HomeMy WebLinkAbout0412.094City of Palo Alto
City Manager's Report
TO: HONORABLE CITY COUNCIL
FROM: CITY MANAGER DEPARTMENT: PUBLIC WORKS
AGENDA DATE: SEPTEl'rlBER 7,1994 CMR: 412:94
SUBJECf: COD.ultant Agreement for Computer Assistan« at the Regional
Water Quality Contr;)] Plant
REQIlESI
This report reque.sts that Council approve and authorize the: Mayor to exe<:ute a prof.:-ssional
consultant s.rvices agre<ment with Vanstar Company in the amount of$40,000 to assist the
Regional Water Quality Control Plant (RWQCP) with operation and maintenance of its
compuler network.
RECOMMENDATIONS
StatT recommends that Council authorize the Mayor to execute the attached VansfM
Agreement.
PQUCY IMP! ,ICATIONS
This agreement does not represent any change to existing policies.
EXECUTIVE SUMMARY
Due to the recent requirements issued by the Regiona] Waler Quality Control Board, the
RWQCP has developed a'sories ofprogrnms which utilize computer data bases to track and
monitor plant operations and the industrial and commercial discharges to the RWQCP. The
routine maintenance and moditlcation of the computer system and network by a qualified
consultant is essential to the daily operation of the RWQCP.
Neither the Finance Conuniltce nor the Policy and Services Committee determined that they
would review consultant selection. Requests for Proposals (RFPs) were ,ent to twelve
computer consultingfums with experience in network administrotion, hardware and software
installation and suppurt services. Proposal. were received from the following two fimlS:
Vanstar Company and FRP DaTa Services. Proposals were not received from more finns
due, in part, to the relatively small size of the contract. FRP Data Services was not
interviewed be<:ause their staftlng was inadequate to accompllsh all of the components of the
CMR:4U:94 Page 1 on
RFP. A!, interview was conducted with VansUlr by iliree managers from the RWQCP. The
Vanstar proposal was s<leeted be<:ause tl!e proposal and interview demonstrated a depth of
koowledge and experience with the type ofs)'stem and hardware 1ha! is currently being used
at RWQCP.
The scope of work includes evaluation of existing hardware and software, installation and
configuration of new computers, assisting City staffwith network connectivity between the
RWQCP and City Hall, and recommending appropriate hardware and software upgrades.
FISCAL IMPACT
The contract amount is $40,000 for the first year and mal' be eldended for two additional
years. if oontractor performance is sati,o;facwI)' and the need continues. Funds are available
in the FY 1994·95 Wastewaler Treatment Operating Budge!. .
ENVIRONMENTAL ASSESS~.1EtIT
Execution of the agreement with Vanstar does not constilute a project under the California
Environm{nta! Qualily Act. Therefore, an environmental assessment is not required.
AITACfiMFJilli
Consultant Agreement \'o'ilh Vanstar Comp~l1Y
PREPARED BY, _C})jJ<~ 0J4_~ _________ _
• . Philip Bobel, 'a!I'r-~~EnVIrO?J'I'~n~v"JOn
DEPARTMJoNT HEAD REVIEW: LJJt-.4~ . __
Glenn S. Roberts, Director of Public Works
CITY MANAGERAPPROVAL:~~ Bern"'~:.\ssistant City Manag ...
CMIM12,<l4
A.JLl\..JLlI MEN T
FOR
I'ROFIISSIotlllL DfGIJQID.INCl CONS17LTANT SERVICES
88 hlSEN TJIB CITY 01' PALO AI.TO AND
VAllSTAR CORPORATION
THIS AGREEMEli'l' is made and entered into this ___ day of
• 199~, by and between the CITY OF PALO ALTO, a
moniclpal coxporat.ion of California. hereinafter referred to as
• CITY , • and Vl\NSTAR CORPORATION (Taxpayer Identification
No. S4-2l16431)f a california corporation, with offices at
60 S. Market Street, Su1t.e 400, San Francisco, CA 94105,
hereinafter referred to as ~CONSULTANT~;
h"HERFAS, CITY desires certain professional consultant
sc:rvi-ces hereinafter described; and
h'HSREAS, CITY desire~ to engage CONSUL'rAN'I' to provide
these services by reason of its qualifications and eA~erience for
perfOl::ming such services. and CONSU1.TAm' has offered to provide the
r~qui:red services on the terms and in the manner set forth herein;
NOH, TH8REFORE, in consideration of their mutual
tovenante. the parties hereto agree as follows:
IilK!:iQILL
1.1 &:l:..'Ci
The term ·City-shall mean the City of Palo Alto,
California.
1.2 CITY MANAGER
The t.erm ·City Manager" shall mean the duly appointed
City Manager of the City of Palo Alto, California, or his' or her
designated representative.
1. l on CLllRK
The tel~ ·City Cl~rk" shall mean the duly appOinted City
Clerk of t.he City of Palo Alto, California, or his or her
designated representative.
L 4 RISK MANAGER
The tenm -Risk Manager~ shall mean the duly appoint€d
Ris};; l-f.anager of the City of Palo Alto. California. or his or her
designated representative.
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1.5 PROJECT
The term -Project' shall mean the services and
improvements, if any, described in Exhibit -A-entitled aScope of
project and Time Schedule,· attached hereto and made a part hereof
by this reference.
SBCTION 2 . £EQJEC'!' COORDINATION
2.1 a:n:
The City Manager shall be representatlve of CITY for all
purposes under Chi_ Agreement. W!Ll,lAM !!IRS is designated as the
project· .Manager for the city Manager, and he or she shall supervise
the progress and execution of this Agr:4!'efnE'nt, and Ehall be assisted
by RICHAAI> IlETZEL. the Project Engineer.
2.2 CONSULTA..J.ff
CONSULTANT shall assign a single Project Director to have
overall responsibility fOl-the progress and ex~cution ot this
AgreeIT',ent for CONSUL1'I\NT. BETSY JOHNSON hereby is designated as
the Project Director !~)r CONSlH/fA..J.ft. RIOlJ.\RD r1URPHY shall b~
aSSigned as Proj eet Cool:dinatm: lor COUSUL·Tf.J,T and shall represent
CONSULTANT during th{> dd}·-to·day .... ·ork: on t".hc Project. Should
circu.1tStances or conditions subseouent to the execution of this
Agreement requin:~ Cl subst.i lute -ProjEct: DirBcto:c or project
Coordinator for any reason the project Director or project
Coordinator designee shall be sub)(!ct. to the prior written approval
of the Project l'-1anager.
The scope of t.he Project to be executed by CONSULTANT
under the phases of the Basic Service~ described in Section 4.1 of
this AgreeIl'.ent, and the t irne schedule for the Proj~cL are
described in Exhibit A,
SBCTIOII 4 • WrIES Of CQNStJl.JAlIT
4.l BASIC SBRVICBS
Unless ot.he"t"wise indicatp.o, CONSIJL7At-rr I:!lhall perform each
task and accomplish each objective described in the study plans
summarized and more particularly described in Exhibit A.
CONSULTANT' a Basic Services shall be furnished as desc.ribed 10
Exhibit A.
4.2 GENERAL DVTI_ES OF CON$ULT&~
4:.2.1 CONSUI,TANT represents that it has the
expertise and professional qualifications to furnish the services
described under this A9re~ment~ CONSULT~IT further declares that
oue or more members or employees of its firm and that of its
subconsultants, if any, are licensed by the State of Califol-nia to
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perform their services and that these services wi 11 be performed by
them or under their superJision. CONSULTANT shall furnish to CITY
for ."~pproval, prior to execution of this Agreement. a list of all
fiMmS or corporations to be employed aD 8ubconsultants.
4.2.2 CONSULTANT ~tates that it is aware of the
requirements of the federal Americans with Disabil itiee Act of
1990, and the Gover.nment Code and the Health and Safety Code of the
State ot California, relating to access to public buildings and
accoml!',odations for diRabled per-sons, and relating to faci 1 ities for
disabled persons. COnSULTANT shall comply with ot,lch provisions in
carrying out the terms of tbis Agreement.
4.2.3 CONSULTANT shall furnish CITY with every
reasonable opportunity for CITY to ascertain that the services of
CONSULTANT are being perfonned in accordance with the requirements
and intentions of this Agreement.
5.1 CITY shall provide full info:rn-.ation :regarding its
requir:ements for the Project.
5.2 CITY shall examine documents submit led b)' CONSULTANT
and shall render decisions pertaining thereto prcrr,ptly, to ,'lvoid
unr~3.sonable delay in the progress of CONSULT1l...'lr' s ~·ork.
5.3 The services, informaticrl~ surveys and reports
required by paragraphs 5.1 and 5.3 through 5.4 inclusive shall be
furnished at CITY's expense, and CONSUlJTANT shall be entitled to
rely upon the accuracy thereof.
5.4 If CITY observes or otherwise becomes aware of any
fault or defect in the Project or nonconformance with the contt:act
documents. CITY shall give prompt written notice thereof to
CONSULTIINT.
5.5 CITY shall furni6h information required by CONSUL
TANT as expeditiously as possible.
SECTION 6 . PAYMEtIT
Payment shall be made by CITY only for services rendered
and within thirty (30) days of submission in triplicate of monthly
progress payment requests. Each invoice shall be itemized as to
the type of payment described in this section.
6 • 1 CONSULTANTI S FEES
In consideration for the full parfol"Tnance of the Basic
Services and reimbursable expenses described in Section 4.1 of this
Agreement, CITY agrees to pay CONSULTANT a fee not to exceed
$40,000 for the work.
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The amount of CONSULTANT's compensation shall be
calculated as set forth in Exhibit ·8", entitled "Rate Schedule,·
attached h~reto and made a part hereof by this reference, on a time
and materials basis, up to the maximum amount set forth in this
paragraph 6. 1.
6.1.1 Sybconsu} tants, Fees for s1.lbconsultants,
hired directly by CONSULTANT, shall be approved by CITY in advance
of incurring such fees.
6~1.2 f.2L...5xtG...Ji.ork or Chans~, payment for
extra work or changes in the work. not initiated by CONSULTA..'TI' and
authorized in writing by the Project Manager shall be made within
thirty ()O) days of submission by CONSUI,TANT of a statement in
triplicate of itemized costs covering s.uch work. Prior to
coroznencing such extra work or changes, CONSULTANT and CITY ahall
agree upon an estimated not.-to-exceed cost for such extra work. In
no event shall CONSLTLTAN'!' be paid for design .... 'ork or change order
preparation which is necessary because of CONSULTANT's errors or
ov~rsi9hts.
6 . 1 . 3 .c_~J.£lJl.atjgll~i..~.....Rf>J:§.Qp_t!.~~L E:xot:~.
Direct personnel expense of employees engaged Oil the Project by
OONSULTlUIT shall include only the work of architects. engineers,
designers, job captains, draftspersons, specification writers and
typists. in ~onsultation~ research and design, in producing
dra ..... ings, specifications and other documents pertaining to the
Project. and in sel.-vices during construction at the site. Included
in the cost of direct personnel expense of these emploY-3'es are
salaries ar.d mandatory and customary benefits -such as statutory
amployee benefits. insurance, Rick leave. holidays and vacations,
pensions and similar benefits,
,; . 2 PAYME",r SCHEDU!Jl
6.2.1 iQ~sic Services. Pa~'TI',ents for the
Basic Senrices shF.l.ll be made in progress payments in proportion to
services perfo~ad in accordance with Exhibit ·B.
:F'inal payment shall be made by CITY after CONSULTANT has
submitted all required products and reports and received approval
thereon.frorn CITY.
6.2.2 ~uctions. No deductjons shall be made
from CONSULTANT's compensation Oil account of penalty, liquidated
damages, or other sums ~ithheld from payments to contractors.
6.2..3 Payment Upoo SU9pension Qr AballdQ~11L.Q!
Project. If the project is, suspended for more t.han three (3)
months or abandoned in whole or in part j CONSULTA.~ shall be paid
its compensation for services performed prior to receipt of written
notice from CITY of such suspension or abandorunent. together with
additional and rejrnbursable expenses then d~e. If the Project is
reswned ,after being suspended for more than sixty (60) days, any
change in CONSULTANT'S compensation sllall be subject to renegotia-
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t10n and, if necessary, approval by the Palo Alto City Council (the
"Cit.y Council-). If this Agreement is suspended or terminated for
fault of CO~SULTANT. CITY shall be obligated to compensate
CONSULT1lN'l' only for that portion of (.'ONSULTANT's services .... hich ar~
of benefit to CIT'.(, as such determination may be nlade by the City
Manager in tne reasonable exercise of his or her discretion.
~lQN 7 . pROGRESS AND COMPLRIION
? . 1 'l'BRM 0 P AGRBEMENT
The initial tenn of this Agreement is twelve (12) months.
However" ~lTY reserves the right to cancel or modify the Agreement
according to any changes or deletions in regulatory agency
requirements for CONSULTANT'S services. CITY may renew this
Agreement with CONSULTANT on an ar.iUual basis for up to tll.·O (2)
a~dit1onal years following the first year of the Agreement, The
renewal of the Agreement is subj ect to whether CONSULTANT's
pertormance under the Agreement is satisfactory to CITY and whether
the Palo Alto City Council appropriat.es funds for the Agreement for
each ot the subsequent two (2) years of the term. Prior to the
renewal of thi~ Agreement, CITY and CONSUL.TANT shall negotiate a
mutuall)' acceptable escalation factor for fees to be paid to
CONSULTANT fo~: its services under the rene""ed Agreement. If no
agreement can be reached 0.1 an acceptable escalation factor, lhe
Agr~ement shall not be renewed.
CONSUL'i'ANT agrees to perfonn the phased services within
the time limits set forth in Exhibit A provided, however, that any
change in the scope of sel4 vices or other changes due to CITY's
opel'ating requirements, or in connection with other contractors' or
consultants' operations. may require a revised time table.
tasks to
Exhibit A.
CITY agrees to exercise due diligence in perfonning its
implement CONSULTANT'S titrle table provided under
Between each phase of work there shall exist a review and
approval period by CITY, CITY shall exercise due diligence to
complete these tasks; however~ it is recognized that the
interrelated exchange of information among CrfY' s various
departments makes it impossible to set a specific time sch~dule,
Normally, CITY's estimar;.ed period of review and approval will be
furnished to CONSULTANT at the time of submission of each ph~se of
the work._
7.4 EXTENSION OF TIME OF COMPL.1lTION
In the event the services called for under this Agreement
are not completed hy CONSULTANT within the time specified r CITY
shall have the option t.o extend the time of completion, This
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paragraph does not preclude the recovery of damages for delay of
eitner party.
SEC'l'IOIi 8 • CHANGES IN WORK
CITY may order 'major changes in scope or character of
work. either decreasing or increasing the amount of CONSULTANT's
services. In the event that such changes are ordered, CONSULTANT
shall be entitled to full corr~en8atioo for all work perfo~ed prior
to receipt of notice of change. Increased compensation for major
changes shall be deter;mined in accordance with Section 6 of, the
A9reemeot~ but in no event shall CITY be liable for payment unless
the amount of such extra c~~neation shall first have been agreed
to in ~iting by CITY.
In the event that major changes are ordered pursuant to
this 6.ect ion, the schedule for pl'ogress and completion under
Section 1 of thie Agreement., and compensation under Section 6 of
this Agree!l.ent~ shall be adjust.ed by negotiation between CONSULTANT
and CITY, subj eel to approval if necessary by tlle City Council.
gcrlOll 9 . Ili&~JJIl\Il.QILQL~~£F.QtlJ1.ION _QLI\QRESME51'
9.1 £AliC~k!d"..I.IQlUlJ __ CQNSR."1:MIT
CONSUL'I'Ah"T rroay terminate tili s Agreement or suspend work
on the Project by providiug thirty nO) days' written notice
thereof to CI'l'Y, but only in the event of substantial failure of
perfonll3l:nce by CIT¥' or in the event CITY abandons or indefinitely
postpones the Project.
Without li~itat1on to fJuch rights or remedies as CITY
aha11 otherwise have by lav, CITY may tenminate this Agre~~ent or
sus~nd work on the Project with or without cause, by providing
fifteen OS, days' written notice thereof to CONSULTANT, or
inurae<1iately after submission to CITY by C(lNSULTANT of any completed
item of service specified in Section ~ of this Agreement.
CONSULTANT agrees to cease all. work under this Agreement upon
receipt of said written notice.
9 . 3 CQMpSNSATION OF CONsm,:rp.NT IN THE EVEN'l' OF
D.RMllfATXQN OF THrs AGREEMENT
In the event of tenmination of this Agreement or
suspension of work on the Project by either CITY or CONSULTANT as
provided herein, CONSULTANT shall receive compensation as follows:
9,3.1 Por approved itetT'.£" of service under
Section 4 of this Agreement, compensation shall be in the amount
outl ined under Section 6 of this Agreement tor the items of setvice
fully performed by CONSULTANT.
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9.3.2 For items of servi,ce on 'Which a Notice to
Proceed has bean issued by CITY, but which have not been fully
comple~ed and approved, CONSULTANT shall be coatp<>nsated fOl' the
service in an amount vhich bears the same ratio to the total tee
otherwise payable for the performance of the service as the service
actually rendered bears: to the total service necessary for the full
performance of the item of service.
9.3.3 In no event shall the total compensation
paid in the immediately preceding paragraphs exceed the payment
specified in Section 6: for the respective items of service to be
furnished by CONSULTANT.
9.3.4 Not'Withstanding anything in the preceding
paragraphs, upon termination for fault of l"CNS\JLTAN''1', CITY shall be
obligated to pay for only that portion of the service which Cdn be
incorporated in the Project.
9.4 I!lITHS OF CITLNJlLCQlli!.\!LTMIT
upon termination of this Agreement or, 5usparlsiofl of ..... ork
on the Project b)' either CITY or ('ONSUf .. TAJIT as p:rovided hex-cln# all
duties of CITY and CONStJLTANT~ as set tor-ttl in Sect ion~> ., and 5
hereinabove, shall terminate.
Records of the following expenses pertaining to the
Project shall be kept: by CO~SULTAlIT in accordance with generally
recognized accounting principles and shall be I1Vtde ava Hable to
CITY at mutually convenient U.f!leS during, tlle term of tla:is ~.grcerr.el1t
and for three (3) years following th~ termination of this
Agreement:
{a) Direct. personnel expenBes~ including consultant
expenses. (See Section 6 of this Agreement.)
(b) Expenses pertaining to Additicnal Services. (See
section 6 of this Agreement.~
SECTION 11 -OWNERSHIP OF ~
11.1 OWNERSHIP OF ORIGINAL OQCUMRNTS
, Subject to the provisions of Paragraph 11.2 below, the
original drawings, maps, plans. designB~ records of survey, work
data, specifications,'. and any other documents ptepared by
CONSULTAN'r in the perforfr.ance of this Agreement, although inStl:u
ments of professional service, are and shall be the property of
CITY whether the project for which they are made is executed or
not.
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11,2 TRANSFBR TO CITY
Upon te~ination under Section 9 of this Agreement and
upon CITY's payment of the amount required to be paid under same
sec,tion l the originals and all drawings, calculations,
specifications and any similar docwnents shall become the property
of CITY, and CONSULTANT shall transfer th~m to CITY, upon request,
without additior..a.l compensation. CITY shall have the right to
utilize any completed or uncompleted drawings, estimates,
specifications, and a.ny other documents prepared hereunder by
CqNSULTANT,
SliCTION 12 -INTEREST OF CQ!lSULT1I1IT.;.. CONSUVI*"l'
INPEPtruDSNT OF eIn:
In accepting this Agreement, CONSUl,TANT covenants that it
presently has no interest, and shall not acquire any interest.
direct or indirect. financial or otherwise, which would conflict in
any manner 02," degree with tlle pe::formancc of the services h-=-re·
under. CONSULTANT further covenants that, in the performance of
this Jl~greernent, no subcontractor or person having such an interest
shall be employed. CONSULTANT certifies that no one who has or
will have any financial interest under this Agreement is an officer
or employee of CITY.
It ls expressly agreed that in the perfamance ot the
professional services required undeL-this Agreement CONSULTANT .. and
any of its 5ubconsultants or employeesl shall at all times be
considered independent contractors and not agents or employees of
CITY,
1'>.~0l1 13 -Ol;TI1..QlLU?lISULT.@:):§
CONSULTANT shall be responsible for employing all outside
consultants (subconsult.ants) necessary to aid CONSULTANT in the
perforn:ance of the services listed in SEction 4 of this Agreement;
provided 1 however 1 that all such subconsultants shall receive prior
approval of CITY in writing and shall re~ain acceptable to ~ITY
during the term of this Agreement~
SECTION 14 ~ INDEMNITY
CONSULTANT agrees to protect. indemnify. defend and hold
harmless CITY, its Council members, officers, agents and employees
from any and all demands, claims, or liability of any nature,
including death or injury to any person, property damage or any
other 108S 1 caused by or arising out of CONSULTANT1s, its
officers'. agents', subcontractors' or employees~ negligent acts,
er.rors, or omissions, or willful misconduct, or conduct for which
the la'l.' may impose strict liability on CONSULTANT in the
peX'ionnance of or failure to perfon'll. its obligations under this
Agreement.
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§.ECTION 15 . INSURANCE
15.1 INSURANCE CoyRRAG.,S
CONSTJLTANT, at its sole cost and expense, shall obtain
and maintain, in full force and effect throughout the en:ire term
of this Agreement, the insurance coverage described in Exhibit "e"
to, this Agreement, attached hereto and made a part hereof by this
reference, insuring not only CONSULTANT and its Subcontractors, if
any, but also, with the exception of workers' compensation,
employer's liability and professional liability insurance, n~~in9
as addit-ional insureds CITY. its Council members. officers, agents
and employees, and each of them. concerning this Agreement and the
Project.
All insurance coverage required hereunder shall be
provided through carriers with a Best rating ·of A:X or higher that
are admitted to do business in the State of California. Any and
all subcontractors of CONSULTANT under this Agreement shall obtain
and maintain, in full force and effect t.hroughout the term of this
Agreement, identical insurance cov~rager with CITY named as
additional insured under such policies as required above,
Certificates of such insurance, preferably on the forms
provided by CITY, shall be filed with CITY concurrently with the
execution of this Agreement. The certificates shall be subject to
the approval of the Risk Manager and shall contain an endorsement
stating that the insurance is primary coverage and will not be
cancelled or altered by the insurer except aft€r filing with the
City Clerk thirty (30J days' prior written notice of sllch
cancellation or alteration, and that the City of Palo Alto is na.'Tled
as an addit.ional insured except in policies of workers'
compensation, employer' e liabil ity, and professional liability
lnsurance. Current certificates of such inSurance shall be kept on
file at all times during the tenn of this Agreement with the City
Clerk.
15.3 NO LItUT OF LIABIttITX
The procuring of such required policy or policies of
insurance shall not he construed to limit CONSULTANT's liability
hereunder nor to fulfill the indemnification provision and
requirements of this Agreement under Section 1.4 hereof,
Notwit~standing said policy or policies of insurance r co~rRACTOR
shall be obligated for the full and total amount of any damage,
injury, or loss caused by the services performed under this
Agreement. including after the ,Agreement has terminated or expired.
SECTION 16 . WORKERS' CO~WENSATIQN
CONSULTANT r by executing this Agreement, certifies that
it is aware of the provisions of the Labor Code of the State of
California which require every employer to be insured against
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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 before commencing thE'.
performance of the work under this Asreement.
SR<;I'IQN 11 ~ CORRECTION OF ANY ERRORS. OMISSIONS . .HID
AMBIGUITIES It; CONTRAC-r~~NT~
Any errors, omissioTls, or ambiguities in the contract
doquments which are discovered before the Project is invited for
bid shall De corr~cted by CONSULTANT without cost to CITY.
CONSULTANT services required to make changes in construction
resulting from ~rrors, omissions, or ambiguities in the contract
6o~ents which are discovered after the contract is awarded shall
be perfonned by' CONSULTAN'I" without c:ost to CITY only insofar as
they result in unnecessary or non· beneficial changes in
construction. CONSU"LTA.."'lT services required to make changes in
construction resulting from errors, omissions, or ambiguities in
th~ contract documents which are discovered after the contract is
awarded shall be performed by CONSULTANT and shall be paid tor by
CITY onl~' illsofar as they add benefit to the construction work.
CONSULTMI' agrees to permit CIT'! to audit, at any
reasonable time dla:ing the term of this Agreement and for three (3}
years thereafter, CONSULTANT's records Fertaining to matters
covered by this Agreement. CONSULTANT further ag.x:'ees to maintain
such records for at least three (3) years after the termination of
this Agree.ment.
Th(l" terms, covenants, and condit.ions of this AQre&llent
shall a}:'ply to, and shall bind, the heirs, succcssors~ executors,
administrators, assiSDs, and subcontractors, as the case may be, ,of
both parti.s.
SECTION 20 -NQNaSSIGNABILITY
20.1 .~Il&SQNAL SERVICBS OF CONSIfLTA.NT
Both parties hereto rec.ognize t.hat this Agreement is for
the personal services of CONSULTANT and cannot. be tt'ansferred,
assigned or subcontracted by CONSULTANT without the prior written
consent ot CITY.
20.2 SERVICES OF SUBCONSULTANT AND THEIR E}IPLOYEES
CONSULTANT shall be responsible for employing or engaging
all persons necessary to perform the services of CONSULTANT
hereunder. No subconsultant of CONStTlJTANT will be recognized by
CITY as such; rathet'l all subconsultants are deemed to be employees
of CONSULTANT, and it agrees to be responsible for their
performance. CONSULTANT shall give its personal attention to the
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fulfillmento! the provloions of this Agreement by all of its
employees acd eu.b~ consultants, if any I and _shall keep t.he 'Work
under its control. If any employee or subconsultant of CONSULTANT
fails or refuses to carry out' the provisions of this Agreement or
appears to be inc~tent O~ to act in a diso~derly or irnprope~
manner, he Or she shall be discharged immediately from the work
under this Agreement en demand of CITY.
SRCTION 21 -RELIANCE UpoN PRQPESSIONN, SRI~~ OF
CONSULTANT
It is u,utually un~erstood and agreed by and between the
parties hereto that CONSULTANT is skilled in the professional
calling necessary to perform the 'Work. agreed to be dene hereunder:
b.nd that CIT'( relies: t..lpon the sk.ill of CONSULTA.VI' to do and perform
the worK in the (T',Qst skillful rnanner, and CONSULTANT agrees to thus
perform tne 'Work. The acceptance of O)NSULTANr's work by CITY does
not operate as a release ot CONSULTANT frern the obligation.
SECTION 22 -I&A~
The waiver by either party ot: any breach or vi.olation of
any teJ:-m. covenant, or condit.ion of this Agreement. or of any
provisions of any ordinanc::e OJ:" 1 a.", shall not.. be deemed to be .a
..... aiver of any such tenn. covenant. conditioll r ordinance, or law or
of any subsequent breach or violation of the same or of any other
tern, covenant. condition. ordinance or law. The subsequent
acceptance by either parq· ot finy tee or other money which may
become due her.eunde-r shall not:. be deem€:d to be a waiver of any
pr:eceding breach or violation b}' the other party of any term.
covenant~ or condition of this Agreement or of any applicable law
or ordinance.
SBCTION 23 -NO I~~LIED WAIYAB
NO payment I partial payment I accept.ance. or part ial
acceptaQce by CITY s~~ll operate as a waive~ on the part of CITY of
any of its rights under this Agreement.
SECTION 24 -C9srs N!D lI'M'ORN~CJiEll
The prevailing party in any action brought to enforce the
terms of this Agreement or arising out of this Agreement .may
recover its reasonable costs and attorneys' fees exptS!nded in
connection with such an action from the other party.
~J.QN... 2S • NONDISCRIMINATION; PENALTY
25 • 1 DlJ'I'X 0 F CONS UI/rANT
No discrimination shall be made in the cmploj-went of
persons under this Agreement because of the age, ri'lce I color I
national origin, ancestry. religion, disability I sexual prefet:ence
or sex of such person. I~ the value of this Agreement is, or may
be, Five Thollsand Dollars ($5,000) or more, CONSULTANT agrees to
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•
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meet all requirements of the Palo Alto MUnicipal Code pertaining to
nondiscrimination in employment. including completing the
·Compliance Report:· -Nondiscrimination Provisions of City of Palo
Alto Cont.racts· on the form furnished by CITY, attached hereto as
Exhibit ·D~ and made a part hereof by this reference.
CONSULTANT agrees that each agreement for eervices from
independent providers shalJ. contain a provision substantially as
follows: .
• Provider shall provide CONStJLTANT with a
certificate stating that he (or she) is
currently in compl iance with all Federal and
State of California laws covering
nondiscri..-nination in employment; that he (or
she) will pursue an affinnZitive course of
action as required by the Affirmatfve Action
Guidelines ot the Cit.y of Palo Alto; and tha,t
he (or she) wiU not discriminate iu the
employrnent of any person under Ulis contrc;ct
because of the age, race, color, national
origin, ancE;!stry, religion, disability, se)0..)al
preference or sex of such person.~
If CONSULTMIT is found in vio1ation of the
nondiscrimination provisions of the State of California Fair
F:mployment Practices Act or similar provisions of federal law or
executive order in the performance of this Agrcemer.t. it shall
thereby be found in material breach of this Agreement. Thereupon,
CITY shall have the power to cancel or suspend this Agreement, in
whole or in part. or to deduct frorn the amount payable to
CONSULTANT the sum of Twenty~Five Dollars ($25) for each person ior
each 'calendar day during 'Which such pezoson "-,,'as discriminated
against, as damages for eald breach of contract, or both. Only a
finding of the State of California Fair Employment Practices
Commission or the equivalent federal agency Ot· officer shall
constitute evidence of a violation of contract under this section.
If CONSULTANT is found in violat ion of the
nondiscrimination provisions of this Agreement Or t.he applicable
affirmative action guidelines pertaining to this Agreereent,
CONSULTANT shall be found in material breach of. this A9r~em3nt.
Thereupon, CITY shall have the power to cancel or suspend this
Agreement, in whole or in part, or to deduct from the amount
payable to CONSULTANT the sum of Two Hundred Fifty Dollars ($250)
for each calendar da}' during which CONSUL']'ANT is found t.o have been
in such noncompliance as damages for breach of contract, or both.
SKCTIQN 26 -ARBIT.gJ\TIQN
upon agreement of
arising out of or relating
arbitration in accordance
94031 S ~ 00706U
the parties any controversy or claim
to this Agreement m...:o.y be settled by
with the Rules of the American
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•
Arbitration A,p,sociation, and judgment. upon the award rendered by
the Arbitratore pay be ent'=!red in any court having jurisdiction
thereof.
SECTION 27 • NOTICES
All notices hereunder shall be given in writing and
mailed, postage pre~id, by certified mail~ addressed as follows:
To CITY: Office of the City Clerk
Post Office Box 10250
Palo Alto, CA 94303
To CONSULTANT: Attention of the Project Director
at the address of CONSULTANT recited above
All provisions of this Agreement are expressly u-.ade
conditions.
,sJ;~J:lQ!L~ -AGREE1.m~ CQ.~~INS ALl> lJN1)BR$TANDINllS..;.
AMENDMENT
This doclL'nent represents the entire and integrated
agreement. between CITI' and CONSULTAJ.'IT and supersedes all priOl"
negotiations, representat.ions r and agreements, either .... ·ritten or
oral.
This document may be amended only by written instr~~ent.
signed by both CITY and CONSULTANT.
SECTION 3 Q • GOYERNUlG LAW
This Agreement shall be governed by the laws of the State
of California. .
IN WJ:'rNESS WHEREOF, the parties hereto have executed this
Agreement the day and year first above written.
ATTEST:
City Clerk
APPROVED AS TO FORM:
Senior Asst. City Attorney
APPROVED:
City Manager
9-40aISl)'Q 007060
CITY OF PALO ALro
MayOI'
VANSTAR CORPORATION
By: -A</1ff:dh~i~.< .
Its: 8VUf(t M;,d1tNjf1
DIrector of Finance
Director of Publi(', WorKS
RiSk. Manager
At tachments :
EXHIBIT "A-:
RXHIBIT liB":
EXHIBIT Ii'C":
EXHIBIT "0-:
SCOPE OF PROJECT" TIME SCHEDULE
RATE SCHEDULB & PAYMBNT SCHBDULE
INSURANCE:
NONDISCRIMINATION COMPLrANCB FORM
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