HomeMy WebLinkAbout1999-07-07 City Council (11)City
,, City of Palo Alto
Manager’s Report
3
TO:HONORABLE CITY COUNCIL
ATTENTION: FINANCE COMMITTEE _
FROM:CITY MANAGER DEPARTMENT:ADMINISTRATIVE
SERVICES
DATE:JUNE 7, 1999 CMR:267:99
SUBJECT:APPROVAL OF AMENDMENT NO. 1 TO EXISTING (FISCAL
YEAR 1998-99) CONSULTING AGREEMENT WITH
TECHWISE CONSULTING, INC. AND APPROVAL OF FISCAL
YEAR 1999-20 CONSULTING AGREEMENT WITH
TECHWISE CONSULTING, INC. FOR INFORMATION
TECHNOLOGY APPLICATION DEVELOPMENT SERVICES
FOR THE UTILITIES’ CUSTOMER INFORMATION SYSTEM
RECOMMENDATION
Staff recommends that Council:
1)Approve and authorize the Mayor to execute the attached Amendment No. 1 to the
fiscal year 1998-99 contract with TechWise Consulting, Inc., in the amount of $8,500,
bringing the total Contract amount to $168,500.
2)Approve and authorize the Mayor to execute the attached consultant contract with
TechWise Consulting, Inc., in the amount of$172,000 for consulting services and
application development for fiscal year 1999-00.
In 1996, after completing a competitive Request for Proposals (RFP) process, Council
approved a contract with TechWise Consulting, Inc. for system analysis assistance on the
Utilities Customer Information System (CIS). TechWise was chosen because of its superior
level of technical skills and previous experience with similar systems. Since theoriginal
CMR:267:99 Page 1 of 3
selection of TechWise, the direction of the CIS proje& has shifted from .in-house
development to the acquisition of a purchased software solution. TechWise assisted in the
preparation of the RFP to acquire CIS software and in the development of comprehensive
vendor review criteria. In June 1998, due io a need for continued assistance with the
sottware acquisition and implementation of the CIS, the Council approved a contract in the
amount of $160,000 with TechWise Consulting, Inc.
The amendment to the existing contract, as well as the contract for fiscal year 1999-20 are
necessary to retain the services provided by TechWise untilthe CIS is fully implemented.
The additional funds will allow TechWise to continue to provide consulting services on the
CIS application in the following areas: Oracle database design, data migration, and testing
of the finished product to ensure that it functions properly. This continued support is
necessary, due to unforseen delays in the implementation of CIS, due in part to data
migration problems and key vacancies in the Information Technology area. Specifically,
staffneeds to increase the existing contract by $8,500 in order to retain TechWise through
the end of fiscal year 1998-99. In addition, there is a need for a new contract with TechWise
Consulting, Inc., (in the amount of $172,000), for services in 1999-00. The technical
expertise provided by TechWise is vital to the success of the CIS project. Further, it is
critical that the system be implemented in 1999, since the current CIS system is not Year
2000 compliant.
RESOURCE IMPACT
The amendment for $8,500 provides funds to continue the TechWise contract through the
end of 1998-99. Sufficient funds are available in the CIS CIP Project No. 9357 for this
change order.
The attached proposed contract for $172,000 represents continuing a contract with TechWise
Consulting, Inc. for an additional 1,850 hours at $93 per hour. The average hourly rate for
programmers-with the skills required for the CIS project has been between $75 and $120.
Funds are available in the Administrative Services Department 1999-00 Proposed Operating
Budget for this contract.
ENVIRONMENTAL ASSESSMENT
These services do not constitute a project for the purposes of the California Environmental
Quality Act.
ATTACHMENTS
Attachment A:
Attachment B:
Amendment to Agreement (Contract No. C9107386)
Contract Agreement with TechWise Consulting, Inc.
CMR:267:99 Page 2 of 3
PREPARED BY:Shannon Gaffney, Senior Financial An’alyst
DEPARTMENT HEAD APPROVAL:
CD ~ eP~ct o r,YEAAdTrn~~ve Services
CITY MANAGER APPROVAI~f : -
/¯~- _,~.HARmSON
...... "-"-Assistaht C.i~ Manag6r
CMR:267:99 Page 3 of 3
ATTAC~HENT A
AMENDMENT. NO. ONE TO CQNTRACT NO. C9107386
BETWEEN THE cITY OF PALO~ALTO AND
TECHWISE CONSULTING, INC.
T~is ~Amendment No. One to Contract No. C9107386
("Contract") is entered into this __.day of June, 1999, by and
between the CITY OF PALO ALTO, a chartered city and a municipal
corporation of the State of California ("CITY")., and TECHWISE
CONSULTING, INC, ~a California corporatiq~, .~ocated at 391 Henderson
Drive, San.Jose, UK°95123/ Taxpayer ID-77w0435344..("CONTRACTOR").
~ ~i~L ~ E C I T A L :
~--~WHERE~S, the Contract was entered into between the
parties for the~prov~sion _of consulting services relating to the
City’s implementation, of the~Utilities .Customer Information S~stem~
and related projects; and
WHEREAS, the parties wish to amend the Contract;
NOW, THEREFORE, in consideration of the covenants, terms,
conditions, and provisions of this Amendment, the parties agree:
~. Section 4 of the Contract is hereby amended
to read as follows:
’~SECTION 4 -COMPENSATION
4.1 In consideration of the fuli -p~r~mance of the
Services by CONTRACTOR, CITY will pay CONTRACTOR the sum of Eighty-
Six Dollars and Fifty Cents ($-86.50) per houri payable within
thirty (30) days of submission by CONTRACTOR of its itemized
billings, in triplicate; provided, however,’ the total sum payable
to CONTRACTOR hereunder will not exceed One Huidred Sixty-Eight
Thousand Five Hundred Dollars ($168,500.00) per fiscal year,
including expenses."
SECTION 2. Except as herein modified, all other
provisions of the Contract, including any exhibits and subsequent
amendments thereto, shall remain in full force and ef’fect.
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IN WITNESS WHEREOF, the parties have by their duly
authorized representatives executed this Amendment on the date
first above written.
ATTEST:CITY OF PAL. O ALTO
City Clerk
APPROVED AS TO FORM:
Senior Asst. City Attorney
APPROVED:
Assistant City Manager
Mayor
TECHWISE CONSULTING, INC.
By :.~~~~-~
Name:
Title:
Director of Administrative
Services
Risk Manager
By
Name :
Title: ~/~7
Taxpayer Identification No.
(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
their respective capacities is acceptable)
Attachments: none
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CERTIFICATE - OF ACKNOWLEDGMENT
~ ~(Civil Code § 1189)
.... On~ =~,-/~9~ ,- ~before me, ~he ~und~rsigned, a
nbtary.~publ~- ~n. ~h4 :-for~ said - County, personally [. appeared
per~o~lly known to me (or ,preved~ to ~me on the ~ basis of
~tisfac~ory’evidence) to be~the perso~ whose~,name~) is/~
subscribed to the within instrument, and acknowledged to me that
~/she/~ ~ 4xecuted - 4 the__ same _~in ~/her/t~r authorized
capacity(~), and that by ~/her/~ signature (~ o~ the
instrument:~the ’person~, or~ the entity upon behalf~of which ~e
person(~ ae~ed, executed the instru~nt. -~ ~- -.. .~
WT~TNESS my hand and official~e~l~.
Si of Notary Public
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CERTTFICATE OF ACKNOWLEDGMENT
(Civil Code § 1189)
)
),).
¯ ~.~_~ I.<,a ......On -..~~ ~, /e~ ~ , before -me, the Undersigned?._a
notary.~pu~.i~_ in . and . forM said County, personally appeared
personally ~ kno@n to vme,~.~(or proved to me on the basis of
satisfactory evidence) to be the person(~ whose name~) is/a~x~-
subscribed to the within instrument,, ~and acknowledged to me that
he/s~~_%~ executed ~he same in.- .his/~ authorized
capacity(~sg-, and that by his/h~ siqnature.(~ o~ .the
~nstrument the person(~, or the entity upon behalf:of:whi, e~"~he
per~on(~ acted, executed the instrument.
WITNESS my hand and official seal.
S of Notary Public
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ATTACHMENT B
CONTRACT NO.
BETWEEN THE CITY OF PALO ALTO AND
TECHWISE CONSULTING, INC.
FOR CONSULTING SERVICES-~
..~: ~ This Contract No. is entered i~to this~ ~, ¯ day of
~ = ~,-1999,--by and between the CITY OF PALO ALTO~. ~
chartered~ ci~y~ ~and a municipal corporation of the State. of
Cali~fornia ("CITy, S, ~and-TECHWISE CONSULTING, INC., a California
corporatio~ (,CONTRA~TO~5~,, ~located at 391 Henderson Drive, San
Jose, CA 95123 (Taxpayer ID No. 77-0435344).
RECITALS :
WHEREAS,. CITY desires certain consulting , ser~cices
("services"), as mot.e--fully described_ in Exhibit _"A"; and
WHEREAS, CITY desires to engage CONTRACTOR-in prov±ding
the- Services .by reason of CONTRACTOR’s qualifications and
experience £n performing such Services, and~CONTRACTOR has offered
to provide the Services on the terms and in the manner set forth
herein; --
NOW, THEREFORE., in consideration of the covenants, terms,
conditions, and provisions of this. Contract, the parties agre4:
,,SECTION I.TERM ’~ "-
l.l.’.This.-Cont.ract will commence on the date of its
execution by CITY and shall continue in full force and effect until
June 30, 2000, or as earlier terminated as provided herein. Time
is of the essence.of this Contract. The obligation of CONTRACTOR’
to perform the Services will commence in accordance-with this
Section. It is understood and agreed that the services to be
performed by CONT.RACTOR will.be in response ’to the-assignment of
responsibilities for the definition of requirements,- design,
development, test, implementation, and documentation, of the City’s
implementation of Utilities Customer Information System and for
other applicationldevelopment projects requiring fourth generation
development tools.
SECTION. 2~.OUALIFICATIONS. STATUS, AND DUTIES OF
C__Q_NTRACTQ~,,
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 indiyidual charged with the
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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 Steven K. Orr shall perform all work on behalf of
CONTRACTOR and shall have overall responsibility for the progress
and executioD of this Contract for CONTRACTOR.
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 reasonably 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 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 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
organization by CONTRACTOR or its contractors, if any, without the
prior written approval of the city manager.
2.6 CONTRACTOR will provide CITY with the electronic
version and required number of originals and copies of the reports,
letters, memos, schedules, drawings, documentation and other
writings, if any, which may be required.’
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2.7 If CITY request~ additional copies of reports,
drawings, specifications or any other material which CONTRACTOR is
required to furnish in limite~ quantities in the performance~of
the Se~-vice~ON2RACTOR will provide such additional copies and
CITY will compensate ~NTRACTOR~for its duplication costs.
2.8 ~CONTRACTOR will be responsible for employing or
engaging-all persons -necessary to perform the Services. All
contractors of CONTRACTOR will be~deeme~ -to_t~b~sdirectly controlled
and supervised by ~ONTRACTOR, which_will be~respon~ib~e ~for. their
performance. If any employee or contractor ~Of CONTRACTOR fails or
refuses t~ carry~out the provisi~ns~of .this,Contract~or.appe~rsi~to
be incompete~t~er_to act ~n~a disorderly or improper manner, the
employee_or contrac%or~willwbe~diseharged immediately-from further
performance under-~thfsiCon~ract on~deman~ of the project manager~
SECTION 3. DUTIES OF CITY
3.1 ~ The City Manager will represent CITY for all
purposes under this Contra~t..~~ The Manager~ of_~Information
Techn~ogy~±,s designated as~’ the project ~manager~for~ the ~C~y
Manager.--~’~The~project manager ~ill supervise the performance,
progress, ,and execution of the Services. --,~ ~ ~
3.2 ~If CITY observes/dr otherwise becomes aware of any
default-in the berformance of CONTRACTOR~,~CITY will use reasonable
efforts to give written notice thereof to ~ONTRACTOR in a timely
manner.~-~_
SECTION 4 ~- COMPENSATION~~v~,-~
4.1 In consideration of the full performance of the
Services by CONTRACTOR, CITY will pay CONTRACTOR the sum of
Ninety-three Dollars and Fifty Cents~ ($93°50) per hour, payable
within thirty (30). days Of submission b~ CONTRACTOR of its itemized
billings, in triplicate; provided, however,Fthe_total sum payable
to CONTRACTOR~hereunder will not exceed~One Hundredi~ Seventy-two
Thousand Dollars ($172,000) per fiscal year, including expenses.
SECTION 5.~ AUDITSa~ _
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~grees to maintain
and retain such records for at least three (3) ~years.~after the
expiration or earlier termination of this Contract. ~
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SECTION 6.INDEMNITY
6.1 CONTRACTOR agrees t6 protect;~indemnify, defend and
hold harmless CITY, its Council members, officers, employees and
agents from any and all demands, claims,, or liability of any
nature, including death or injury to any person, property damage or
any other loss, cauBed by or arising ’out of CONTRACTOR’s, its
officers’, agents’, subcontractors’ or_employees’ negligent acts,
errors, or omissions, or wiil~fultmisconduct, or conduct for which
applicable law may impose strict ~liab~lity..on CONTRACTOR in the
performance of or failure to perform-itS bbli-gations under this
Contract. ~ ~ ~ ~:~ "
SECTION 7. WAIVERS
7.1 The waiver by either party of any breach or
violation of anycOvenant, aerm, condition or provision of this
Contract, or of the.provision~ of any ordinance or law, will r~ot be
deemed to be a waiver of any other~-term, ~ovenant, condition,
provisions, ordinance or law, or of ah’y~;"~ubsequent breach or
violation of the same or of any other term, covenant, condition,
pr~vision, ordinance of 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~"B’’,
insuring not only CONTRACTOR and its ontractors, if any, but also’,
with the exception of workers’ compensation, employer’s liability,
and business liability insurance, naming CITY as an additional
insured concerning CONTRACTOR’s performance under this.Contract.
8.2 All ±nsurance coverage required hereunder will be
provided through carriers 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 Con%ract will obtain and
maintain, in full force and effect during the term of this
Contract, identical insurance coverage, naming CITY as ’an
additional insured under such policies as required above.
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~- ~ ~ 8.3 Certificates of such insurance, preferably on~Zhe
forms provided by CITY, will be fi-led with CITY concurrently with
the execution of ~this Contract. The certificates will be subject
to the approval ,~of ~C[TY’s risk manager ~and will- contain an
endorsement stating that the insurance is prSmary 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 oralteration, and-that.the City Df ~alo Alto is named
as an additional insured except in policies of workers’
Compensation,~ employer’s _liability, and business :~liability
insurance~.:!~ Current certificates of such insuranc~ wi~l"be kept~ on
file.~at all,~times~duri~ng the term of this Contract with the~ cit~
clerk.~ ..
8o4~’.The procuring of such required!policy or policies of
insurance will not be construed to limit CONTRACTOR’s liability
hereunder nor to fulfill the indemnifi~ation:p~ovisions of this
Contract.. Notwithstanding the policy or policies~ of. insurance,
CON~RAC~OR will be obligited for ,the full and ~total~ am6~nZ~of~,any
damage,~in~ury, or loss caused by-or directly arising as° a result
of the Services performed ~nder 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 S£ate
of ~California which require every employer to be insured against
liability for workers’ compensation or to undertakeself-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 I0.TERMINATION OR SUSPENSION OF.CONTRACT OR
I0.i The city manager may suspend the performance of the
Services, in whole ~or in.part, or terminate this. Contract, (a) im-
mediately, for cause,,or (b) by giving thirty (30) days’ prior
written notice thereofto CONTRACTOR.if no cause for suspension or
termination exists. Upon receipt of.such.notice, ~CONTRACTOR will
immediately discontinue its performance of the Services.
10o2~CONTRACTOR may terminate this.Contract,or~ suspend
its performance of the Services, in whole or in part, by~iving
thirty (30) days’ prior written notice thereof to CITY.
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;
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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, conclusigns, or recommendations, if~the same
are called for under this Contract, on the basis of differenges 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 consentto one assignment will not be
deemed to be a consent to any subsequent assignmen%~ 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.
SECTIQN 12. NOTICE~
12.1 All notices hereunder will be given in writing and
mailed, .postage prepaid, by certified mail, addressed as follows:
To CITY:
To
CONTRACTOR:
-Office of the City Clerk
City of Palo Alto
Post Office~Box 10250
Palo Alto, CA 94303
TechWise Consulting, Inc.
391 Henderson Drive
San Jose, CA 95123
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SECTION ~3. CONFLICTs OF~NT~RES~.
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 employ any contractor or
person having _~uch_.an_ interest.- C~3NTRACTOR certifies that no
person who ~has or- will have any financ±al.~interest~ under this
Contract is aD~officer or employee, of CITY; this prDvlsion will be
interpreted i~ accorda~ce,gaith~the-appl~cable .provi~sions of the
Palo Alto:Municipal Code. and the ,Government Code of the State ~of
California~- ~_~_ : ~ -
SECTION 14. ~NONDISCRIMINATION~~ . _ , ~
14.1 As set forth i~ the Palo Alto Municipal Code, no
discriminatio~ will~.be made in the~employment of any person under
this Contract because of the age, race, color, national origin,
ancestry, religion, disability, sexuai preference or gender of that
person. If the value of this Contract is, or may~be, five thousand
dollars ($5,000) or more, CQNTRACTOR-,agrees ~to meet all
requirements of the Palo Alto~ M~ipal -Code pe{ta~ning to
nondiscrimination in employment, including completing the requisite
form~furnished by CITY and set forth=~D ~xhibi~ "C".
14.2 CONTRACTOR agrees £~£~each~-d6~t~act~ for services
with an independent provider will~contain a?provisio~ubstantially
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 contract because of the age, race, color,
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
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
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discrimination, as dam~geS~for~breach of.contract, or both. Only
a finding of the State of~rCalifor~nia Fair Employment Practices
Commission or the equivalent federal agency or officer will
constitute evidence of a breach of this Contract.
14.4 If coNT-RACTOR is in default of the nondiscrimination
~o~iTsio:ns.~Qf this ~ontract CONTRACTOR will 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<~ay during which CONTRACTOR is not
in compliance withr"=.this ~p~ovision ~as damages for breach of
contract, or both. ~
’:--"’-SECTION 15.- MISCELLANEOUS PROVISIONS --’
....’~ ~%15.1~ CONTRACTOR ~represents and warrantsthat i~ has
-knowledge of the~requ±rements of the Americans with Disabil,it~ies
~ACt of 1990, and the~,@~vernment Code and the Health and Safety Code
of the State of. California, relating to access to public buildings
and accommodations for.d~sabled.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
pe~rformance of this Contract.
15.2 This Contract will ~e governed by the laws of the
State of California, excluding its conflicts of law.
15.3 In the event tha~-an acti~on is brought, the parties
agree that trial of such action~ wi.l~l~ be ~ested exclusively in the
state courts of California or in ~the United ’States District Court
for the Northern District of California in the~,:~g~n~ty of santa
Clara, state of California.
15.4 Th’e 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 Contrac~ will apply to, and will bind, the heirs, successors,
executors, administrators, assignees, and contractors, as the case
may be, of the parties.
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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 will remain in full 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 will be
deemed to be a part of this Contract.
15.10 This--Contract may be~executed in a~ny.number of
counterparts, each of which will be an original, but all of.which
together~w±llc~nstitute one-and=the same i-nstrument. -
15.11 This CQn~ract is subject to the~fiscal provisions
of the Charter of~the Cit~ of-Pa~D Alto and the Palo Alto Municipal
Code.. This Contract will terminate without any penalty (a) a~ the
end of any fiscal year-in the event that fun4s 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. ~.
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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 ~ler~Mayor
APPROVED AS TO FORM:
Senior Asst. City Attorney
APPROVED
Assistant City Manager
Manager of Information
Technology
Director of Administrative
Services
By:
~
Taxpayer Identification No.
-77-0435344
Risk Manager.
(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
their respective capacities is acceptable)
Attachments :
EXHIBIT "A":
EXHIBIT "B":
EXHIBIT "C":
SCOPE OF SERVICES
INSURANCE
NONDISCRIMINATION COMPLIANCE FORM
I0
990602 sd10032158
(Civil Code § 1189)
STATE OF ~~/~ )
)
COUNTY, OF ~ ’ ) ~
On~~ , 192, before me, the undersigned, a
Notary Pubii~ in and for said County and State, personally appeared
~,~ personally known to
me/i~proved .to me on the.basis.of satisfa-ct~ry evidence to be the
pegson(~ whose name(~) is/a~-subscribed to the within instrument
and acknowledged to me that~>4~4~/she/t4%ey,executed ~the,~is_~e_, in
~-i~/her/t~r. authoriz~d-capaci~y(i~, .and t-hat by bi-s/her/t~
signature(~,,e~the instrument the person~s9, or the entity~upon
behalf of which the person~) acted, executed the instrument.
WITNESS my. handand official se~l.
S of Notary Public
990602 sdl 0032158 11
CERTIFICATE OF ACKNOWLEDGMENT
(Civil Code § 1189)
) ss.
COUNTY OF ~~_~ )
On .~_~ , 19~ before me, the undersigned, a
Notary/Publi~in aqd ~r said Co~-~y and State, personally appeared
, personally’known to
me o~ proved to m4 on the basis of satisfactory evidence to be the
person C89 whose name~s~ is/erie subscribed to the within instrument
and acknowledged to me that he/~Ae/t~ executed the same in
his/h~-/tbe4-r authorized capacity(i~, and that by his/~e~
signature~) on the instrument the person(s¢, or the entitYoUpOn
behalf of which the person Os9 acted, executed the instrument.
WITNESS my hand and official seal.
S of Notary Public
990602 sd10032158 12
EXHIBIT ~A"
SCOPE OF SERVICES
This contract is required to provide continued and consistent
support to the City of Palo Alto’,s Utilities Customer Information
System (CIS). The work consists of: definition of requirements;
documentation of process and workflow; generation of
~specifications; test plans and scripts for testing; review and
evaluation of vendor proposals for packaged software; participation
on the project implementation team; and additional phases of the
vendor’s application. In addition, the contractor will~support
application development in other areas that make use of fourth
generation application development tools, to support staff in the
development of in-house modules.
990602 sdl 0032158
INSURANCE SERVICES GROUP,
204 CEDAR STREET
CAMBRIDGE MD 21613
Go PHILIP FELD~N
I~UR~
TECHWISE CONSULTINGs INC.
391 HENDERSON DRIVE
SAN JOSE, CA 95123
INC.CONFERS NO RIGHTS UPON THE CEI:rf|FICATE HOLDER. THIS CERTIFICATE
DOES NOT AMEND, EXTEND OR ALTER TIlE COVERAGE AFFORDED BY THE
POLICIES BELOW.
COMPANIES AFFORDING COVERAGE
KEMPER INSURANCE
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LlSl~D BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INOICAT~=D, ~IOTWITHSTANDING ANY REOUIR~=MSNT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFF’=ORCED BY THE POLICIES DESCRIB=O HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSION~ AND CONDITIONS OF SUCH pOLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
; GENSR.,M. LIABILITY :
~OWNER’8 & CO.ACTOR’S PROT~
"
; AUTOUOBILE UAB,~
~Y A~O
;____. ALL OWNED ~OS
~HEDUtED A~OS ’ :
~ NIR~ AUTOS
7JJ449215-01
7JJ449215-01
BUSINESS INCOME
~ION OF OPERATIONS~OCATIO~EHI~PKC~L ~EM~
*EXCEPT 10 DAYS FOR NON-PAYMENT OF PREMIUM
081198 081199
LIMITS
081198 081199
BUSINESS PERSONAL PROPERTY $15K, 250D, NO COINSUR.
COMPUTERS 15K, 250D, NO COINSURo
ADDITIONAL ~NSURED ::... SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
CITY OF PALO ALTO ;.: EXPIRA~ON DATE THEREOF, THE ISSUING COMPANY ~LL ENO~VOR TO
250 H~ILTON AVE ,..: MAIL30 DAYS WR~N NOTICE TO THE CERTIFICATE HOLOER NAMED TO THE
PALO ALTO, CA 94301 : LE~, BUT FAILURE TO MAIL SUCH NONCE SHALL IMPOSE NO OBLIGATION OR
¯ UAB=LI~ OF A~Y KIND UPON ~S COMPANY, ~S AGE.S OR REPRESENTATIVES.
A UTNORI~E.~ ~EPR=.EENT~TIVE
EXHIBIT B
CERTIFICATION of NONDISCRIMINATION SECTION 410
Certification of Nondiscrimination: As suppliers of goods or services to the City of Palo Alto,
the firm and individuals listed below certifies that they do not. discriminate in employment with
regards to age, race, color, religion, sex, national origin, ancestry, disability, or sexual preference;
that they are in compliance with all Federal, State and local directives and executive orders
regarding nondiscrimination in employment; and that they agree to demonstrate positively and
aggressively the principle of equal opportunity in employment.
The Bidder agrees specifically:
1.0
2.0
3.0
To establish-or observe employment policies which a~firmatively promqte
opportunities for minority persons at all job levels.
To communicate this policy to all persons concerned, including all employees,
out~ide recruiting services, especially those serving minority communities, and to
the minority communities at large.
To t’ake affirmative action steps to hire minority employees within the organization.
4.0.To be kno.wledgeable of the Io.cal, state, and federal laws and regulations
concerning affirmative action policies and provide opportunities for employees. ¯
Title of Officer Signing: ~"~ i’e f ~’.,z’~’f_. ~’t,,’~
Signature ~.,~-~"
Please include any additional information available regarding equal opportunity employment
programs now in effect within your company. -
(Please attach additional pages if necessary)
CITY of PALO ALTO: Non-discrimination (~J/94)
END OF SECTION
SECTION 410-1
EXHIBIT C