HomeMy WebLinkAbout2002-05-06 City Council (4)TO:
City of Palo Alto
City Manager’ rt
HONORABLECITYCOUNCIL I 11" l
FROM:CITY MANAGER DEPARTMENT: UTILITIES
DATE:
SUBJECT:
MAY 6, 2002 CMR: 210:02
APPROVAL OF CONTRACT IN THE AMOUNT OF $119,000 WITH
UPTOWN SERVICES FOR FIBER TO THE HOME BUSINESS
CASE DEVELOPMENT SERVICES
RECOMMENDATION
Staff recommends that Council approve and .authorize the Mayor to execute the attached
contract with Uptown Services in the amount of $119,000 for the development of the
fiber to the home (FTTH) business case study.
DISCUSSION
Business Case Development Project Description
The work to be performed under the contract is to develop a comprehensive analysis of
costs and revenues associated with a citywide build-out of a FTTH network. The study
will be based on analysis of the local market, the contractor’s extensive knowledge of
regional and national markets, and analysis of construction and operating expenses of
alternative network designs based on proven equipment and engineering experience
related to other telecommunication and FTTH design development. The final report will
be presented to Council with recommendations regarding further effort in the FTTH
arena.
RFP Process
A notice inviting formal proposals for the FTTH business case analysis was sent on
January 28, 2002 to 13 interested consulting firms. The proposal submittal period was
twenty-five days. A proposers’ meeting was held on February 14, 2002; 17 individuals
attended the meeting. All firms on the proposal list were sent a written summary of the
questions and responses discussed in the meeting. Proposals were received from 12
qualified consultants on February 22, 2002, as listed .on the attached summary
(Attachment A). Proposals ranged from a high of $455,000 to a low bid of $41,000 (the
low proposal was disqualified as incomplete). Since the response to the RFP was so
extensive there was no attempt to follow up with non-responders. Staff reviewed all
CMR:210:02 Page 1 of 2
proposals submitted and recommended two for interviews and additional clarification.
Upon the selection of Uptown Services, staff requested Uptown to submit quotes for
additional engineering work which had been assigned to staff in the original scope of
work. Uptown’s final quote for business case services is still the lowest qualified
¯ proposal in spite of the increase in the scope of work. The proposal is in the lower cost
end estimated by staff.
Staff checked references supplied by Uptown fpr previous work performed and received
positive referrals from all queries.
RESOURCE IMPACT :
Funds are available in Utilities Telecommunications. Operating Budget
POLICY IMPLICATIONS ~
The award of this contract does not represent any change to existing City polices. This
recommendation is consistent with the Council approved Utilities Strategic Plan Strategy
No.4; Deliver products and services for competitive markets, sub-strategy H, Telecom
products. The fiber to the home project was also identified as a key project in the
Strategic Implementation Plan (CMR 223:01).
ENVIRONMENTAL REVIEW
This contract is not a project as defined.by the California Environmental Quality Act
(CEQA); and is not subject to CEQA requirements.
ATTACHMENTS
A:Bid Summary
B:Contract for Business Case Development
PREPARED BY:
DEPARTMENT HEAD:
CITY MANAGER APPROVAL:
BLAKE HEITZMAN
Utilities Telecommul~ications Manager
/l)Tct°r ilities .
EMIL~ HARRISON
Assistant City Manager
CMR:210:02 Page 2 of 2
CONTRACT NO.
BETWEEN THE CITY OF PALO ALTO AND
UPTOWN SERVICES, LLC
FOR FIBER TO THE HOME BUSINESS CASE DEVELOPMENT
This Contract No.is entered into
by and between the CITY. OF PALO ALTO, a chartered city and a
municipal corporation of the State of California ("CITY"), and
UPTOWN SERVICES, LLC, a Limited Liability Company in the State of
Colorado, located at 5650 Greenwood Plaza Blvd., Suite 225E,
Greenwood Village, CO 80111 ("CONSULTANT"). (Taxpayer I.D. Number
84-1559241)
RECITALS:
WHEREAS, CITY desires certain professional consulting
services (~Services") and the preparation and delivery of, without
limitation, one or more sets of documents, drawings, maps, plans,
designs, data, calculations, surveys, specifications, schedules or
other writings (~Deliverables") (Services and Deliverables are,
collectively, the ~Pro3ect"), as more fully described in Exhibit
~A~; and
WHEREAS, CITY desires to engage CONSULTANT, including its
employees, if any, in providing the Services by reason of its
qualifications and experlence in performing the Services, and
CONSULTANT has offered to complete the Project on the tegms and in
the manner set forth herein;
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NOW, THEREFORE, in conslderation of the covenants, terms,
conditions, and provisions of this Contract, the parties agree:
SECTION i.TERM
i.i This Contract will commence on the date of its
execution by CITY, and will terminate on June 30, 2003, unless this
Contract is earlier terminated by CITY. Upon the receipt of CITY’s
notice to proceed, CONSULTANT will commence work on the initial and
subsequent Project tasks ~n accordance with the time schedule set
forth in Exhibit ~A". Time is of the essence of this Contract. In
the event that the Project is not completed within the time
required through any fault of CONSULTANT, CITY’s city manager will
have the option of extending the time schedule for any period of
time. This provision will not preclude the recovery of damages for
delay caused by CONSULTANT.
SECTION 2.SCOPE OF PROJECT; CHANGES & CORRECTIONS
020501 lh 0072153
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2.1 The scope of Services and Deliverables constituting
the Project will be performed, delivered or executed by CONSULTANT
under the phases of the Basic Services as-described below.
2.2 CITY may order substantial changes in the scope or
character of the Basic Services, the Deliverables, or the Project,
either decreasing or increasing the amount of work required of
CONSULTANT. In the event that such changes are ordered, subject to
the approval .of CITY’s City Council, as may be required, CONSULTANT
will be entitled to full compensation for all work performed prior
to CONSULTANT’s receipt of the notice of change and further will be
entitled to an extension of the time schedule. Any increase in
compensation for substantial changes will be determined
accordance with the provisions of this Contract. CITY will not be
liable for the cost or payment of any change in work, unless the
amount of additional compensation attributable to the change in
work is agreed to, in writing, by CITY before CONSULTANT commences
the performance of any such change in work.
2.3 Where the Project entails the drafting and
submission of Deliverables, for example, construction plans,
drawings, and specifications, any and all errors, omissions, or
ambiguities in the Deliverables, which are discovered by CITY
before invitations to bid on a construction project (for which the
Deliverables are required) are distributed by CITY, will be
corrected by CONSULTANT at no cost to CITY, provided CITY gives
notice to CONSULTANT.
2.4 Any and all errors, omissions, or ambiguities in the.
Deliverables,. which are discovered-by CITY after the construction
contract is awarded by CITY, will be performed by CONSULTANT, as
follows: (a) at no/cost to CITY insofar as those Services,
including the Basic Services or the Additional Servlces, as
described below, or both, will result in minor or nonbeneficial
changes in the constructioN work .required of the construction
contractor; or (b) at CITY’s cost insofar as those Services,
including the Basic Services or the Additional ServZces, or both,
will add a direct and substantial benefit to the construction work
required of the construction contractor. The project manager in.
the reasonable exercise of his or her discretion will determine
whether the Basic Services or the Additional Servlces, or both,
will contribute minor or substantial benefit to the construction
work.
020501 H* 0072153
SECTION 3. QUALIFICATIONS,
CONSULTAIgT "
STATUS, AND DUTIES OF
3.1 CONSULTANT.represents and warrants that it has the.
expertise and professional qualifications to furnish or cause to be
furnished the Services and Deliverables. CONSULTANT further
represents and warrants that the -project director and every
individual, including any consultant (or contractors), charged with
¯ the performance of the Services are duly licensed or certified by
the State of California, to the exnent such licensing or
certification is required by law to perform the Services, and that
the Project will be executed by them or under their supervision.
CONSULTANT will furnish to CITY for approval, prior to execution of
this Contract, a list of all individuals and the names of their
employers or principals to be employed as consultants.
3.2 In reliance on the representations and warranties
set forth in this Contract, CITY hires CONSULTANT to execute, and
CONSULTANT covenants and agrees that it will execute or cause to be
executed, the Project.
3.3 CONSULTANT will assign Nell V. Shaw as the project
director to have supervisory responsibility for the performance,.
progress, and execution of the Project. Neil V. Shaw will be
assigned as the project coordinator who.will represent CONSULTANT
.during the day-to-day work on the Project. If circumstances or.
conditions subsequent to the execution of this Contract cause the
substitution of the project direcnor or project coordinator for any
reason, the appointment of a substitute project director or
substitute project coordinator will be subject to the prior written
approval of the project manager.
3.4 CONSULTANT represents and warrants that it will:
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3.4.1 Procure all permits and liCenses, pay all
charges and fees, and give all notices which may benecessary and
incident to the due and lawf~l prosecution of the Project;
3.4.2 Keep itself fully informed of all existing and
future Federal, State of California, and local laws, ordinances,
regulations, .orders, and decrees which may affect those engaged or
employed under this Contract and any materials used in CONSULTANT’s
performance of the Services;
3.4.3 At all times observe and comply with, and cause
its employees and consultants, if any, who are assigned to the
performance of this Contract to observe and comply with, the laws,
ordinances, regulations, orders and decrees mentioned above; and
3.4.4 Will report immediately to the project manager,
in writing, any discrepancy or inconsistency it discovers in the
020501 lh 0072153
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laws, ordinances, regulations, orders, and decrees mentioned above
in relation to the Deliverables.
3.5 Any Deliverables given to, or prepared or assembled
by, CONSULTANT or its consultants, if any, under this Contract will
become the property of CITY and will not be made available to any
individual or organization by CONSULTANT or its consultants, if
any, without the prior written approval of the city manager.
3.6 CONSULTANT. will provide CITY with at least four (4)
coPies of any documents which are a part of the Deliverables as
stated in Exhibit ~A" upon their Completion and acceptance by CITY.
3.7 If CITY requests additional copies of any documents
which are a part of the Deliverables, CONSULTANT will provide such
additional copies and CITY will compensate CONSULTANT for its
duplicating costs.
3.8 CONSULTANT will be responsible for employing or
engaging all persons necessary to execute the Project. All
consultants of CONSULTANT will be deemed to be directly controlled
and supervised by CONSULTANT, which will be responsible for their
performance. If any employee or consultant of CONSULTANT fails, or
refuses to carry out the provisions of this Contract or appears to
be incompetent or to act in a disorderly or improper manner; the
employee or consultant will be discharged immediately from further
performance under this Contract on demand of the project manager.
3.9 In the execution of the Project, CONSULTANT and its
consultants, if any, will at all times be considered independent
contractors and not agents or employees of CITY.
3.10 CONSULTANT will perform or obtain or cause to be
performed or obtained any and all of the following Additional
Services, not included under the Basic Services, if so authorized,
in writing, by CITY:
3.10.1 Providing services as an expert witness in
connection with any public hearing or meeting, arbitration
proceeding,or proceeding of a court of record;
3.10.2 Incurrlng travel and subsistence expenses for
CONSULTANT and its staff beyond those normally required under the
Basic Services;
3.10.3 Performing any other Additional Services that
may be agreed upon by the parties subsequent to the execution of
this Contract; and
3.10.4 Other Additional Services now or hereafter
.described in Exhibit "A" to this Contract.
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3.11 CONSULTANT will be responsible for employing
all consultants deemed necessary to assist CONSULTANT in the
performance of the Services. The appointment of consultants must
be approved, in advance, by CITY, in writing, and must remain
acceptable to CITY during the term of this Contract.
SECTION 4. DUTIES OF CITY
4.1 CITY will furnish or cause to be furnished the
services listed in Exhibit "A" and such informatlon regarding its
requirements applicable to the Project as may be reasonably
requested by CONSULTANT.
4.2 CITY will review and approve, as necessary, in a
timelymanner the Deliverables and each phase of work performed by
CONSULTANT. CITY’s estimated time of review and approval will be
furnished to CONSULTANT at the time of-submission of each phase of
work. CONSULTANT a~knowledges and understands that the
interrelated exchange of information among CITY’s variou~
departments makes it extremely difficult for CITY to firmly
establish the time of each review and approval task~ CITY’s
failure to review and approve within the estimaned time schedule
will not constitute a default under this Contract.
4.3 The city manager will represent CITX for all
purposes under this Contract. Blake Heitzman, Utilites
Telecommunications Manager is designated asthe project manager for
the city manager. The project manager will supervise the
performance, progress, and execution of the Project, and will be
assisted by Manuel Topete, the Coordinator Utilities Projects.
4.4 If CIT~ observes or otherwise becomes aware of any
default in the performance of CONSULTANT, CITY will use reasonable
efforts to give written notice thereof to CONSULTANT in a timely
manner.
SECTION 5. COMPENSATION
5.1 CITY will compensate CONSULTANT for the following
services and work:
5~I.I In consideration of the full performance of the
Basic Services, including any authorized reimbursable expenses;
CITY will pay CONSULTANT a fee not to exceed One Hundred Nineteen
Thousand dollars ($119,000). The amount of compensation will be
calculated in accordance with the rate schedule set forth in
Exhibit "B", up to the maximum amount set forth in this Section.
The fees of the consultants, who have direct contractual
relationships with CONSULTANT, will be approved, in advance, by
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CITY. CITY reserves the right to refuse payment of such fees, if
such prior approval is not obtained by CONSULTANT.
5.1.2 The full payment of charges for extra work or
changes, or both, in the execution of the Project will be made,
provided suc~ request for payment is initiated by CONSULTANT and
authorized, in writing, by the project manager. Payment will be
made within thirty (30). days of submission .by CONSULTANT of a
statement, in triplicate, of itemized costs covering such w~rk or
changes, or both. Prior to commencing such extra work or changes,
or both, the parties will agree upon an estimated maximum cost for
such extra work or changes. CONSULTANT will not be paid for extra
work or changes, including, without limitation, any design work or
change order preparation, which is made necessary on account of
CONSULTANT’s errors, omissions, or oversights.
5.1.3 Direct personnel expense of employees-assigned
to the execution of the Project by.CONSULTANT will include only the
work of architects, engineers, designers, job captains, surveyors,
draftspersons, specification writers and typists, in consultation,
research and design, work in producing drawings, specifications and
other documents pertainingto the Pro3ect, and in services rendered
during construction at the site, to the extent such services are
expressly contemplated under this Contract. Included in the cost
of direct personnel expense of these employees are salaries and
mandatory and customary benefits such as statutory employee
benefits, insurance, sick leave, holidays and vacations, pensions
and similar benefits.
5.2 The schedule of payments will be made as follows:
5.2.1 Payment of the Basic Services will be made in
monthly progress payments in proportion to the quantum of services
performed, or in accordance with any other schedule of payment
mutually agreed upon!by the parties, as set forth in Exhibit ~B"
or within thirty (30) days of submission, in triplicate, of such
requests if a schedule of p~yment is not specified. Final payment
will be made by CITY ~fter CONSULTANT has submitted all
Deliverables, including, without limitation, reports which have
been approved by the project manager.
5.2.2 Payment of the Additional Services will be
made in monthly progress payments for services rendered, within
thirty (30) days of submission, in triplicate, of such requests.
5.2.3 No deductions will be made from CONSULTANT’s
compensation on account of penalties, liquidated damages, or other
sums withheld by CITY from payments to general contractors..
020501 lh 0072153
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SECTION 6.ACCOUNTING, AUDITS, OWNERSHIP OF RECORDS
6.1 Records of the direct personnel expenses and
expenses incurred in connection with the performance of Basic
Services and Additional Services pertaining to the Project will be
.prepared, maintained, and retained by CONSULTANT in accordance with
generally accepted accounting principles and will be made available
to CITY for auditing purposes at mutually convenient times during
the term of this Contract and for three (3) years following the
expiration or earlier termination of this Contract.
6.2 The originals of the Deliverables prepared by or
under the direction of CONSULTANT in the performance of this
Contract will become the property of CITY irrespective of whether
the Project is completed upon CITY’s payment of the amounts
required to be paid to CONSULTANT. These originals will be
delivered to CITY without additional compensation. CITY will have
the right to utilize any final and incomplete drawings, estimates,
specifications, and any other documents prepared hereunder by
CONSULTANT, but CONSULTANT disclaims any responsibility or
liability for any alterations or modifications of such documents.
SECTION 7. INDEMNITY
7.1 CONSULTANT agrees to protect, indemnify, defend and
hold harmless CITY, its Council members, officers, employees and
agents, from any and all demands, .claims, or liability of any
nature, including death or injury to any person, property damage or
any other loss, caused by or arising out of CONSULTANT’s; its
officers., agents’, consultants’ or emp!oyees’ neg{igent acts,
errors, or omissions, or willful misconduct, or conduct for which
applicable-law may impose strict liability on CONSULTANT in the
performance of or faglure to perform its obligations under this
Contract. /
.SECTION 8. .WAIVERS
8.1 The waiver by either party of any.breach or
violation of any covenant, term, condition or provision of this
Contract or of the provisions of any ordinance or law will not be
deemed to be a waiver of any such covenant, term, condition,
provision, ordinance, or law or of any subsequent breach or
violation of the same or of any other covenant, term, condition,
provision, ordinance or law. The subsequent acceptance by either
party of any fee or other money which may become due hereunder will
not be deemed to be a waiver of any preceding breach or violation
by the other party of any covenant, term, condition or provision of
this Contract or of any applicable law or ordinance.
020501 lh 0072153
8.2 No payment, partial payment, acceptance, or partial
acceptance by CITY will operate as. a waiver on the part of CITY of
any of its r~ghts under this Contract.
SECTION 9. .INSURANCE
9.1 CONSULTANT, at its sole cost and expense, will
obtain and ~aintain, in full force and effect during the term of
this Contract, the insurance coverage described in Exhibit "C",
insuring not only CONSULTANT and its consultants, if any, but also,
with the exception of workers’ compensation, employer’s liability
and professional liability insurance, naming CITY as an additional
insured concerning CONSULTANT’s performance under this Contract.
9.2 All insurance coverage required hereunder will be
provid@d 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 consultants of CONSULTANT
retained to perform Services under this Contract will obtain and
maintain, in full force and effect during the term of thi~
Contract, identical insurance coverage, naming CITY as an
additional insured under such policies as required above.
9.3 Certificates of such insurance, preferably on the
forms provided by CITY, will be filed with CITY concurrently with
the execution of this Contract. The certificates will be subject
to the approval of CITY’s risk manager and will contain an
endorsement stating-that the insurance is primary coverage andwill
not be canceled or altered by the insurer except after filing with
the CITY"s city. clerk thirty (30) days’ prior written notice of
such cancellation or alteration, and that the City of Palo Alto is
named as an additional insured except in policies of workers’
compensation, employ4r’s liability, and professional liability
insurance. Current ~ertificates of such insurance will be kept on
file at all times during the term of this Contract with the city
clerk. ~
9.4 The procuring of such required policY or policies
of insurance will not be construed to limit CONSULTANT’s liability
hereunder nor to fulfill the indemnification provisions of this
Contract. NQtwithstanding the policy orpolicies of insurance,
CONSULTANT will be obligated for the full and total amount of any
damage, injury, or loss caused by or directly arising as a result
of the Services performed under this Contract, including such
damage, injury, or loss arising after the Contract is terminated or
the term has expired.
SECTION I0. WORKERS’ COMPENSATION
I0.i CONSULTANT, by executing this Contract, certifies
that it is aware of the provisions of the Labor Code of the State
020501 ~* 0072153
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 Project.
PROJECT
SECTION II. TERMINATION OR SUSPENSION OF CONTRACT OR
II.i The city manager may suspend the execution of the-
.Project, in whole or in part, or terminate this Contract, with or
without cause, by giving thirty (30) days’ prior written notice
thereof to CONSULTANT, or immediately after submission to CITY by
CONSULTANT of any completed item of Basic Services. Upon receipt
of such notice, CONSULTANT will immediately discontinue its
performance under this Contract.
11.2 CONSULTANT may termlnate this Contract or suspend
its execution of the Project by giving thirty (30) days’ Prior
written notice thereof to CITY, but oniy in the event of a
substantial failure of performance by CITY or in the event CITY
indefinitely withholds or withdraws its request for the initiation
or continuation of Basic Services or the execution of the Project.
11.3 Upon such suspension or termination by CITY,
CONSULTANT will be compensated for the Basic Services and
Additional Services performed and Deliverables received and
approved-prior to receipt of written notice from CITY of such
suspension or abandonment, together with authorized additional and
reimbursable expenses then due. If the Project is resumed after it
has been suspended for more than 180 days, any change in
CONSULTANT,s compensation will be subject to renegotiation .and, if
necessary, approval o{ CITY’s City Council. If this Contract is
suspended or terminated on account of a default by CONSULTANT, CITY
.will be obligated to compensate CONSULTANT only for that portion of
CONSULTANT.s services which .are of direct and immediate benefit to
CITY, as such determination Ray be made by the city manager in the
reasonable exercise of her discretion.
11.4 In the event of termination of this Contract or
suspension of work on the Project by CITY where CONSULTANT is not
in default, CONSULTANT will receive compensation as follows:
11.4.1 For approved items of services, CONSULTANT will
be compensated for each item of service fully perfgrmed in the
amounts authorized under this Contract.
11.4.2 For approved items of services on which a
notice to proceed is issued by CITY, but which are not fully
performed, CONSULTANT will be compensated for each item of service
in an amount which bears the same ratio to the total fee otherwise
020501 lh 0072153
payable for the performance of the service as the quantum of
service actually rendered bears to the services necessary for the
full performance of that item of service.
11.4.3 The total compensation payable under the
preceding paragraphs of this Section will not exceed the payment
specified under Section 5 for the respective items of service to be
furnished by CONSULTANT.
11.5 Upon such suspension or termination, CONSULTANT
will deliver to the.city manager immediately any and all copies of
the DeliVerables,.whether or not completed, prepared by CONSULTANT
Or its consultants, if any, or given to CONSULTANT or its
consultants, if .any, in connection with this Contract. Such
materia’is will become the property of CITY.
11.6 The failure of CITY to agree with CONSULTANT’s
.independent findings, conclusions, or recommendations, if the same
are calledfor under this Contract, on the basis of differences in
matters of judgment, will not be construed’ as a failure on the part
of CONSULTANT to fulfill its obligations u~der this Contract.
SECTION 12.ASSIGNMENT
12.1 This Contract is for the personal services of
CONSULTANT, therefore, CONSULTANT will not assign/ transfer,
convey, or otherwise dispose of this Contract or any right, title
or interest in or to the same or any part thereof without the prior
writtenconsent of CITY. A consent to one assignment will not be
deemed to be a consent to any subsequent assignment. Any
assignment made without the approval of CITY will be void and, at
the option of the ci~ manager,-this ’Contract may be terminated.
This Contract will n~t be assignable by operation of law.
SECTION 13.NOTI<ES
13.1 All notices hereunder will be given, in writing,
and mailed, postage prepaid, by certified mail, addressed as
follows:
To CITY:Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
To CONSULTANT: Attention of the project director
at the address of CONSULTANT recited.above
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SECTION 14. CONFLICT OF INTEREST
14.1 In accepting this Contract, CONSULTANT covenants
that it presently has no interest, and will not acquire any
interest, direct or indirecz, financial, or otherwise, which would
conflict in any manner or degree with the. performance of the
Services.
14.2 CONSULTANT further covenants that, in the
performance of this Contract, it will not employ contractors or
persons having such an interest mentioned above. CONSULTANT
certifies that no one who has or will have any financial interest
under this Contract is an officer or employee of CITY; this
provlsion will be interpreted in accordance with the applicable
provisions of the Palo Alto Municipal Code and the Government Code
of theState of California.
SECTION 15. NONDISCRIMINATION
15.1 As set forth in the Palo Alt0 Municipal Code, no
discrimination will be made in the employment of persons under this
Contract because of the age, race, color, national origin,
ancestry, religion, disability, sexual preference or gender of such
person. If the value of this Contract is,. or may be, five thousand
dollars ($5,000) or more, CONSULTANT agrees to meet all
requirements of the Palo Alto Municipal Code pertaining to
nondiscrimination in employment, including completing the. requisite
form furnished by CITY and set forth in Exhibit "D"
15.2 CONSULTANT agrees that each contract for services
from independent providers will contain a provision substantially
as follows:
"[Name of .iProvider] will provide CONSULTANT
with a certlflcate 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. "
15.3 If CONSULTANT is found in violation of the
nondiscrimination provisions of the State of California Fair
Employment Practices Act or similar provisions of Federal law or
executmve 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
020501 lh 0072153
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calendar day during which such person was subjected to
discrimination, as damages for breach of contract, or both. Only 9
finding of the State of California Fair Employment Practices
Commission or the equivalent federal agency or officer will
constitute evidence of a breach of this Contract.
SECTION 16.MISCELLANEOUS PROVISIONS
16.1 CONSULTANT represents and warrants that it has
knowledge of the requirements of the federal Americans with
Disabilities Act of 1990, and the Government Code and the Health
and Safety Code of the State of California, relating to access to
public buildings and accommodations for disabled persons, and
relating to facilities for disabled persons. CONSULTANT will
comply with or ensure by its advice that compliance with such
provisi’ons will be effected pursuant to the terms of this-Contract.
16.2 Upon the agreement of the parties, any controversy
or claim arising out of or relating to this Contract may be settled
by arbitration in accordance with the Rules of the ~merican
Arbitration Association, and judgment upon the award rendered by
the Arbitrators may be entered in any court having jurisdiction
thereof..
16.3 This Contract will be governed by the laws of the
State of California, excluding its conflicts of law.
16.4 In the event that:an action is brought, the parties
agree that trial of such action will be vested exclusively in the
state courts of CalifOrnia or in the United States District Court
for the Northern District of California in the County of Santa
Clara, State of. Califprnia.
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16.5 The prevailing party in any action brought to
enforce the terms-of this Contract or arising out of this Contract
may recover its reasonable hosts and attorneys’ fees expended in
connection with that action.
16.6 This document represents the entire and integrated
Contract between-the parties and supersedes all prior negotiations,
rePresentations, and contracts, either written or oral. This
document may be amended only by a written instrument, which is
signed by the parties.
16.7 All provisions of this Contract, whether covenants
or conditions, will be deemed to be both covenants and conditions.
16.8 The covenants, terms, zonditions and provisions of
this Contract will apply to, and will bind, the heirs, successors,
020501 lh 0072153
12
executors, administrators, assignees, and consultants, as the case~
may be, of the parties.
16.9 If a court of competent jurisdiction finds or rules
that any provlsion of this Contract or any amendment thereto is
void or unenforceable, the unaffected .provisions of this Contract
and any amendments thereto will remain in full force and effect.
16.10 All exhibits referred to In this Contract and any
addenda, appendices, attachments, and schedules which, from time to
time, may be referred to in any duly executed amendment hereto are
by such reference incorporated in this Contract and will be deemed
to be a part of this Contract.
16.11 This Contract may be executed in any number of
counterparts, each of which will be an original, but all of which
together will constitute one and the same instrument.
16.12 This Contract is subject to the fiscal provisions
of the Charter of the City of Palo Alto and the Palo A!to Municipal
Code. This Contract will terminate without any penalty (a) at the
end of any fiscal year in the event that funds are not appropriated
for the following fiscal year, or (b) at any time within a fiscal
year in the event that funds are only appropriated for a portion of
the fiscal year and funds for this Contract are no longer
available. This Section 16.12 will take precedence in the event of
a conflict with any other covenant, term, condition, or provision
of this Contrict.
//
II
//
//
//
//
//
020501 Ih 0072153
13
IN WITNESS WHEREOF, the parties hereto have by their duly
authorized representatives executed this Contract on the date first
above written.
ATTEST:CITY OF PALO ALTO
City Clerk
APPROVED AS TO FORM:
Senior Asst. City Attorney
APPROVED:
Assistant Cfty Manager
Mayor
Uptown Services, LLC
By:
-Name :
Title:
’By:
Name:
Title:
Taxpayer Identification No.
84-1559241
Director of Administrative
Services
birector of Utilities
Insurance Review
Attachments:
EXHIBIT "A".
EXHIBIT "B":
EXHIBIT "C":
EXHIBIT "D".
(Compl-iance with Cor~. 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 s~gnatory
authority of the individuals- s~gning in
their respective capacities ~s acceptable)
SCOPE OF PROJECT
RATE SCHEDULE
INSURANCE
NONDISCRIMINATION COMPLIANCE FORM
020501 lh 0072153
14
CERTIFICATE OF ACKNOWLEDGMENT
(Civil Code § 1189)
STATE OF )
COUNTY OF )
On , 2002, before me, the undersigned, a.
Notary Public in and for said County and State, personally appeared
¯personally known to
me or proved to me on the basis of satisfactory evidence to be the
person(s)’ whose name(s) is/are subscribed to the within instrument
.and acknowledged to me that he/she/they executed the same
his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature of Notary Public
020501 lh 0072153
15
CERTIFICATE OF ACKNOWLEDGMENT
(Civil Code § 1189)
STATE OF )
-) SSo
COUNTY OF )
On ~ 2002, before me, the undersigned, a
Notary Public in and for said County and State, personally appeared
, personally known to
me or proved to me on the basis of ~atisfactory evidence to be the
person(s) whose name(s) is/are subscribed to the within, instrument
and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their
signature(s.) .on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature of Notary Public
020501. lh 0072153
16
Exhibit A: Scope of Work
SCOPE OF WORK FOR FTTH BUSINESS CASE DEVELOPMENT
(NUMBERING COINCIDES WITH RFP)
Project Location
The project location is considered to be CITY OF PALO ALTO Utilities Engineering (~ffices at 1007
Elwell Court, Palo Alto, CA. At times project activity may be conducted at the CITY OF PALO
ALTO Civic Center at 250 Hamilton, or other places in Palo Alto. Occasionally, the Consultant will
make presentations after work hours at .the above locations.
2.4 Consultant Division of Work
Th6 Consultant shall complete the following work elements:
2.4.1
2.4.2
Identification of key revenue sources for the FTTH project: Upon being hired
the Consulta.ntwill immediately review the staff report on key revenue sources,
¯ and complete the following tasks: -
¯2.4.1.1 Review the staff research efforts, and list any deficiencies. Deficiencies a~e
areas where additional research needs, to be done before sound decisions
can be made, The Consultant shall discuss these with staff and the advisory
team (or a sub-committee of the advisory team), and propose a plan to
correct the deficiencies or to compensate for them.
¯2.4.1.2 Have knowledge of and integrate into the.reportl expertise on a national and
regional level regarding the key revenue sources of the telecom industry,
and how they would apply to a FTTH network. The Consultant shall use this
knowledge to suggest adjustments to the conclusions of the staff report.
Bring and integrate into the report ideas regarding the timeliness of minor
services and their potential to enhance the revenue stream. These sources
should not serve as a determining factor in the build out decision.
2.4.1.3 Assist staff in conducting Preliminary investigative meetings with potential
. bu~siness partners. Be a point of contact for arranging meetings with
p,etential partners. When requested by staff, attend meetings with potential
partners (Consultant shall provide these services on a per diem basis).
2.4.1.4.Expand staff efforts regarding business models for each revenue stream
and their associated costs. Recommenda specific business model.for each
service to bd provided over the. FTTH network.
2.4.1.5 Within one month of being hired assist staff in presenting the key revenue
sources report to the advisory and, if necessary, governing bodies,
Throughout the process, help staff convey accurate information to advisory
and governing bodies, and in soliciting the appropriate support and
approvals.
Market Study- Analyze and understand the Palo Alto data developed by staff
and, recognizing differences between the Palo Alto and regional market
places, make necessary adjustments to the Palo Alto projections: The
Consultant shall take information he has about telecom market behavior, the offering
of services in our region and adjust Palo Alto data based on national and regional
data. Once the data has been adjusted, the expert will make projections regarding
Palo Alto’s market penetration and the associated revenue that will be generated
over a 3, 5 and 10-year horizon.
2.4.2.1 Review staff proto-type survey instrument and make recommendations
PAGE 1 OF 5
Exhibit A: Scope of Work
2.4.2.2
2.4.2.3
2.4.2.4
regarding form and selection of survey sample populations. Focus survey
effort on capturing the unique customer characteristics affecting fiber optic
service in Palo Alto. If possible, furnish relevant analogous market research
data fro m elsewhere.
Upon staff completion of the survey of relevant market segments, the
Consultant shall meet with staff and review their market research. He will
note any deficiencies, and meet with staff and the advisory team to develop
a plan for adjusting for the deficiencies. The expert will develop an
understanding of the differedces between Palo Alto and regionally customer
demographics. Based on this, and his understanding of national and
regional responses to service offerings in the telecom market, he shall make
a final recommendation regarding the service offerings and the pricing point
of each, being mindful of the need for basic service offerings (e.g. lifeline
rates) in each service category. He Shall then make reasonable adjustments
to the staff projections of market shares and gross revenues. In the process
he will consider the nature of Palo Alto citizen loyalty, and the type of
services to be offered, as well as other factors, which might influence the
outcome. Based on his knowledge of competitor practices in the region, the
Consultant shall further adjust the projections of Palo Alto’s market share,
and future revenues. He shall also make other adjustments, which he
deems appropriate, based on his expertise. He shall also recommend
actions for Palo Alto to take to reduce the impact of competitors and other
factors on its market share.
Based on his expertise in market analysis the Consultant shall construct a
statistical model of the forces affecting the Palo Alto market. Using this
model, the Consultant shall, in the minimum, make projections for a
reasonable worst case, best case, and nominal case for annual gross
revenues from the Palo Alto FTTH project. These cases shall be projected
for 3, 5 and 10 year horizons. The Consultant shall make his model
available to staff to run their own variations of cases. Staff ultimately must
have a strong understanding of the market in which the project would be
operating. The Consultant shall make a presentation to Staff and the
advisory team regarding his analyze of the Palo Alto market for FTTH
s~ices. In his presentation he will address competitive forces, Palo Alto
s#engths and weaknesses, customer loyalty and other issues that he
deems significant.
The expert will assist the staff in presenting the market study and associated
recommenda, tions to advisory and governing bodies (two evening sessions).
2:4.3
2.4.4
Legal and Regulatory Analysis: It is imperative that the consult and his associates
have good knowledge of the legal and regulatory issues facing Palo Alto in a build
out of the FTTH network.
2.4.3.1 The Consultant should identify all legal and regulatory hurdles that Palo Alto
must overcome to embark on this project. He should estimate the required
resources and costs to manage the these issues..
2.4.3.2 The Consultant should forecast the length of time Palo Alto should
anticipate being delayed by legal and regulatory challenges, and should
recommend critical start dates for these processes.
Technical Feasibility - Identify and describe a system capable of delivering the
services. The Consultant with the assistance of his Subcontractor’s will make
reasonable estimates of the costs of building and ~ perating various alternative FTTH
networks. Consultant will provide all necessary design and eng=neering expertise to
PAGE 2 OF 5
Exhibit A: Scope of Work
2.4.5
2.4.6
corn plete this assignment. Consultant shall meet with the Utilities engineering staff
and discuss his assumptions, methods, and fully describe his analysis in the
development of his costs estimates.
2.4.4.1 Consultant will estimate the costs and.timing of a system wide deployment.
Availability of construction expertise and staffing shall be integrated into
these estimates. Customer interests (geographical segmentation) will also
be considered in these forecasts.
2.4.4.2 Consultant shall estimate the costs and staffing (skill set acquisition and
development) requirements needed to operate the FTTH network.
Obsolescence and replacement shall be considered to develop life cycle
costing, and annual cash flow requirements. Where possible, probable
ranges of values shall be used in the analys!s.
2.4.4.3 Consultant shall meet with Palo Alto Utilities Engineering staff and fully
describe to their satisfaction: his assumptions, methods of analysis, sources
of data, etc. used .in the development of his estimates.
Financial Feasibility: Analyze methodsfor funding the construction and initial
operation of the FTTH network. The Consultant shall advise the city regarding the
financial issues and legal imPlications of raising capital for the FTTH network
building and initial operations.
2.4.5.1 The Consultant shall explain the options for financing based on construction
costs, time frame and the cash flow for the build out.
2.4.5.2 The Consultant should address issues related to tax exempt financing, if
any.-
2.4.5.3 The Consultant should address issues of partnering with non-tax exempt
entities to assist with implementing the project.
2.4.5.4 The Consultant shall meet with advisory and governing bodies to explain
financing options and associated risk, if any. This information will be
included in the final report presentations.
Development of an integrated FTTH business model. The Consultant shall
assume full responsibility for the integration of all the above information and any
additional information that he deems significant into a pro forma income statement
and cash flow statement model of a Palo Alto FTTH business.
2.4.6.1 Th.e model shall be capable of managing uncertainty through probabilistic
mj de=ing.
2.4.6.2 The Consultant shall make recommendations that are supported by the
model.
2.4.6.3 The Consultant shall identify all sensitive variables in the model and explain
their range o{ possibilities and how these affect the outcome.
2.4.6.4 The Cons ultant shall accompany staff to make presentations of results and
recommendations to advisory-and governing bodies. The Consultant will
explain sources of risk, and make recommendations for the mitigation of
risk (four presentations).
2.4.6.5 The Consultant shall train staff in the use of the model and turn the model
over to staff for their use in future scenario modeling.
2.5 Chronological list of deliverables: This listing of deliverables is to be viewed as a
summary from the "Division of Work" sections of this RFP, and includes only the major
milestones of the project with relative time lines. Consultants can use this section to
understand the timeline of the project. Consultants are to use this entire document to
analyze the complexity and detail of the work in preparing their submittals.
2.5.1 Deliverable by staff: Section 2.3.1 (Investigation of key revenue sources for the
PAGE 3 OF 5
Exhibit A: Scope of Work
2.5.2
2.5.3
2.5.4
2.5.5
2.5.6
2.5.7
2.5.8
2.5.9
2.5.10
2.5.11
2.5.12
2.5.13
2.5.14
2.5.15
FTTH) work will be completed by Staff prior to the commencement of work by the
Consultant. This work wi I be delivered to the.Consultant in the form of a written
report with a section for each key revenue source.
Deliverable by Consultant: The Consultant shall produce his written review of
the staff report on key revenue sources (as described in section 2.4.1.1 ) within
two weeks of its delivery.to him.
Consultant deliverable: The Consultant shall have organized introductory
meetings with at least two potential busirtess partners for each key revenue
source within four weeks of the initiation of his contract will the city.
Consultant deliverable: The Consultant shall also meet with the advisory team
and provide a verbal review in accordance with section 2.4.1.1 and section
2.4.1.2 within seven weeks of the delivery to him of the staff report. At that time
he will also provide an overview of the legal and regulatory issues that Palo Alto
can anticipate facing with respect to engaging m the key businesses.
Staff deliverable: All sections within Section 2.3.2.1 (development of protQ-type
market survey instruments and test application) will be completed prior to the
selection of the Consultant.
Consultant deliverable: The Consultant shall provide staff with written
recommendations regarding revisions to the survey instrument within two weeks
after the survey instrument has been delivered to him by staff.
Consultant deliverable: Consultant recommendations regarding the selection
of sample populations shall be delivered to staff within three weeks of the delivery
of staff’s draft survey to the Consultant.
Consultant deliverable: Consultant shall deliver a summary of relevant
analogous market research within 5 weeks of his receipt of the staff draft survey
instrument.
Staff deliverable: Staff shall complete all portions of sections 2.3.2.2 and 2.3.2.3
(actual market surveys and corn pilation of statistical data for market segments)
within six weeks of receipt of the Consultant’s review as described in section
2.4.1.3.
Consultant deliverable: Within two weeks of the receipt of the market surveys
and statistical corn pilation, the Consultant shall submit his written review noting
deficiencies and the potential impact of these.
Consultant deliverable: Within four weeks of the delivery of the market surveys
the ConsUltant shall provide his adjustments based on competitive forces and his
knowledgeof the business.
Consultant deliverable: Within eight weeks after receiving the market survey
the Consultant shall deliver the statistical business model for projecting future
revenue streams under the influence of key variables, and make his
presentations to staff and the advisory team.
Staffdeliverable: Staff will compile trial cost data and make projections about build
out costs, staffing requirements and timing. Staff will finish within 12 weeks of the
date that upon which the Consultant was hired.
Consultant deliverable: Within four weeks of receiving staff’s engineering report
on construction and operation, the Consultant shall note areas of his concern coming
from his knowledge of similar build outs. At the same time he shall deliver his
analysis for financing the build out Of the FTTH network.
Consultant deliverable: Within 8 weeks of the completion of the staff
engineering report on costs of a FTTH build out and operation and also the
market survey analysis, the Consultant shall deliver the integrated FTTH financial
model as described in section 2.4.6. With the model he shall deliver his
recommendations regarding the build out.
PAGE 4 OF 5
Exhibit A: Scope of Work
Consultant deliverable: Over the next several months following the delivery of
the financial model, the Consultant shall assist staff and the advisory team in
presenting the report and recommendations to upper management, UAC,
Council, and the public, These follow up presentations shall be charged on a per
diem basis as a separate line item in the proposal.
PAGE 5 OF 5
Exhibit B:Compensation
1.Fees and compensation for the services described in the Exhibit A-
Scope of Work:
Business Case Development. Study not to exceed
Engineering Analysis (Per Section 2.4.4) not to exceed
Estimated travel budget, including related to engineering analysis
$119,000. Total for proposed Scope of Work
$51,000
$50,000
$18,000
2. Variable Charges for Unforeseen additional work:
Neil Shaw
Donald Thompson’
Dr. Futro
Jim Kline "
Douglas Pieri
Don Holland
-:,3, ~ ~,’,.;-~ ~i~,~;.-~-.~ ~- ==~£-r ,,~ ~ = .L 9 :~ ~,~_~ ~,,,,~ ~,~.,~.
Uptown .
Uptown
Peregrine
Peregrine.
Peregrine
Peregrine
$137.50
*137.50
.$137.50.
$1,500..00
$1,500.0o
$1,500.00
$1,100.00
$1,~oo.oo
$1,100.00
PART II- PROPOSER INFORMATION SECTION 300A
PROVIDE THE INFORMATION REQUESTED BELOW OR INDICATE "NOT APPLICABLE", IF APPROPRIATE
NAME OF PRPOSER (COMPANY)
/
ADDRESS
IRS Number:
Phone/Fax Number:
A.Proposer is a:
California Corporation
Corporation organized under the laws of the State of
with head offices located at ,~#~:~5 ~
and offices in California at
. proprietor.
[]
[]
[]
[]
California Limited Liability.Company
Sole Proprietorship;
Pa~tne£sh ip
Limited Liability Partnership
List names of partners; state which partner or partners are managi.ng partner(s)
go
[]Other,(attach Addendum with explanatory details!.
How many years have you (or your firm) done business under the name listed above?
How ma~y years.of experience similar to work or services covered in this RFP?
D.Provide relevant references of contracts satisfactorily completed in the last three (3) years:
,CUSTOMER COMPANY CONTAGT/PH,ONE NUMBER ,DATE COMPLETED
(PROVIDE ADDITIONAL SHEETS, IF NECESSARY)
5
CONTRACT AMOUNT
4 ,ooo.
CITY OF PALO ALTO RFP 141542 PAGE 1 OF 4
PART II- PROPOSER INFORMATION SECTION 300A
Have you (or your firm) previously worked for ther City of PaiD Alto?Yes, or ~above, or if necessary, provide information on additional sheets).~ No (if "Yes", list
Fo If applicable, provide a list of the plant(s), and/or facilities, and equipment owned by the Proposer which
are available for use on the proposed work as may be required herein.
QUANTITY NAME/TYPE/MODEL, CAP.ACITY, ETC.CONDITION LOCATION
(INCLUDE ADDITIONAL PAGES IF NECESSARY)
G.Provide a list of the Proposer’s management staff who will manage the proposed work or services:
NAME " .FIELD OF EXPERTISE/CAPABI~.ITIES/EX. pERIENCE
(INCLUDE ADDITIONAL PAGES IF NECESSARY)
H.Contractors license, number/type:
Minority Business Enterprises:
Proposer is , or is not ~ a minority, or Women, or Disadvantaged Business Enterprise
Small Business Concern:
Proposer is __., or is not ~ a Small Business Concern
Ko Identify the names and business address of each subcontractor performing work, under this RFP. After
opening of Proposals, no changes or substitutions will be allowed except as otherwise pe~:mitted by City.
The listing of more than one subcontractor for-eachitem of work to be performed-with the words ’and/or’
will not be permitted. Failure to comply with this requirement will render the Preposal as non-responsive
and may cause its rejection. List all such subcontractors below, or in additional sheets, as required:
NAME AND ADDRES~SCOPE OF WORK
(INCLUDE ADDITIONAL PAGES IF NECESSARY) .
Provide an estimate of work to be. perfo~med by subcontractors:
estimate? yes ~ no Is this is-a not to exceed
CITY OF PALO ALTO RFP 141542 PAGE 2 OF 4
PARTII-PROPOSERINFORMATION SECTION 300A
Or~ []Subcontractors will not perform work, provide labor, or render services in Or about the Work
covered by this RFP (check and initial).
L. Addenda
Oo
Go
During the Proposal process there may be changes to the Proposal documents, which would require an
issuance of an addendum or addenda. City disclaims any and all liability for. loss, or dama"ge-to any
Proposer who does not receive any addendum issued by City in.connection with this RFP. Any. Proposer
~n submitting a Proposal is deemed to waive any and all claims and demands Proposer may have against
City on account of the failure of delivery of any such addendum to Proposer. Any and all ~ddenda issued
by City shall be deemed included in this RFP, and the provisions and instructions, therein contained shall
be incorporated to any Proposal .submitted by Proposer.
To assure that all Proposers have received each addendum, the following acknowledgment and sign-off is
required. Failure to.acknowledge receipt of an addendum/addenda may be considered an irregularity in
the Proposal:,
Addendum number(s) received: ~1; []2; [] 3; [] 4; [] 5.;~ [] 6;[] 7; [] 8; [] 9
No Addendum/Addenda Were Received (check and initial).
-The Proposer represents that it has not .retained .a person to solicit or secure a City contract (upon an
agreement or understanding for a commission, percentage, brokerage, or contingent fee) except for
retention of bona fide employee or bona tide.established commercial selling agencies for the purpose of
securing .business.
Proposer’s Designated Contact
Name: I~ EI~ V, , ~/y/} l~/Title:
The firm and individuals listed below, certify that they do not discriminate in employment with regards to
age, race, color, - religion, sex, national origin, ancestry, disability., or sexual preference; that they are in
compliance with all federal, state, and local directives and executive orders regarding nondiscrimination in
employment.
If. Proposer is a corporation Proposer is required.to provide.a certificate in good standing from the State of
California with its Proposal.
The undersigned hereby agrees to, and accepts the terms and conditions of this RFP.
Signatures (Must be the same signature(s) as will appear on Contract):
First ~/~--v; .
(Signat~re)~
/V’~/~ ~~
(Signature)
(Printed~ signato~) ~(Printed name of signat0~)
(T~ of signato~)(Title of signato~)
Second Officer**
Note:Califomia Corporations Code Se-ction 313 requires two corporate officers to execute contracts.
The signature of First Officer* must be one of the following: Chairman of the Board; President; or
Vice President. The signature of the Second Officer** must be one of the followi#g: Secretary;
CITY OF PALO ALTO RFP 141542 PAGE 3 OF 4
PART II - PROPOSER IN FORMATION SECTION 300A
Assistant Secretary; Chief Financial Officer; or Assistant. Treasurer. In the alternative,a certified
corporate resolution attesting to the signatory authority of the individuals s~gning in their respective
capacities is acceptable.
Or,
R.The undersigned certifies that the Proposer is .not a corporation, and is not subject to the requirements of
California Corporations code~ and hereb~ agrees to, and accepts the terms and conditions of this RFP.
(Printed name of signatory)
(Title of signatory)
CITY OF PALO ALTO RFP 141542 PAGE 4 OF 4