0852578 (Compliance with Corp. Code § 313 is required if the entity on whose behalf this contract is signed is a corporation. In the alternative, a certified corporate resolution attesting to the signatory authority of the individuals signing in the~ respective capacities is acceptable) t :\~rde~agts~plapal o2 06/24/90 THU 16:25 FAX 301 918 0430 GROUP 1 CERTIFICATE OF ACK1NOWLEDGMENT (Civil Code § 1189) STATE OF MARYLAND ) COUNTY OFANNE ARUNDEL ) On June 23 ,1999, beforeme, Barbara Tansey~,aNotaryPublic in and for said County and State, personally appeared Ron Fr£edman and Mark Funsr, on perso~ally 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 witlRn 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. Si of Notary Public BARBARA TANSEY NOTARY PUBLIC STATE OF MARYLANDMy Commis~on E~r~ Jcm~y 6, 2002 Attachments: EXHIBIT "A": EXHIBIT "B": EXHIBIT "C": EXHIBIT "D": EXHIBIT "E": SOW Software and Payment Terms Insurance Requirements Nondiscrimination Compliance Form Travel Guidelines EXHIBIT A Statement of Work SERVICESI CONTRACTOR shall provide CITY with the Services described herein, subject to the terms of the Agreement and Exhibit B. The Services shall consist of two (2) phases. Phase 1 shall consist of developing an application that will provide the basic functionality required by the CITY with respect to its Residential, Commercial and Industrial bills describe in RFP#111219 and in CONTRACTOR’s response to the RFP. Basic functionality refers to the information name and address, consumption totals and the current amount due as defined in the RFP Attachment 1, page t and Attachment 2, page 1. It is anticipated by the parties that CONTRACTOR will complete Phase I and deliver to CITY the Service Deliverables described herein forty-five (45) days following CITY’s acceptance of the Detailed Design Specifications described in this SOW, but no later than October 15, 1999, and that CITY will be able to produce and print a test bill by such date. The October 15, 1999 date is dependent on the Detailed Design Specification being acceptable to CITY by September 1, 1999. (ii)Phase II of the application development will include City specific messaging, billing details and bar charts. It is anticipated by the parties that CONTRACTOR will complete Phase II and deliver to the CITY the Service Deliverables described herein by November 19, 1999. Prior to commencing with the development of the Services described in Phase I, below, CITY and CONTRACTOR shall hold a Joint Application Design (JAD) session to determine the Functional Requirements for the Services. Following the JAD session, CONTRACTOR shall develop and deliver to CITY in accordance with the terms of the Agreement an Implementation Schedule, which shall include a functional specification and project timeline for completion of the Services. CITY shall have three (3) business days following delivery of the Implementation Schedule to either accept the document or to notify CONTRACTOR in writing of any problems with the document based on the RFP and this Agreement. The notice, if any, shall specify in reasonable detail the basis forrejection and the requirements for acceptance. Upon notice of any problems with the Implementation Schedule, CONTRACTOR shall have three (3) business days to correct any such problems. If CITY fails to timely notify CONTRACTOR, the Implementation Schedule shall be deemed accepted. Following development of the Implementation Schedule, CONTRACTOR and CITY shall schedule a JAD session as soon as reasonably possible to determine the Detailed Design 19 Do Specifications for the Services. CONTRACTOR shall thereafter develop and deliver the Detailed Design Specifications. The Detailed Design Specifications shall consist of a detailed description of the Services to be performed in Phase I and Phase I1. CITY shall have five (5) business days following delivery of the Detailed Design Specifications to either accept the document or to notify CONTRACTOR in writing of any problems with the document based on the RFP and this Agreement. The notice, if any, shall specify in reasonable detail the basis forrejection and the requirements for acceptance. Upon notice of any problems with the Detailed Design Specification, CONTRACTOR shall have five (5) business days to correct any such problems. If CITY fails to timely notify CONTRACTOR, the Detailed Design Specification shall be deemed accepted. In addition to the Services described above, CONTRACTOR shall also provide the following Services: 1. Assist CITY in system testing the Bill Print application. (up to 100 hrs) 2. Provide CITY with the required or necessary support for the set up of the production and print environments (up to 40 hours) 3° Assist in Integration Testing (up to 100 hours) 4. Assist in User Acceptance Testing (up to 100 hours) 5. Provide Knowledge Transfer (up to 40 hours) 6. Provide Project Management (up to 100 hours) °,Estimated commencement date for the Services is to be determined by the parties. CHANGE REQUESTS. a)Any modifications to the Services described in this SOW that are requested by CITY shall be submitted to CONTRACTOR in writing for CONTRACTOR’s approval. b)Any estimates provided in this SOW, including expected hours to complete the Services and any timeline provided by CONTRACTOR, are based on known functional requirements as of the date that this SOW is executed. CONTRACTOR will use its best commercial efforts to notify CITY of any significant modifications to these estimates. c)If CONTRACTOR and CITY agree to any modifications to the Services, the parties shall execute a revised SOW to replace the existing SOW. ADDITIONAL CITY OBLIGATIONS. a) b) CITY will provide all fonts and graphics required for the development and installation of the statement. CITY will provide knowledgeable resources to aid in the definition of business rules and document behavior during the development of the specifications and application. 2O c) d) CITY, with the assistance of CONTRACTOR, will provide all messages required for the statement in a format acceptable to both parties. CITY will lead, define, and develop additional interfaces required for integration of the Software solution into CITY’s environment. Incorporation of RFP. The RFP and CONTRACTOR’s response to the RFP are hereby incorporated into and made a part of this SOW. 2] EXHIBIT B 1.Software Number of Perpetual Maintenance Co~ies License Fee Fee (12months) DOC 1 Production Engine 1 $100,000 $16,500 DOC 1 Application Development Facility 1 20,000 $ 3,300 TOTAL FEES:$120,000 $19,800 2.Professional Services Fee:$195 per hour = Minimum Number of Hours: 740. Except as otherwise provided herein, in no event shall the number of hours exceed 800 hours; provided, however, CONTRACTOR does not guarantee that the Services shall be completed within such hours and CONTRACTOR shall not be responsible or liable for any failure to complete such Services within the number of hours set-out herein. CONTRACTOR shall, however, use its best commercial efforts to complete the Services within the number of hours set out herein. If additional hours are required to complete the Services, the parties shall negotiate, in good faith, the number of hours to complete the Services. m Payment Terms: a)License and maintenance fees shall be paid pursuant to the following schedule: $27,960 30 days from date of Agreement $111,840 85 days from date of Agreement b)Service fees shall be due in accordance with the following schedule: Item Milestone Description Payment Amount 1 Project Start $23,400 2 Delivery and acceptance of a $11,700 Functional Specification for the Utilities Bill Print Design. Delivery and acceptance of a Detailed Technical Specification for the Utilities Bill Print Design. 3 $15,600 22 4 5 Delivery of Phase I unit tested Bill Print $29,250 application into CITY’s computer environment. Delivery of Phase II unit tested Bill Print $29,250 application into CITY’s computer environment. User acceptance paid hourly as performed for Phase I. User acceptance paid hourly as performed for Phase II. Charged at hourly rate to $195.00 and billed monthly as incurred. Charged at hourly rate to $195.00 and billed monthly as incurred. Project completion Balance due based on total hours to fees paid. Not to exceed 800 total hours without prior approval. c) Because the City’s existing utility billing system is not Y2K compliant, it is imperative that the milestones for system implementation and acceptance be met in a timely manner. Earlier implementation of these systems will decrease the risk exposure to the City. Therefore, CITY will pay to CONTRACTOR a performance incentive payment in the amount of $14,205 (5% of total compensation) for completion and final acceptance of the Bill Print system milestones thirty days or more prior to the mutually agreed upon project completion date. 5.CPU: Type: Serial Number (if applicable): Group Number (if applicable): 6.Operatin.cl System: 7.Installation Site: 8.Remote Access: Number of Users: 23 go Locations: Fee: Training: Class: Fee: DOC 1 Basic Traininq No Char.qe 24 05/Z4/99 THU 15:01 F~X 301 918 0430 EXHIBIT CJUN.-O4’99(FR[) lO:SS TEL:3015874025 P. 002 ~ - ow~!E’J ALm~ TEOOSOO21B/AUTO\O~4/01/99 TEOOBOD218tUMB\O0~4f01/99 WVAC802745 ~4t01t99 )4/OZ/O0 04/01100 04/01/00 04/01/00 SURANCE VERIFiCAtION TO WHOM IT MAY CONCERR 06/24/_9_9 THU 15..~4.8. 0F.AX~ 301 918 0430 GROUP EXHIBIT Nortdlscrimiriation compliance Form Project: Utility Bill Print So;[~vare and Services Cr~ficati°n of Nondiscrimination: As suppliers of goods or services to the City of Palo Alto, the fn’m ¯. _re,,,,.,, ..^, ~taonnz origin, ancestry, alsaoltity, or seX~ml ]~refer~nce; that they are inco~ilpliane© with all Federal, State at~d local directives ~md executive orders r~garding nondiscrimination ¯ " /n employment. Title °f Officer Si~ ~~?f 5.10 ~-a ~ Signature: Date:~ EXHIBIT E Travel Guidelines All travel expenses incurred by CONTRACTOR during performance of the Services shall be subject to the following limits; which limits may be increased upon the consent of the parties. Hotel: Car Rental: : Per Diem: Air Fare: $200 per night $65 per day $50 per day $600 per round-trip (coach fare). Air fare in excess of $600 shall require the prior written consent of CITY, which consent shall not be unreasonably withheld. All other expenses, including tolls and parking, shall be reimbursed at CONTRACTOR’s actual expenses. CONTRACTOR shall submit invoices for all expenses incurred under this Agreement. CITY shall pay such invoices within thirty (30) days.