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City of Palo Alto
City Manager's Report
HONORABLE CITY COUNCIL
CITY MANAGER DEPARTMENT: UTILITIES
AUGUST " 1995 CMR:373:9S
Approval of CD. nit;,., •• rvic. «oo.tract ror
Contlllnlllg Quality Control Procedure Developmeat and
Implementatio. ror the Geographic I.formation System
This. report requests that Cooneil approve and authorize the Mayor 10 execute the
a«ached contract ",itll Dr. Kelly Jean Fergusson h continuing Quality Control
Procedure Development and Implementation associated with the Geographic Infunnation
System (GIS) basemap delivery. This is OIle of Ih. .... separate contracts ""IUested foe
the continuh\ll \mplementatioo of theGlS.
RECOMMElIo'PATIONS
Statf recommends L'ult CooneiJ approve and suth0ri7.e the Mayor 10 execute the attached
GIS Quaflly Control Procedure Development and Imp\emeutafion contract with Dr.
KeOy Jean Fergusson in the amount of S57,OOO.
POLICY IMPLICATIONS
This """tract does DOl. represent any change 10 existing poIkies.
EXECUTIVE SUMMARY
On an annual basis, the Geographic Information System (GIS) requires three contracts.
1bey au: (I) Grapbic Data Systems C<lrporation (hardware and software maintenance
and support), (2) Ge<>desy (application developmeot) and this contract request, (3) Dr.
KeUy Jean Fergusson (foe quality wntrol during preparation of basemaps). The third
contract will not continue be}'O!ld this fiscal year.
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Quality cootroI procedures developed by Dr. Fergusson under Ibis prorosed contract
will ensure that the digital product delivered by Westinghouse Landmarlc is in keeping
with the dcto.ikd spe<:ificatioos set forth by the City. Uu:<:ks will be performed on all
aspects oC the basemap and related Utility and Publk Works facility information.
Dr. KeDy Jean Fergusson has been employed by the City lOt: the past for yean as I
contract agency Iemporary, a temporary City employee, ond contractor (short-foon
cOOtract). Sbe has wcded exclusively on the City's GDS\GlS related projects. Pricr
\0 the expiration of the short-form cootr&ct, Dr. Fergusson had been working on the
cominuing design and definition of quality control procedures for the checking of digital
mapping delivCfSbles Jrom the City's GIS mapping contractor, Westinghouse Landmark
CdS.
It is because of Dr. Fergusson's unique involvement and understanding of the City',
GIS, as I temporary staff person since 1991, that !his is • sole source contract. Dr.
Fergusson developed the initial quality control procedures currently being used by staff;
and her ~""IinGing services are being requested 10 oversee the implementation of the
quality control procedures, modity the procedures as necessary and 10 act as the City's
1ec1mical expert liaison with Westinghouse Landmark. The leon of this wntract is
.jinite and limited 10 the attached scope of wed. The qualily control process will be
completed Ibis fi..""" year after delivery of the final area of the basemap. From that
point b:ward, City staB; uu1i2ing the I!'aln.ing of procedures deve10ped by Dr.
Fergusson. will assume responsibility for fu'lure quality cootrol activities.
FISCAL IMPACf
The contract will be in the amount of $57,000 and the funds are included in the FY
1995-96 CIP.
ENVIRONMENTAL ASSFSSMENT
There is DO Env'JODInen!aI Assessment required for this contract.
A IT ACHMElI.'TS
~bitA
PREPARED BY, Glenn E. Loo, Supervisor Computer Services,
UttThies Administrative Services
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REVIEWED BY: Rm>dy Baldschun. Assistant Director 0( l1tJ1ities
Administrative Services
DEPARTMENT HEAD APPROVAL:
CITY MANAGER APPROVAL: ~~~(~ iE FIi.M!NG'
Cily Manager
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COK'l'U.C:' .0.
HnID:!I nIB CI'I'Y 0' PALO ALTO ANI)
Da.. J.JrLLY JUJr rnGtTSSOlll' P •••
FOa. CORsm.TllIO SUVlCES
Thi.s Coc.t:ract No. is entered into
by and bet'Ween the CITY OF PALO "..LTO" a cha.rter:::ed=-:c"i'"'t"y:-c::.-="."'j;-a
munic1pal corporat:!.oc. of the Sta.te of California {'CITY-}, and
DR. XBLLT -JUN FBROOSSOli" a sole proprietor, located at 224
Fernando Avenue ... Palo Alto" CA 9.clOS: (I C'ONSt.'LTANT I} •
'BCITaLS:
WHERXAS, CITY desires certain professional consulting
services CServic:es·~ and the preparation and delivery of r without
limitation ... one .or lOClre Bets of documents .. dra'Wings ... maps, plane ...
deaigns" data" calculations, surveys, specifications, schedules or
other WTi't-ings (·De1iverables'"> (Services and Delb.--erab1-es are"
collectively. tbe "Project'"J,. as more fully described in bhibit .A";
and
~, CITY deeires to enga.ge t.'ONO'ULTANT, including its
emplO"..{ees, if any, tn providing the Services by reason of its
qualifications and experience in performing the Services,"" and
CONSULTANT 'has offered to coq>lete the Project on the terms aDd in
the manner set forth herein;
NOW'" ~FORE .. in conslderatiOrl of the covena.o.ts.# terms ..
conditions, aOO .. provisions of this Contract .. the part.tes agree:
SRcrION 1
1.1 This Coctract will cOIl"Ir.ence on tbe dat.e of its
execution by CITY, and will terminate upon the completion of the
Project. unless this Contract i6 earlier terminated by CITY. ~
the receipt of CITY's notice to proceed I CONSt .... LTANT will coamence
work on the inltial and subsequent Project tasks in accordance witb
t.he time schedule set faIth in Exhibit -A-. Time is of the essen<'e
of this ContTact. In the event that the Project is nc~ completed
within the t.ime required through any fault of CONSULTANT. CI'I"i'S
city ~ger vill have the ~iOD of extendi~ the time schedule
for any period of time. This provision vill not preclUde the
recovery of damages fo·r delay caused by CONSULTANT.
2.1 The &COPe of Services and Deliverables constitucing
the ~roject will be performed~ delivered or executed by CONSULTANT
under tbe phases ot the Sasic Services as described below.
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2~2 CITY r~y order substantial chang~s in the scope or
cN.neter of t.he Ebsie Services, the Deliverable-s .. or t.he Project.
either decreasing or increasing th~ amount of 'Work required of
CONSULTANT. In t.he event that sucb cr~ges are ordered, aubject to
the approval of CITY'S City Council, as may be required .. CONSl1LTANT
vi11 be entitled to full ~sation fer all work ~rfor,ned prior
to CONSUL~'s receipt of the n~ice of change and further will be
entitled to an extension of the time echedule~ Acy increase in
compensation for substantial changes ~ll be determined in
accordance with the provisions of this Contract. CI'IY vill not be.
liable tor 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 comnences
the PErformance of any such change in 'Work.
2.3 Where the Project entails the drafting and
submission of Deliverables, for example, <;oostruction plans.
draYingB~ and specifications, any and a~l ~rrors, omissions, or
ambigUities in the Dellverables. ",bleh are discovered by CITY
before invitatlOLS to bid on a cOD~truc~ion project ifor which the
Deliverables are required) are distriv..lted by CITY'.. will be
COTrected by OONSOL~~~ at no cost to CITY, provi~ed CITY gives
notice to CONSULTANT.
2.4 Aoy and all errors .. omissions. or ambiguities in the
Deliverab~esi which are discovered by CI~ after the CODstruction
contract is awardeel by CITY~ will be performed by CONSULTANT .. as
follows: (a) at DO cost to CITY insofar as tr£OSe Senrices ..
including the Basic Services or t.he Additional 5ervice9.. as
described below. Qr ~h, viii ~e5u~t in mdnor or notibeneficial
changes in the CODstru<:t!on work required of the constru~t.ion
con,tractor; or (b) at. CITY's cost insofar as those Services,
Including tbe Basic services or the Additional Services..-or both ..
~ll aOd a direct and sUbstantial benefit to ~he construction work
requIred of the construction contractor a The project manager in
the reasonable exercise of his or her discretion will determine
whether the Basic Services or the Additional Services, or both,
v111 contribute minor or substantial benefit to the cODstruction
work.
SECTiON ! Q(!ALIFICilTIQNS sn,,]s AN!) ['.trEliS 01i'
roliSlIl.TAIfl'
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. in~luding any consultant (including contractors).
charged with the performance of the Services are duly licensed or
certified by tbe State of California, to the extent such licensing
or certification is required by law to perfo~ the Services. and
that the Project will be executed by them or under their
supervision. CONSULTANT vill furnish t.o CITY for approval. prior
t.o execution o·f this Coo.tract l a list of all individ.uals an.l tbe
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natne8 of t:heir employers or principals to be employed as
consultants.
3.2 In relian~e on the representati~s and warranties
set forth in this Contract~ CITY hires CONSULTkVT to execute~ and
OONSULTANT covenants and agrees that it will execute or ~ause to be
executed" t.he P1:oject~
3.3 CONSULTANT will assign herself as the project
director to ha~ supervisory res~~ibility fox the ~rformance"
progress. and execution ~f the Project. Or. ~elly Jean FergussOQ
will be assigned as the project coordinator woo vill repres~nt
CONStlLTANT during the day-to-day york on the Project. If
circumstances or conditlons subsequen·t to the eY-ecution of this
Ooatract cause the substitution of the project director or proj~ct
~nato~ for any reaeon r the appointment of a substitute project
director or substitute project: coord.in3.tor will be s'.lbject to tbe
prior written approval of the project manager~
3.C CONTRACTOR represents and ~rrants that it will:
3.4.1 Procure all permits a..nd. licenses~ pay all
charges and fees" and give all ~ices wbich may be necessary and
incident to ~be due and 1awful proeecutlon of the Project;
3.~.2 Xeep itoel! fully info<1!led of all existing and
future Federal~ Scate of California~ and local laws. ordinances,
regulatlO11S~ orders. and decrees which may affect. those engaged or
eaployed \l.O:der t.hla Cont.ract. and any materials used in CONSULTAIfl' , s
perl'ormance of the Ser'tlices;
) .. I. 3 At all t~a Gbserve and cCCl1?ly 'With ... and cause
its employees and consultan·t9~ if any", who are asaigned t.o the
perfol.'ItlanCe of this Contract to observe and comply with ... the laws ..
ordi.:nanc.es .. regulations .. .orders and decrees mentioned above; and
3.4: . .( Will report i.rrmediately to the project manager.
In writing. any discrepancy or incoasistency it discovers in tbe
laws .. ordinances .. regulatiocs~ orders. and decrees ~ntioned above
in rel~tion to the Deliverables.
3. S Any [)eliverables 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 t.o any
individual or organization by CONSULT~~ O~ its OODSultants.. if
any~ withoUt the prior VTitten approval of the city manager.
3.6 CONTRACTOR viII provide CITY with three (3) copies
of any documents which are ~ part of the Deliverables upon their
comp!etioo and acce~ance by CITY.
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3.7 If CITY requests additional copies of any document.
which are a part of -the Deliverables, CONSULTANT viII provide such
additional copies and Cln "HI compensate CONTR."C'l'OR tor its
dUplicating eosts.
3.! CONSULTANT will be responsible for employing or
engaging all persons necessary to execute t.he Proj ect 4 All
consultants of CONS~~T.ANT will be deemed to be directly controlled
and, supe:;:vised by CONSULTANI', 'Which will be responsible for their
perf0rrrance. If any emplOYlI!e or consultant of CONStJLTANT fails or
refuses to carry out the proviSions of this Contract or appears to
be incompetent: or to act in a disorderly or it't4lroper manner, t.he
emplO)'ee or consultant will be discbarged immediately fram further
performance under this Contract on d~and of the ~roject manager.
1.9 .In the executiC>C. of the Project. OJNSULTANT and its
oonsultants~ if any, will at all times be considered independent
contractors and not ag'en·t& or employees of CITY.
3.1.0 CONStJLTANT will perform or obtain or ~ause to be
performed or obtained any and all of the following .Add.itional
Services, not included under the Basic Service~~ if so autnorized,
in writing. by CITY:
3.10.1 Providing services as an expert. witness in
or meeting, arbitration
record;
connection with any public bearing
proceeding, or proceeding .of a court. of
3.10.2
CONSULTANT and i t.s
Basic Services;
3.10.3
may be agreed upon
this Contract; and
Incurring travel and subsistence expenses for
staff beyond those normally required under the
Performing any otber Additional Ser~ices that
hy the parties subsequent to the execution of
3.1.0~4 other Additional Ser.rices nov or hereafter
described in an eXhibit to this Contract.
3.11 C'""'.....NS-ULTAN'T will be responsible for employing all
CODs"';lltants deemed necessary to assist CONSULTANl' in the
performance of the Services. The appointment of consultants mu.s't
be approved~ in advance, by CITY., in writing .. and lR1Jat remain
acceptable to CITY during the term of this Cont~act.
SeCtIoN .. ppTI E.S OF CITY
4.1 CITY will furnish or cause to be furnished the
sezvices listed in Exhibit "A" and such information regarding its
requirements applicable t.o the Project as may be reasonably
requested by CONSL'LTANT.
4.2 CITY will review and approve, as necessary. in a
timely manner the Deliverables and each phase of work performed by
CONSULTANT. CITY's estimated time of review and approval viII be
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furnished ~o OONSUL~~ at the time of eubmission of each phase of
wo'rk. CONSULTA.N'l' acknowledges and understands that the
interrelated excha..c.ge of information among CITY's various
departments maltea it extremely difficult for CITY to firmly
establish the t!me of each revieW' and apprO'Val task. CITYls
~ailure to review and approve within the estimated time schedule
viII not constitute a default under this Contract.
4.3 The city manager vill represent CITY for all
purposes under this Cootract. GLENN LOO is designated as the
project manager for the city manager. The project manager will
supervise the performance$ progress. and execution of the Projec~ •
. a~ will be aBsi!lt.ed by KIA , the lilA
".4 If CITY obaerves or otherwise becomes aware o·f aIJ.y
default in the performance o·f CONSu""LTANT. e!Ti' will 'Use reasonable
efforts to give written notice thereof to CONSULT~~ in a timely
manner.
SSCTION 5 CC»!PENS i',TION
5.1 CITY will compensate CONSULTANT for the follOWing
services and work:
5.1.1 In coosideration of the full performance of tte
Basic Se:rvices... including any authorized reimbursable expenses.
CITY will pay CONSULTANT a fee not. to exceed Fifty-Seven Thousand
dollars ($51.000}. The amount of compensation will be calculated
in accordance with the hourly rate schedule set forth in Exhibit
-B'" OD a time and materials basis. up to the max~ amount set
forth io this Section. The fees o·f the consultants" .... !lo have
direct coot.ractual relationships with CONSUL"rl\NT. will be approved.
in advance" by CITY.. CITY reserves the right to refuse payment of
such fees. if Buch prior approval is ~ ObCained by CONSULTANT.
5.1.2 In considerat.ion of the full performance of
Additional Services:.. the amount of compensation SlS!t forth in
Exhibit 'B' will not exc~ed _ Nib dollars 1$ NI>. ). An
enployee's HIDe will be COIlp.lted at a multiple of ~ C: . .Il..:.) times
the ~loyee·s direct personnel expense described below.. The rate
schedules may be updated by CONSULT»"T only once each calendar
year, and the rate schedules will not beccrne effective for purposes
of this Contract I ~ese and until CONSULTANT gives CITY thirty
(3,(1) days" prior written notice of the effective date of any
revised rate schedule~
5.1.1 The full payment of charges for extra work or
changes. or boCh l in the execution of the Project will be made.
provided such request for payment. is initiated by CONSULTANT i'.nd
authorized. in writing. by the project manager. payment will be
made vi~hin thir~y '130) days of submission by CONSULTAN'l' of a
statement, in tripl!cate l o'f itemized costs covering such work or
changes~ or ~h~ Prior to ~nciog such extra work or changes,
or both 4 the parties viII agree upon an estimated max~ cost for
such extra work or changes. CONSULTANT rill not be paid for extra
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work or changes, including I without lindtation, any design work or
change o~6er preparatioo... which is made cecessary on account of
CONSULTANT's errors_ omissions. or oversights.
5.1.4 Direct personnel expense of employees assigned
to the execution of the Project by CONSULTAN'i' will include only the
work of architects.,. engineers.. designers. job captains ..
draftspersans. specification ~iters and typists. in conBultation~
research and design, work in producing drawings z specifications and
other documents pertaining ~o the Project. and in services rendered
during construction at the site. to the extent such services are
expressly contemp~ated unde; this Contract. Included in the cost
of direct personnel expP-nse of these employees are salaries and
maOldatory and customary benefits su'ch as statutory employee
benefits, insu~an~e, sick leave, holidays and vacations~ pensions
an4 similar benefits.
5.2 The schedule 'of payments -will be--made as follows:
5.2.1 Payment of the Basic Services viII bG made in
monthly progress paymen~s in proportion to the quantum of services
performed .. -or in accordan-ce ,dth ?.ny otber schedule of payment
mutually agreed upon by the parties .. as set forth in Exhibit "S".
or witbin t.hirty (30) days of submission, in triplicate. of such
requests if a a<=hed-.1l.e o-f payment is not specified_ Final paymen,t
vill be made by CITY after CONSULTANT has submitted all
Deliverables. including, without limitation. reports which have
been approved by the proj ect manager.
5.2.2 Payment of the Additional Services viiI be
made in monthly progress payments for services rendered~ ~thin
~irty {3D) days of submission.. in triplicate .. of such requests_
5.2'.3 No -deductions will be S"'iade fran CONSULTANT's
canpensa.tion on account. of pen.alties ... liquida'Ced damages ... or other
sums withheld by CITY from payments to general contractors.
SF£'TIQN 6 )!.CQ2C!NTTNG AUDITS OWNERSHIP OF RSCORM
~.1 Records of the direct per&ennel expenses and
expenses incurred in connectioo with -the performance of Basic
Services and Additiooal Services pertaining to the Project will be
prepared" maIntained .. and retained by CONSULTANT tn accordance with
generally accepeed accounting priDCiples and ~ll be ~ade available
to CITY tor a~itiog purposes at mutually convenient times during
the term of this Contrac't and. fo%' three (3) years following the
expIration or earlier termination of this Contract.
6.2 The originals of the Oeliverablea prepared by or
under the direction of CONSULTANT in the perfoI."l'l'au-ce of this
Contract viIi become the property of CITY irrespective of whether
the Project is completed u'pon CITY's paymen,t of the amounts
required to be paid: to CONSULTANT. These -originals will be
delivezed to CITY without additional compensation. CIT'i will have
the rigbe to utilize any final and incomplete drawings.. estimates~
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specifications.. and any other documents prepared hereunder by
CONSULTk~, but CONStr~TANT 6isclaims any responsibility or
liability tor any alt·~rat!ons or tr.odifications of su<:h documents.
SRcrrON 2 Il':tllpMNTTY
1.1 CONSULTANT agrees to protect .. indemnify .. de!e~ and
bold harr~ess CITY~ its Coun~il members .. officers. employees and
agents" from any and all demands" cla.ims" or liability of any
nature., includic-g death or injury to any person., property da..tM.ge or
any other loss ... caused by or arising out of CONSULT~,.r8.. its
officers'" agaDts'. consultants I or employees' negligent acts"
errors .. or ~seionsl or willful misconduct. or cooduct for which
applicable lay may iJrpose strict liability = CONSULTANT in the
performance ot or failure to perform its obligations under this
Contract.
Sst:rIQN 8. PTYERS
8.1 The waiver by either party of any breach cr
vIolation of any covenant, term. condition or proviSion of this
Contract or of the provisions of any ordinao~e or law vill not be
deemed to be a Yaiver of any such covenant" term. condition ..
prOVision, ordinance, or law or of any subsequent breach or
violation of the same or o-t any -other .covenant ... t.erm. condition.
provisioo¥ ordinanee or law~ The subsequent acceptance by either
party of any fee or other moaey which u.ay become due hereunder ~ll
~ be deemed to be a waiver of any preceding breach or violation
by the other party of any CO'\l"eWant .. term. cooditioo. or provision of
this Con-tract. or of ii.!ly applicable laW' Or ordinan-:e.
B.2 No paymen-t. partial paymen,t .. accept.ance ... or partial
acceptance by CITY rill operate as a waiver on the part of CITY of
any of its rights UDder this Contract.
SRO'TON 9:
9.1 CONSULTANT, at its~ sole cost and expense. ,dll
Obtain and malnt~ln .. in full force and effect during the term of
this Contract, the insurance coverage described in EXhibit ~C·.
insuring not only CONSULTANT and. it.s consultan-ts. if any, but. a~so ...
with t~ __ exception of workers" cCln':peDsation. employer'S liability
and profei>::lional liability insurCiJl.Ce, naming CITY as aD. additional
insured concerning CONSULTANTrs performance under this Contract.
9~2 ~l insurance coverage required hereunder viiI be
provided through carriers with Best"-s 1:.2:1 Rating Guide rat.ings c.f
A:X or higher which are admitted to transact insuran~e business in
the State of California.. Any ~ all consultants of CONSULTANT
retained to perform Servicee under this Contract will Obcain and
maintain.. in full force Uld. effect during the term of this
Contract. identical insurance ccvErage. naming CITY as an
additional insured under such polici~s as required above.
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9.2 Certificates of su~h inBuraDce~ preferably O~ the
forms provided by CITY, will be filed with CITY concurrently with
the execution of this Cootrace~ The certificates will be subject
to t.he app~oval of CITY's risk manager and will contain an
endorsement stating that the insurar~e is primary coverage and will
~ be canceled or altered by the insurer except after tiling with
the CITY'S city clerk thirty (lO} days' prior written notice of
such cancellation or alteratioo, and that the City of Palo ~to is
named as an additional insured except in policies of workers'
compensation, employer's liatdlity,. and professional liability
insurance.. Current certiticaces of su<:h insurance will be kept on
file at all times during the term of Lhis Contract ~tb the city
clerk.
9.4 The pr~uring of such required policy or policIes
of insurance viil not be cocstrued to limit CONSULTANT's li~ility
hereunder nor to fulfill the indemnification provisions of this
Contract. Notvithstanding the policy or policies of insuran~e,
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 Ser .... ices pe~formed under this Contract l including such
damage. injury. or 108S arising after the COntract is te~~nated or
the term. has expired.
S&C1'ION 10 WORKERS' QOMpgNSATIQN
10.1 CONSULTANT. by executing this Contract. certifies
that it is aware of the prOVisions of ~he Labor Code of the State
of california which require every employer to be insured against
liability for workers' compensation or to undertake self-insurance
in aecorda.:lce with the proviSions of that Code .. and certifies that
It will comply with such provisions. as applicable... before
commencing the performance of the Project.
SECTION 11 -TEFMU.."!TION OR SUSPENSION OF O?NTF!cr QR
PRO.IBCT
11.1 ~ae 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 ~ice
thereof to CONSULTANT. or immediately after subodssioa. to CITY by
CONSULTANT of any completed item of Basic Services. Upon receipt
of such ~icel CONSULTANT will immediately discoatinue its
performance under this CoDtractr
11.2 CONSULTANT may ter.minate this Contract or suspend
its execution of the Project by giving thirty (3-0l days I prior
written notice t.t.ereof to CITY, but only in the even-t of a
subetantial failure o-f performance by CITY or in the event CITY'
indefinitely vithhc1ds or ~tbdraws its re~Jest for the initiation
or cootiDtiatioc of Basic Services or the execution of the project.
11.3 upon
CONSULTANr will be
Additional Services
H»OJ IJTi OO7O&C
such suspension or termination by CITY.
compensated for the Basic Services and
perfo:nned and Deliverables received and
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approved prior to receipt of written notice from CIT'i of such
suspension or abaoOonment. together with authorized additional and
reimbursable expenses ~ben due. If the Project is res~~ed aftEr
being suspended, tor more tl".an 1.8-0 days, any c}-~ge in CONS'tJ'l.,TAlfl'ts
compensation will be subject to renego~iation and, if necessary~
approval of CITY's City eoun<:ll. If this Contract is suspended or
termillate<l 0" account of a default by CONS{)1,TIINT. CI'i"i "ill be
ooligate<l to compensate CONSUL'!"""!' only for that portion of
CONSULTANT's services which are of direct and immediate benefit to
CITY. as SUCh determina~iOQ may be made by tne city manager in the
reasonable exercise of her discretion.
11..4. In the event of termination of t.his Contract or
suspension of work on the ~roject by CITY where CONSULTANT is not
in default~ CONSULTANT .ill receive compensation as follows:
11 .. 4.1 For apprcved items o.f senfices-, CONSULTANT viII
be compensated for each item of service fully performed in the
amounts a·.l·tborized UIJd:er this Contract.
11.-4.2 .For a,P9roved items of services en -which a
notice to proceed is issued by CITY .. but lIoo'hich are DOt fully
performed .. CONSULTANT will be compensated for each item of service
in an amount which bears the same ratio to the t~al fee otherwise
payable for the performance of the sen.-ice as t.he quant.um of
service actually rendered bears to the services DecesBa~ for the
full ~rformance of that item of ser"ice~
1.1.4.3 The total compensation payable under the
preceding paragraphs of thie Section will ~ exceed the payment
specified under Section S for t.he respective items af service to be
furnished by CONSULTANl'.
11.5 Upoc. such suspension or termination.. CONSULTANT
wl11 deliver to the city Manager immediately any and all copies of
the Del!verables. whether or not completed. prepared by CONSLTLTANl'
or its coasultants.. if any... or siven to CONSULTANT or its
consultants.. if any.. in connection with this Contract.. Such
materla15 viII become the property of CITY.
11.6 The failure of CITY to agree with CONSL'LTAN'r's
independent findi!lgs .. COllC'lusions, or recommendations" if the same
are called for under this Contract. on the basis of differences in
ma.t~erS of jUdgrnent:, will not be construed as a failure on the part.
of ~TANT to fulfill its Obligations under this Cont~act~
SRCfIQN :12
1.2.1-This Contract is tor the persona,1 servi.ces of
CONSULTANT.. therefore.. CONSULTANT viII ~ ass~gn.. transfer ...
ocnvey, or otherwise dispoge of this Contract or any right .. title
or interest in or to the same or any part thereof vithout the prior
vrit.t.en consent o·f eIT'i. A consent to one assignment will not be
4eemed to be a consent to any subsequent assignment ~ Any
a.,.aigtm.'e;}t ma.de without th~ a.pproval of CITY will be void and" at -... ,.,...,
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the ~ion of the city ~nager, this Contract may be terminat~.
This coctract yi11 not be assignable by operation of law.
SBCTION 13 NOTICgs
11.1 ~l ~ices he~eunder will be given, in writing,
aDd. 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 OONS~TLTANT~ Attention of th~ project dire~tor
at tbe address of CONSULTANT recited aboVe
CCNFI.I<:r OS' INTER 8SI
14.1 In accepting this Contract" CCliStJLTANT covenant.s
t.hat it presen·tly haS: no int.erest.. and viII not. acquire any
i~terest. direct or indirect ... financial or otherwise" ~hich v~~ld
conflict in any manner or degree with the performance of the
Services.
14.2 CONSUL'l'MrI."'l' fUrther covenants that, in t.he
performance of this cootract" it will not employ cootract.ors or
persons having such an interest men·tloned a:l:>ove.. CONSULTANT
certifies that no one who has or will have any finan~ial interest
under this Contract is an officer or emp1cyee of CITY; t.bis
provision will be interpreted in accordance with the applicable
provisiocs of the Palo Alto MUnicipal Code and the Government Code
of the State of California ..
SBCTIOl( 15 NOPIDTSCR IMIpuQN
15.1 As set forth in the ".Palo Alto )ofunicipal Coder ~
discrimir..ation vill be made in the ~loyment. of persons under this
Contract because of the age. race. color 6 natiooal origin 6
anceetry6 religioo r disability, sexual ~reference or gender of such
person. If t.he value or !this contract is. or may be, five -tt.oOusand
dollars ($5 .. 000) -or mcre 6 CONSUL'I'AN'l' agrees to -meet all
requirements of the palo Alto Municipal Code pt:!rtaining to
nondiscrimination in enploytrent.. including carpleting the requisite
form furnished by CITY and set forth in Exhibit ·D· ..
15.2 CONSUL'i'ANT agrees that each contract. for services
from independent providers viII cootain a provision substantially
as follows!
• [Name of Provided will provide CONSULTANT
with a certificate stating that [Name of
Provider} is currently in compliance with all
Federal and State of california laws covering
noodiscrimination in employmenti' that {Na.."'O.e of
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Provider1 will pursue an affirmative CQ\.lrse of
action as required by the Atfi~ative Action
Gui~ellneB 0% the City of Palo Alto; and that
[Name of PrO".riderj will not discriminate io
the employment of aD.y person under this
cootract because of the age, race, 'Color"
nati'Ol1al. origin, ancestry. religion,
dinbl1ity. sexual preference or gender of
such person.-
lS.3 If OONSL~TANT is found in violation of the
nondiscrimInation provisions of the Staee of California Fair
Employment practices ~t or similar provisions of Federal law or
e.xeC'UtiVl:: order in the performance of this Ccntr~ct, it will be in
default of this Contract. Thereupon~ CITY' vill have the poYer to
cancel or suspend this Coctra~t. in whole or in part, or to dedu~t
the sum of t-wenty·five dollars ($2S) for eacb person for each
calendar day 6uring which euch persoo was subjected to
di&cr~natlon~ as damages for breach of cODtra~t. or ~b. only
a finding of the State of californ.la Fair Employment Practices
Commission or t.b.e equivalent federal agency or officer viIi
~tltute evidence of a breach of this Contract.
15. C If CONSULTAIIT is found in default of the
nondiscrimination provisions of this ConL~act or the applicab1e
~firmative Action GuidelInes pertaining to this COotract,
CONSULT».." will be found. in material bI'~ach of t.his COn·tract.
Thereupon~ CITY will have the power t.o cancel or suspend this
contract. in 'Whole or in part .. or t.o deduct frcn t.he amoun·t payab~e
to CONSULTANT the SUlJl of two hundroo fifty dollars {$250} for each
<::a.lendar day during which CONSULTANT is not in ~l ian<:<! wi th thi 8
provisIon as damages for breach of ~tract. or ~h.
SBC"IQN , 6 XTSCRT.J'l!lIo"]??PS paOYIS lOW;
16.1 CONSULTANT represents and warrants that it has
knowledge of the requirements of the federal A."{l.ericans with
Disabilities Act of 1990. and the Government Code and the Health
and Safety Code of the State of california, relating ~o access to
public buildings and accamnodatioos for disabled persons" and
relating to fa-cilities for disabled. persoos. CONst.1LTANT will
-comply wltb or ensure by its advice that complia.oce with such
provi.s!ons will be effected pursuant to the terms of this Contract. ..
~6.2 0pQn the agreement of Che parties •. any controversy
or claim arising out of or relating to this Contract may be settled
by arbitration in accordance with the Rules of t.he Alnerican
Arbi~ration Association. and judgment upon ~he award rendered by
the Arbitrators !:'ay be entered in any court b.ating jurisdic-tion
thereof~
16.3 This Contract will be governed by the laws of the
State of California ... excluding its conflicts of law.
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l.~.' In the event that an action ie brought .. the parties
agree that: tria.l of su,ch act.ion will be vested exclusively in the
state courts of California or in the United States District Court
for the Northern District of Californ1a ill the Count.y of Santa
Clara, State of r~liforuia_
16.5 The prevailing party in any action brought to
enforce the terms of thie Contract or aris~ng out of this Contract
may recover its reasonable costs 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 oegoeiatioos,
represen·tatioos# and contract.s. either written or oral. This
doc-ument D'...ay be amended only by a written instr'..m'I.ent" 'Which is
signed by the parties.
16.7 All p~ovislODS of this Contract, wbetber covenants
or corAitioos. will be deemed to be both covenants and conditioo.s~
16.B The covenants# terms, conditions and provisio~s of
this contract will apply to, and will bind, the heirs# successors#
executors, a~nistrator8# assignees, and consultants# as the case
may be, of the parti~s.
16.9 If a oour~ of competent jurisdiction finds or rules
that any provision of this Contract or any amendment thereto is
void or unenforceable, the unaft~eted provisions of this Contract
and any ame~nts thereto will remain in full torce and effect~
16.10 All exhibits rEferred to in this Contract and any
addenda, appendices .. attachments, and schedules vhich 3 from time
to t.ime ... may be referred to in any duly executed a:neDdment hereto
are by such reference incorporated in this Contrac~ and ~ill be
deemed to be a part of this Contract.
16~11 This Contract rray be executed in all.y nUD'.ber of
counterparts, each of ,,-hich vill be an original .. but all of which
together ~11 oooetit~te one and the same instrument.
16.12 This Contract is subject to the fiscal provisioos
~f ~he Charter of the City of Palo Alto and the Palo ~to MUnicipal
Code. This Cont-ract will terminate without any penalty (a) at. tbe
end of any fiscal year in the event-that funds are not appropriated
for the following fiscal year. or {b) a~ any time within a fiscal
year in the evetl.t that funds are ooly appropriated for a portion c·f
the fiscal year and funds for tbis Contract. are co longer
available~ This Section 16.12 ~ll take precedence in the event of
a conflict with any other covenant. term, condition, or provision
of thIs Coatract.
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~ ~ WHEREOF. the parties hereto have by their duly
authorized representatives executed this Contract on the date fi[~t·
abCN'e "Tittel>'
ATTEST:
City Clerk
APPROVED AS TO FORM:
Senior Asst~ City Attorney
APPROVED,
Assistant City Manager
Director of Utilities
Director Of Adman. Serv1ces
ilsk Manage r
Attachments:
JDOiIBIT • A'
:zxaIBI't -s.
EXHIBIT ·e·
EXHIBIT -Oil
CITY OF PALO ALTO
Mayor
DR. ~E?n?_RGUSSON P. E.
By: ~d?
n., ;$Q4k ?ROet!€7?y?
Taxpayer's 1.0. NO. 546-69-1678
sroPIf OP PROJECT ,. T D!B SCHEDULE
u-n SC!IEDULl!
INSURANCE
NONDISCRIMINATION COMPLIANCIf FOIlM
13
CU'fUla.'l'Z OF ACnlOWI.JlI>(lMBN'f
(Civil Code i 1189)
STAn 01" 6 /~ .) I
COON'l'Y OF "<4", f;.. ~=,,-__ l
00 tL«g(!W"::c I, 1954~ before me" the uoder8igned~ a
lie, '4~O~<::~ CL!~: personally appeare~
persOJU)' ly wn to me ;jar proved t.o me on tbe basis of
satisfactory idence) to be the person~ whose name fe--+ is/6tP'!!!
subscribed to the within instrument. and acknowledged to r~ that
»/she/~ executed t.he same in ...... rner/tJM+r authorized
capacity'les). and that by _/her/_r signature[.) on the
instrument the pe::son r". or t.he entity upoo behalf of which the
person c.') acted, executed the inetrument~
WITNESS my hand and official seal .
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ScOJIe' of Work Statement
Dr, KeDy Jean Fergusson
July 5, 1995
ObJe<1!I'<: to provide GIS consulting services in the areas c( qaa!ity cootrol ..,d
IICcepIaD« c( toGv.,,",," data.
I) QoaJil)1 roatrol c( ... ter~w __ utilities data oooversioo ctforts. Provide
Jiaisoa and ooonl'inotion ","'1«, betweea UtIlities Engine<ring and WcstinghQusc
Landmart GlS (map coover.OOn vendor).
.} train C'it:t staff ill performing quality cootrol activities
Ho=24
b) ooonIiDate will! WLGIS regardiJlg scbedut. and couten! c( defivcr1es
Dellv""""e: ongoiZ!g, rolling ocbeduk, 10 track quality control and acccpW>ce
progre ..
Hours: 60
cJ for eacII data dcfivery clthe 1.."11 block map themes (boCh initial and edited deljvcrles cl
each delivcry asea), give direclioa 10 city staff for quality control checking c( Il:e <lata
Hoon: 10 flows x 7 delivery areas = 70 boon;
If) ._ spaIW aa:uracy cl each denvcry aroa; dete""jne whether 0.4 ft RMS
ICCwocy specifkatioo las been mel b)' Wl.GIS for eact denvery area; coooli,""" with
CRy Sorveyoc and pcdonn statistical analyse.
Hours; I houn ~ 1 delivery IlUS = 56 ~oors
oj summarize quality C<lCltrol results. and cooolioate with WLGIS regarding ""luire<! edits
and resoluti"" c( problem areas
DeYverables:
1) documenratioo clthe crrers IlI<l required edits for each dcfivery area for use by
Wl.GIS
2) cIo<lIIll<ntatioo cl required iIl'house edits and ~ • .d 1llIln0Wll items.
Hours: 30 boon; x 1 delivery.,... = 210 boon;
I) coooIinate wiIh Pubr", WO<b Engineering regardiJlg COGO and adler shared data
Ihemes..
Hours: 40
!l male reoommenc!olions based 00 engineering judgment regarding acccpW>ce or
",jectioo c( deli .. ~ data
Dcfivcrablc: =ommeDdati"", regarding Ilata accepoaoce
Hours: 20
Toea! Moun: 480 lwurs
2) Quanty control c( deciriraJ utiliIies data conversiooeffon. including 6 uoiquc
theme .. ""'vide liaison and cooolioatioc servke. bcrwcc. Unlllies Engioeerins and
Wl.GIS.
a) document 1be 1e<:hnical procedure used by WLGIS 10 prodUce e1ectrical GIS data
Deliverable: documentation regardin! cocversioG methodology foc electrical
theme.
Hours: 20 bours
b] develop qu.li~ coctrol cbeclting procedures roc an electrical themes included in Palo
A/Io's COD~ ",.1lI WLGIS
Deliverable: documeDtatioD regarding quaIicy CODtrol procedLl!"es for el«trical
themes
Hours: 40 hours
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JuIJ S,199S
DoarGl .....
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Dr. Kta, JeaII Fe~ P. E. Col2IOItID8 Chll ~r
224 Fernando A VO'l1IC
Palo "''to. CA 94306
Phooc/FaX: (415) 155-97)0
I'IImwIt 10 our discessiOG over die ~ ""v."" weeks I bve prepared die .tta<:b<d 5C<>pc: of
__ meoI coc.:emjO& m, p<lJ'i!Sioo of coosuItiDg sclVlces i. support of Palo Alto',
Geograp/ljc: lufotmaliOll Syslem-
My lIomly _ is $60.00 for die iU\'kes oudiDed iD die S<ope cI,.,<d Slalemeol I wry
$1.000.000 ,.....nlllUbiliIy COVOf88e, cel1i6<alioa fa .. bick 100 bve 011 file. TIic SSN for my
sole propieconhip is S46-69-167l.
I ~ die opponunily 10 be of _ 10 bo!h die City and die public by cosuri.ag die GIS
<OIIW:ISi<Ja o!a:a 10 ,be cI die bighest qoaf!ly and Jdiabilily.
Yours oincerdy.
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CEIITIl'ICA TlON of NONOISCRlMlNA TION
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SECllON 410
CwtIfkis1ion of NM<IgrirnJtvrrIo As supprters of goods Of services to the City of Paro Alto,
1.'18 f~ and incflViduers listed below certifies that they do not diSCriminate-in employment with
regards to age. race .. color$ rer~ion. sex. national OI"ig'n. eocestry. disablTfty. or sexuai
preference; that the'i are in compliance with e:~ federaf~ State and beal d"'trectives-and
executive ordea regarding nordiscrimination in 6mpfo'/mel'\t; and that they agree to
demonstrate positivePy end aggressively the principfe 01 equaf opportunity ir. employment.
The Bidder aSfees spedflCtifty..
1.0 To est2blish or observe empk)yment poricie s which affirmstiv!fy promote
opportunities for minor1ty persons at tit .iob levels.
2.0 To comtT'Iunkete tNs porte., !o at! per$Ons concerned, includir.g aft employees,
rotside T&eruiting ssrvkes, especiany those serving miOOlity communities; and'
10 the minority communities fit lerge.
3.0 To taile effl(matfve action steps to hire minority employees w'ithln the
Ofg anization.
4.0 To be \nowtecJgeab:6 of the JoeaT~ state, and federal taws and regulations
concerning affirmative action pofJCies and provide opportUnities (0( employees.
F~ ___ ~Oaf~,~~~U~,,~~~JBn~~Ja$ao~fG~ __________ ~PllAUT~f,~r~4~AL9r:L-~'_ ) J LJ
'Please include any additional infOfmanon iI .... a~able r&:9ard'~ng equal opportunity employment
pl"ograms now ir. effect wrtrun VQf.K company.
END OF SECTION
C(TY d PAL.O ALTO: NOrt-d"scriminaflon £6i94) SEcnO''''().1
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