HomeMy WebLinkAboutStaff Report 6320
City of Palo Alto (ID # 6320)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 2/8/2016
City of Palo Alto Page 1
Summary Title: Fiber Audit Services
Title: Approval and Authorization of the City Manager to Execute a Contract
With Celerity Integrated Services Inc. in an Amount Not-to-Exceed $122,500
for Fiber Optic System Review Services for a Term Through April 30, 2016
With a 15 Percent Contingency of $18,375 for Related Work, for a Total
Authorized Amount Not-to-Exceed $140,875, Capital Improvement Program
Project FO-16000
From: City Manager
Lead Department: Utilities
Recommendation
Staff recommends that Council:
1. Approve and authorize the City Manager to execute a contract with Celerity Integrated
Services Inc. (Attachment A) with a not-to-exceed amount of $122,500 and a term
through April 30, 2016 to provide a one-time comprehensive review of the City’s dark
fiber optic network (Capital Improvement Program Project FO-16000) and
recommended updates of records.
2. Approve and authorize the City Manager or his designee to negotiate and execute one
or more amendments to the contract with Celerity Integrated Services Inc. (Celerity) for
related work which may develop during the contract term, the total value of which shall
not exceed $18,375 (15% of the contract amount).
Staff is therefore requesting a total not-to-exceed amount of $140,875 for this contract, which
includes the contract amount of $122,500 plus a 15% contingency amount of $18,375.
Background
The City of Palo Alto (“CPA”) owns and operates a 41-mile dark fiber optic backbone network
with “splice nodes” where backbone cables or service drop fibers are connected. These fibers
are leased to CPA commercial customers for their private use. These customers designate the
two endpoints of the fiber and supply the communication means, light, transmitted through the
City of Palo Alto Page 2
fiber. Some fibers are licensed to resellers who market these to their customers. CPA has
approximately ninety (90) commercial customers connected to the dark fiber network via
service connections along with various city departments. The number of dark fiber service
connections totals approximately 230 (some customers have multiple connections).
The record-keeping and management of the City’s dark fiber network has been a manual
process since the first commercial customer was connected in 2000. Recent dark fiber
connection requests have uncovered discrepancies between the City’s data and actual field
conditions. As a result, engineers face challenges when designing the requested fiber networks,
and it has proven more difficult for staff to develop and provide cost estimates for services to
potential customers. In addition, more accurate data could allow the City to resolve network
outages more quickly.
Discussion
The Utilities department (CPAU) is not staffed to conduct a complete and thorough review of
fiber system records while still maintaining other engineering responsibilities. Because the
City’s records have proven to contain data that does not always match field conditions, staff
proposes to hire a third party to conduct a thorough review of drawings and records for the
fiber optic system.
Information that will be available through the fiber optic system audit will enable more
accurate cost analysis for new customer connects and system improvements, improved route
assessments, and more effective response to and restoration following outages.
7 bid packages were mailed and 2 bid responses were received as summarized in the table
below.
Celerity’s bid was based on the inspection of 90 fiber nodes. As of 11/9/2015, there are 104
fiber nodes in the City (an increase of 15%). In addition, there may be unscheduled down-time
when the Celerity technician discovers a maintenance issue which requires immediate attention
from CPAU personnel.
Since this will be the first complete and independent review of the fiber system, there is
insufficient data to aid in determining the amount of maintenance work that will be
performed. Due to the increased number of fiber nodes to be inspected and the unknown
nature of the maintenance work, a 15% contingency, instead of the usual 10% contingency, is
being requested for this project. Sufficient funding is available in the Fiber Optic System
Rebuild Project (FO-16000) for the requested amount of $140,875.
Summary of Bid Process
Bid Name/Number
Fiber Audit Services/RFP 160237
City of Palo Alto Page 3
Proposed Length of Project 6 months
Number of Bids Mailed to Contractors 7
Total Days to Respond to Bid 28
Pre-Bid Meeting? Yes (non-mandatory)
Number of Company Attendees at Pre-Bid
Meeting
1
Number of Bids Received 2*
Bid Price Range From a low of $122,500 to a high of $400,000
Staff reviewed all bids submitted and recommends that the bid of $122,500 submitted by
Celerity be accepted. The Celerity bid is 18 percent below staff’s estimate of $150,000 for the
work. Staff checked references supplied by the contractor for previous work performed and
found no significant complaints.
Resource Impact
Funding for this contract is available in the FY 2016 Capital Improvement Program project
budget, FO-16000 Fiber Optic System Rebuild. Additional staff work on the fiber system may be
identified through the review, and existing staff will complete the identified work.
Policy Implications
The approval of this contract is consistent with existing City policies, including the Council
approved Utilities Strategic Plan – Strategic Objective BP4: Serve customers promptly and
completely; and Strategic Objective C2: Be responsive to all my utilities related service needs.
Environmental Review
An audit of the City’s fiber system and associated records does not meet the definition of a
project pursuant to Section 21065 of the California Public Resources Code, thus no
environmental review under the California Environmental Quality Act is required.
Attachments:
Attachment A: Contract No. C16160237 with Celerity for Fiber Audit Services (PDF)
Professional Services Rev. March 31, 2015 1
CITY OF PALO ALTO CONTRACT NO. C16160237
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND CELERITY INTEGRATED SERVICES INC.
FOR PROFESSIONAL SERVICES
This Agreement is entered into on this ________ day of February, 2016,
(“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal
corporation (“CITY”), and CELERITY INTEGRATED SERVICES INC., a Pennsylvania corporation, located at 3500 AM Drive, Quakertown, PA 18951 ("CONSULTANT").
RECITALS
The following recitals are a substantive portion of this Agreement.
A. CITY intends to conduct a physical audit of its dark fiber optic network (“Project”) and
desires to engage a consultant to conduct the audit in connection with the Project (“Services”).
B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the
Services.
C. CITY in reliance on these representations desires to engage CONSULTANT to provide
the Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions,
in this Agreement, the parties agree:
AGREEMENT
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at
Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The
performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through April 30, 2016
unless terminated earlier pursuant to Section 19 of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance
of Services under this Agreement. CONSULTANT shall complete the Services within the term
of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and
made a part of this Agreement. Any Services for which times for performance are not specified
in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the
CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall
not preclude recovery of damages for delay if the extension is required due to the fault of
Professional Services Rev. March 31, 2015 2
CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services described in Exhibit “A”, including both payment for professional services and reimbursable expenses, shall not exceed One Hundred
Twenty Two Thousand Five Hundred Dollars ($122,500.00). In the event Additional Services
are authorized, the total compensation for Services, Additional Services and reimbursable
expenses shall not exceed One Hundred Forty Thousand Eight Hundred Seventy Five Dollars
($140,875.00). The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is attached to and made a part of this
Agreement.
Additional Services, if any, shall be authorized in accordance with and subject to the provisions
of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any
work that is determined by CITY to be necessary for the proper completion of the Project, but
which is not included within the Scope of Services described at Exhibit “A”.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an
identification of personnel who performed the services, hours worked, hourly rates, and
reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C-
1”). If applicable, the invoice shall also describe the percentage of completion of each task. The
information in CONSULTANT’s payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City’s project manager at the address specified in
Section 13 below. The City will generally process and pay invoices within thirty (30) days of
receipt.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT
represents that it possesses the professional and technical personnel necessary to perform the
Services required by this Agreement and that the personnel have sufficient skill and experience
to perform the Services assigned to them. CONSULTANT represents that it, its employees and
subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally
required to perform the Services.
All of the services to be furnished by CONSULTANT under this agreement shall meet the
professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or
similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of
and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to
perform Services under this Agreement. CONSULTANT shall procure all permits and licenses,
pay all charges and fees, and give all notices required by law in the performance of the Services.
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SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any
and all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY
gives notice to CONSULTANT. If CONSULTANT has prepared plans and specifications or
other design documents to construct the Project, CONSULTANT shall be obligated to correct any and all errors, omissions or ambiguities discovered prior to and during the course of
construction of the Project. This obligation shall survive termination of the Agreement.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent
(10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to
CITY for aligning the PROJECT design with the budget, incorporate CITY approved
recommendations, and revise the design to meet the Project budget, at no additional cost to
CITY.
SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in
performing the Services under this Agreement CONSULTANT, and any person employed by or
contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act
as and be an independent contractor and not an agent or employee of CITY.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not
assign or transfer any interest in this Agreement nor the performance of any of
CONSULTANT’s obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any
assignment made without the approval of the city manager will be void.
SECTION 12. SUBCONTRACTING.
CONSULTANT shall not subcontract any portion of the work to be performed under this
Agreement without the prior written authorization of the city manager or designee.
CONSULTANT shall be responsible for directing the work of any subconsultants and for any
compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a
subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval
of the city manager or his designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Seth Wieand as the Project Supervisor to have supervisory responsibility for the performance, progress, and
execution of the Services to represent CONSULTANT during the day-to-day work on the
Project. If circumstances cause the substitution of the project director, project coordinator, or any
other key personnel for any reason, the appointment of a substitute project director and the
assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove
personnel who CITY finds do not perform the Services in an acceptable manner, are
uncooperative, or present a threat to the adequate or timely completion of the Project or a threat
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to the safety of persons or property.
CITY’s project manager is Jim Thompson, Utilities Department, Engineering Division, 1007
Elwell Court, Palo Alto, CA 94303, Telephone: (650) 566-4533. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the
Services. CITY may designate an alternate project manager from time to time.
SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including
without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the
exclusive property of CITY without restriction or limitation upon their use. CONSULTANT
agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall
be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other
intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the
prior written approval of the City Manager or designee. CONSULTANT makes no
representation of the suitability of the work product for use in or application to circumstances not
contemplated by the scope of work.
SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time
during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records
pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and
retain such records for at least three (3) years after the expiration or earlier termination of this
Agreement.
SECTION 16. INDEMNITY.
16.1. To the fullest extent permitted by law, CONSULTANT shall protect,
indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability
of any nature, including death or injury to any person, property damage or any other loss,
including all costs and expenses of whatever nature including attorneys fees, experts fees, court
costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to
performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an
Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed
to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party.
16.3. The acceptance of CONSULTANT’s services and duties by CITY shall
not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall
survive the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any
covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance
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or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions,
ordinance or law, or of any subsequent breach or violation of the same or of any other term,
covenant, condition, provision, ordinance or law.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in
full force and effect during the term of this Agreement, the insurance coverage described in
Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or
policies.
18.2. All insurance coverage required hereunder shall be provided through
carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of
CONSULTANT 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.
18.3. Certificates evidencing such insurance shall be filed with CITY
concurrently with the execution 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 materially reduced in coverage or limits, by the
insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides
less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the
Purchasing Manager written notice of the cancellation or modification within two (2) business
days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for
ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be
construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification
provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss
caused by or directly arising as a result of the Services performed under this Agreement,
including such damage, injury, or loss arising after the Agreement is terminated or the term has
expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole
or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior
written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services.
19.2. CONSULTANT may terminate this Agreement or suspend its
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performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but
only in the event of a substantial failure of performance by CITY.
19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and
other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or
given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such
materials will become the property of CITY.
19.4. Upon such suspension or termination by CITY, CONSULTANT will be
paid for the Services rendered or materials delivered to CITY in accordance with the scope of
services on or before the effective date (i.e., 10 days after giving notice) of suspension or
termination; provided, however, if this Agreement is suspended or terminated on account of a
default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such
determination may be made by the City Manager acting in the reasonable exercise of his/her
discretion. The following Sections will survive any expiration or termination of this Agreement:
14, 15, 16, 19.4, 20, and 25.
19.5. 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 Agreement.
SECTION 20. 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 a copy to the Purchasing Manager
To CONSULTANT: Attention of the project director
at the address of CONSULTANT recited above
SECTION 21. CONFLICT OF INTEREST.
21.1. In accepting this Agreement, CONSULTANT covenants that it presently
has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which
would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this
Agreement is an officer or employee of CITY; this provision will be interpreted in accordance
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with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the
State of California.
21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission,
CONSULTANT shall be required and agrees to file the appropriate financial disclosure
documents required by the Palo Alto Municipal Code and the Political Reform Act.
SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person because of the race, skin color, gender, age,
religion, disability, national origin, ancestry, sexual orientation, housing status, marital status,
familial status, weight or height of such person. CONSULTANT acknowledges that it has read
and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all
requirements of Section 2.30.510 pertaining to nondiscrimination in employment.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department,
incorporated by reference and may be amended from time to time. CONSULTANT shall comply
with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste
Program. Zero Waste best practices include first minimizing and reducing waste; second,
reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements:
• All printed materials provided by CCONSULTANT to CITY generated from a
personal computer and printer including but not limited to, proposals, quotes,
invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed
by a professional printing company shall be a minimum of 30% or greater post-
consumer material and printed with vegetable based inks.
• Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not
limited to Extended Producer Responsibility requirements for products and
packaging. A copy of this policy is on file at the Purchasing Division’s office.
• Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide
documentation from the facility accepting the pallets to verify that pallets are not
being disposed.
SECTION 24. NON-APPROPRIATION
24.1. This Agreement is subject to the fiscal provisions of the Charter of the
City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any
penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the
following fiscal year, or (b) at any time within a fiscal year in the event that funds are only
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appropriated for a portion of the fiscal year and funds for this Agreement are no longer available.
This section shall take precedence in the event of a conflict with any other covenant, term,
condition, or provision of this Agreement.
SECTION 25. MISCELLANEOUS PROVISIONS.
25.1. This Agreement will be governed by the laws of the State of California.
25.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara,
State of California.
25.3. The prevailing party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value
of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third
parties.
25.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral.
This document may be amended only by a written instrument, which is signed by the parties.
25.5. The covenants, terms, conditions and provisions of this Agreement will
apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties.
25.6. If a court of competent jurisdiction finds or rules that any provision of this
Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this
Agreement and any amendments thereto will remain in full force and effect.
25.7. All exhibits referred to in this Agreement and any addenda, appendices,
attachments, and schedules to this Agreement which, from time to time, may be referred to in
any duly executed amendment hereto are by such reference incorporated in this Agreement and
will be deemed to be a part of this Agreement.
25.8 If, pursuant to this contract with CONSULTANT, CITY shares with
CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d)
about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable
and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the
security of the Personal Information. CONSULTANT shall not use Personal Information for
direct marketing purposes without City’s express written consent.
25.9 All unchecked boxes do not apply to this agreement.
25.10 The individuals executing this Agreement represent and warrant that they
have the legal capacity and authority to do so on behalf of their respective legal entities.
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25.11 This Agreement may be signed in multiple counterparts, which shall, when
executed by all the parties, constitute a single binding agreement
IN WITNESS WHEREOF, the parties hereto have by their duly authorized
representatives executed this Agreement on the date first above written.
CITY OF PALO ALTO
____________________________
City Manager or designee
APPROVED AS TO FORM:
__________________________
Senior Deputy City Attorney
CELERITY INTEGRATED SERVICES INC.
By:___________________________
Name:_________________________
Title:________________________
Attachments:
EXHIBIT “A”: SCOPE OF WORK
EXHIBIT “B”: SCHEDULE OF PERFORMANCE
EXHIBIT “C”: COMPENSATION
EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “C-2”: CPAU FIBER OPTIC BACKBONE DIAGRAM
EXHIBIT “D”: INSURANCE REQUIREMENTS
Vice President
Deron Leight
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EXHIBIT “A” SCOPE OF WORK
Overview
The City of Palo Alto Utilities (“City”) operates a 41-mile dark fiber optic backbone network (“dark fiber network”) with “splice nodes” where backbone cables or service drop fibers are
connected. The dark fiber network serves City departments in multiple facilities and supports
the communication requirements of critical City infrastructure such as electric substations and
traffic signals. In addition, the City licenses dark fiber to commercial customers. Businesses
licensing dark fiber are responsible for providing and maintaining the electronics needed to “light-up” or provision their licensed fiber strands. There are approximately seventy (70)
commercial customers in Palo Alto connected to the network via dark fiber service connections.
Consultant agrees to perform an audit of the City’s dark fiber network. Data retrieved by
Consultant in the course of providing this audit will provide complete fiber routes and usage to
optimize use and to minimize outages. The principal objective of the audit is to collect information and data that will verify customer connectivity and populate the City’s GIS.
Objectives & Tasks
Objectives:
• Perform a physical audit of the City’s dark fiber network
• Verification of fiber routes and usage
• Verification of equipment types and locations, e.g. nodes, splices, enclosures, risers, slack
loops.
• Perform a physical audit of enclosures
• Obtain digital photographs of each fiber tray
• Track and document data
• Identify and document immediate maintenance needs
Tasks:
• Develop a plan to perform in-field audits of City’s fiber optic network
• Perform in-field audits of City’s fiber optic network to determine individual fiber usage
and occupancy
• Collect physical information, e.g. cable lengths, equipment types, equipment locations
and digital photos of each location and each fiber tray.
• Provide records to reflect actual field conditions
Work Plan
Task 1: Schedule of In-Field Audits
1. Consultant shall submit schedule to City’s project manager ten (10) business days
prior to beginning work. Work locations shall be identified by City enclosure designation and street location.
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2. Consultant shall start on Monday, February 21, 2016 and shall finish by Friday,
April 15, 2016. Any change to these dates shall be submitted to the City’s project
manager for approval a minimum of five (5) business days prior to requested change.
3. City shall provide two (2) electric operations personnel with fiber optic experience to escort Consultant to the scheduled locations/enclosures. There shall be two (2)
separate work teams each consisting of Consultant personnel and City personnel.
a. Teams will work nine (9) hour work-days, five (5) days a week (Monday-
Friday).
4. Consultant shall provide City the audit sheets and pictures of each case on a twice weekly basis so that they can be reviewed and approved prior to Consultant leaving
the work-site.
DELIVERABLE (Task 1):
Task Approved work schedule – no field work shall be performed until the work schedule has been approved by the City’s project manager.
Task 2: Perform In-Field Audits
Perform in-field audits of the City’s fiber optic network to determine individual fiber usage and occupancy, and collect physical information, e.g. cable lengths, equipment types, equipment
locations and digital photos of each location and each fiber tray.
Execute the proposed plan by identifying and inspecting each splice enclosure and each fiber
splice in the field. Document the existing condition of each splice case and the internal splice assignments of the cases.
1. Consultant shall arrive at each work location and complete a Job Safety Analysis.
2. With assistance from City personnel as needed, Consultant shall set-up any required
traffic control and signage. 3. Consultant shall obtain GPS coordinates for each splice enclosure.
4. Consultant shall identify the condition of each enclosure, and make note of any
physical damage.
5. Consultant shall take digital photographs of the enclosures before lowering or
retrieving. 6. Consultant shall conduct a physical audit of the fiber optic system by verifying
equipment types and locations of:
a. Nodes
b. Splices
c. Enclosures d. Risers
e. Slack loops
7. Consultant shall identify the type of cables in the enclosures:
a. Manufacturer
b. Fiber Count c. Source of Fiber (Enclosure)
d. Termination of Fiber (Enclosure or Patch Panel)
e. Drop Cable or Backbone
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8. Consultant shall measure the sheath footage of all cables.
9. Consultant shall gain entry into the splice enclosure or cabinet.
10. Consultant shall take digital photographs of the enclosure open to document the
condition of the trays/enclosure before work begins. 11. Consultant shall perform a case audit by:
a. Opening and auditing the enclosures
b. Taking digital photographs of each fiber tray
c. Identifying splice assignments in each enclosure
d. Taking digital photographs of the trays and enclosure when finished auditing e. Rehanging the enclosure and talking all necessary photographs
12. Consultant shall identify any equipment not previously identified.
13. Consultant shall identify maintenance needs and any potential outage risks.
14. Consultant shall move to the next location and update Job Safety Analysis to reflect
new locations.
DELIVERABLE (Task 2):
Audit sheets and pictures of each case on a twice weekly basis
Task 3: Provide Updated Records Provide updated records to reflect actual field conditions.
1. Consultant shall document all findings and present in a format that clearly illustrates
actual field conditions. 2. Provide data in an EXCEL spreadsheet format or other approved format that can be
easily download to City’s GIS.
3. Organize the data to illustrate the splice assignments and condition of every splice
point.
4. Provide data on all splice points, including their coordinates and sheath footages. 5. Provide data on all termination points and fibers that are currently active at each
termination.
6. Records shall allow the City to trace the path of any fiber in the network.
DELIVERABLE (Task 3): Required data in an EXCEL spreadsheet or other City-approved format.
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EXHIBIT “B” SCHEDULE OF PERFORMANCE
Weekly Schedule based on the following assumptions:
(53) Splice points containing 1 to 2 cables
(29) Splice points containing 3 to 4 cables
(8) Splice points containing 5 or more cables
Week 1 Week of February 21,
2016
Celerity Splicing Technicians shall complete
the audit of 27 splice points containing 1 or 2
cables.
Week 2 Week of February 28, 2016 Celerity Splicing Technicians shall complete the audit of 8 splice points containing 5 or
more cables and the audit of the 4 splice points
containing 3 to 4 cables.
Week 3 Week of March 6, 2016 Celerity Splicing Technicians shall complete the audit of 26 splice points containing 1 or 2
cables.
Week 4 Week of April 3, 2016 Celerity Splicing Technicians shall complete
the audit of the remaining 25 splice points containing 3 to 4 cables.
Week 5 Week of April 10, 2016 Celerity Splicing Technicians shall complete
the audit of any remaining splice points
Schedule is subject to change upon approval of City’s project manager.
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EXHIBIT C COMPENSATION
The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget
schedule below. The compensation to be paid to CONSULTANT under this Agreement for all
services described in Exhibit “A” (“Basic Services”) and pursuant to Exhibit “B” (“Schedule of
Performance”) including reimbursable expenses shall be a lump sum amount of $122,500.00,
paid in lump sum amounts upon completion of each task as described below in this Exhibit “C”. CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within
this amount. The compensation to Consultant, which shall not exceed $122,500, includes all
labor, equipment, material, transportation and applicable taxes, profit, insurance, bonds and other
overhead to perform the work in accordance with the Scope of Work. Pricing for Tasks 1 – 3:
Price(s) shall be lump sum prices, inclusive of all taxes, and when applicable, all travel or delivery charges.
In the event CITY authorizes any Additional Services, those services shall be provided at the
hourly rates as specified in Exhibit “C-1” (“Hourly Rate Sheet”). The maximum compensation
for Basic Services, Reimbursables and Additional Services combined shall not exceed $140,875.00. Any work performed or expenses incurred for which payment would result in a
total exceeding the maximum amount of compensation set forth herein must be pre-authorized in
writing and mutually agreed to by CONSULTANT and CITY. Any Additional Services
performed by CONSULTANT without pre-authorization from the City shall be at no cost to the
City.
CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below.
The CITY’s Project Manager may approve in writing the transfer of budget amounts between
any of the tasks or categories listed below provided the total compensation for Basic Services,
including reimbursable expenses, does not exceed $122,500 and the total compensation for Additional Services does not exceed $18,375.
NOT TO EXCEED
AMOUNT
Task 1
(Schedule of In-Field Audits)
$2,400
Task 2
(Perform in-field audits of the City’s fiber optic network to determine
individual fiber usage and occupancy, and collect physical information,
e.g. cable lengths, equipment types, equipment locations and digital photos of each location and each fiber tray)
$105,100
Task 3
(Provide updated records to reflect actual field conditions)
$15,000
Sub-total Basic Services
= $122,500
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Reimbursable Expenses $0
Total Basic Services and Reimbursable expenses
$122,500
Additional Services (Not to Exceed)
$18,375
Maximum Total Not-to-Exceed Compensation $140,875.00
Lump Sum Payment Schedule:
Payment for Task 1: The City will pay the lump sum payment of $2,400 for Task 1 after completion of the task and within 30 days of receipt of invoice from the Consultant.
Payment for Tasks 2: Notwithstanding the provisions set forth in Section 5 of the Agreement, the
CITY will process the payment for the $105,100 for Task 2 as lump sum payments of four (4) progress payments at 25%, 50%, 75% and 100% completion. Each individual progress payment will be for $26,275. Percentage completion will be based on the number of enclosures audited.
City will pay invoices within thirty (30) days of receipt of invoice from CONSULTANT.
Payment for Task 3: The City will pay the lump sum payment of $15,000 for Task 3 after completion of the task and within 30 days of receipt of invoice from the Consultant.
REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for Basic Services and are not reimbursable expenses.
ADDITIONAL SERVICES
Additional Services shall be defined as work similar to but beyond the scope of the Basic Services as set forth in Exhibit “A” (“Scope of Work”) and Exhibit “B” (“Schedule of
Performance”) above. Specifically, Additional Services shall include an increase in the amount
of splice point locations provided to CONSULTANT in the CPAU Fiber Optic Backbone
diagram attached to and included here as Exhibit “C-2” or a lengthened work schedule as specified in Exhibit “B” (“Schedule of Performance”) due to the CITY’s inability to provide the necessary escorts.
Additional Services must be mutually agreed to in writing by CITY and CONSULTANT as
follows: The CONSULTANT shall provide additional services only by advanced, written authorization
from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a
detailed written proposal including a description of the scope of services, schedule, level of
effort, and CONSULTANT’s proposed maximum compensation, including reimbursable
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expense, for such services based on the rates set forth in Exhibit C-1. The Additional Services
scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the
CITY’s project manager and CONSULTANT prior to commencement of the services. Payment
for additional services is subject to all requirements and restrictions in this Agreement
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EXHIBIT “C-1” HOURLY RATE SHEET
Regular Field Rates Per Technician: $145/hr including Equipment
Overtime Field Rates Per Technician: $185/hr including Equipment
Project Management: $155/hr
Drafting: $75/hr
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EXHIBIT “C-2” CPAU FIBER OPTIC BACKBONE DIAGRAM
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EXHIBIT “D” INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:
REQUIRE
D TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY
YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL LIABILITY
BODILY INJURY PROPERTY DAMAGE
BODILY INJURY & PROPERTY DAMAGE COMBINED.
$1,000,000 $1,000,000
$1,000,000
$1,000,000 $1,000,000
$1,000,000
YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED
BODILY INJURY
- EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED
$1,000,000
$1,000,000 $1,000,000 $1,000,000 $1,000,000
$1,000,000
$1,000,000 $1,000,000 $1,000,000 $1,000,000
PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE
ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN
COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.
III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS”
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
B. CROSS LIABILITY
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THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER,
BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-
PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
NOTICES SHALL BE MAILED TO:
PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303