14-154 Macali Data for Database Migration OFFICE OF THE CITY CLERK
CITY HALL
' 10300 TORRE AVENUE •CUPERTINO, CA 95014-3255
TELEPHONE:(408)777-3223• FAX: (408)777-3366
WEBSITE:www.cupertinoxirg
CUPERTINO
September 22, 2014
MacAli Data Consulting
881 Dorthel Street
Sebastopol, CA 95472
Re: Agreement for consulting services
Enclosed is a fully executed copy of your agreement with the City of Cupertino. If you have any questions
or need additional information, please contact the Information Technology Department at(408) 777-3381.
Sincerely,
Andrea Sanders
Senior Office Assistant
City Clerk's Office
Enclosure
cc: Communications
AGREEMENT BETWEEN THE CITY (DJF CUPERTINO AND MACAILI DATA
CONSULTING FOR CONSULTANT SERVICES FOR DATABASE MIGRATION
THIS AGREEMENT, for reference dated August 15, 2014, is by and betwe
CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City"), and
MacAli Data Consulting, a private contractor whose address is 881 Dorthel Street
Sebastopol, CA 95472 (hereinafter referred to as "Consultant"), and is made with
reference to the following:
RECITALS:
A. City is a municipal corporation,duly organized and validly existing under
the laws of the State of California with the power to carry on its business as it is now
being conducted under the Constitution and the statutes of the State of California and the
Cupertino Municipal Code.
B. Consultant is specially trained:, experienced and competent to perform the
special services which will be required by this Agreement; MacAli Data Consulting,
database administrator, will be assisting with a SQL database migration project.
C. Consultant possesses the skill, experience, ability, background,
certification and knowledge*to provide the services described in this Agreement on the
terms and conditions described herein.
D. City and Consultant desire to'ea.iter into an agreement for
upon the terms and conditions herein.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
I. TERM:
The term of this Agreement shall commence on Augutst 15th, 2014, and shall
terminate on January 31St, 2015, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED:
Consultant shall perform each and every service set forth in Exhibit "A" which is
attached hereto and incorporated herein by this reference.
3. COMPENSATION TO CONSULTANT:
Consultant shall be compensated for services performed pursuant to this
Agreement in the amount set forth in Exhibit "B" which is attached hereto and
incorporated herein by this reference. Payment shall be made by checks drawn on the
treasury of the City, to be taken from the General fund.
Payment will be made by the City in the following manner: On the first day of
each month, Consultant shall submit a written estimate of the total amount of work done
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the previous month. Payment shall be made for 100% of the value of this work.
Payment shall not be construed as acceptance of defective work. No interest will be paid
to Consultant on retained funds.
4. STANDARD OF CARE:
Consultant agrees to perform all services hereunder in a manner commensurate
with the prevailing standards of like professionals in the San Francisco Bay Area and
agrees that all services shall be performed by qualified and experienced personnel who
are not employed by the City nor have any contractual relationship with City.
6. INDEPENDENT PARTIES:
City and Consultant intend that the relationship between them created by this
Agreement is that of employer-independent contractor. The manner and means of
conducting the work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the express terms of this Agreement. No civil
service status or other right.of employment will be acquired by virtue of Consultant's
services. None of the benefits provided by City to its employees, including but not
limited to, unemployment insurance, workers' compensation plans, vacation and sick
leave are available from City to Consultant, its employees or agents. Deductions shall
not be made for any state or federal taxes, FICA payments, PERS payments, or other
purposes normally associated with an employer-employee relationship from any fees due
Consultant. Payments of the above items, if required, are the responsibility of
Consultant.
7. IMMIGRATION REFORM AND CONTROL ACT (IRCA):
Consultant assumes any and all responsibility for verifying the identity and
employment authorization of-all of his/her employees performing work hereunder,
pursuant to all applicable IRCA or other federal or state rules and regulations. Consultant
shall indemnify and hold City harmless from and against any loss, damage, liability, costs
or expenses arising from any noncompliance of this provision by Consultant.
8. NON-DISCRIMINATION:
Consistent with City's policy that harassment and discrimination are unacceptable
employer/employee conduct, Consultant agrees that harassment or discrimination
directed toward a job.applicant, a City employee, or a citizen by Consultant or
Consultant's employee or subcontractor on the basis of race, religious creed, color,
national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or
sexual orientation will not be tolerated. Consultant agrees that any and all violations of
this provision shall constitute a material breach of this Agreement.
9. HOLD HARMLESS: -
Consultant shall, to the fullest extent allowed by law, with respect to all services
performed in connection with the Agreement, indemnify, defend, and hold
harmless the City and its officers, officials, agents, employees and volunteers
from and against any and all liability, claims, actions, causes of action or demands
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whatsoever against any of them, including any injury to or death of any person or
damage to property or other liability of any nature, whether physical, emotional,
consequential or otherwise, arising out, pertaining to, or related to the
performance of this Agreement by Consultant or Consultant's employees,
officers, officials, agents or independent contractors. Such costs and expenses
shall include reasonable attorneys' fees of counsel of City's choice, expert fees
and all other costs and fees of litigation.
10. INSURANCE: Refer to Exhibit C, Certificate of Insurance by Jean Tillinghast,
member of MacAli Data Consulting
On or before the commencement of th,�-, term of this Agreement, Consultant shall
furnish City with certificates showing the type, amount, class of operations covered,
effective dates and dates of expiration of insurance coverage in compliance with
paragraphs 10A, B, C, D and E. Such certificates, which do not limit Consultant's
indemnification, shall also contain substantially the following statement: "Should any of
the above insurance covered by this certificate be canceled or coverage reduced before
the expiration date thereof, the insurer affording coverage shall provide thirty (30) days'
advance written notice to the City of Cupertino by certified mail, Attention: City
Manager." It is agreed that Consultant shall maintain in force at all times during the
performance of this Agreement all appropriate coverage of insurance required by this
Agreement with an insurance company that is acceptable to City and licensed to do
insurance business in the State of California. :Endorsements naming the City as
additional insured shall be submitted with the insurance certificates.
A. COVERAGE:
Consultant shall maintain the following insurance coverage, or be self-insured to
the equivalent amounts below:
(1) Workers' Compensation:
Statutory coverage as required by the State of California.
(2) Liability:
Commercial general liability coverage in the following minimum
limits:
Bodily Injury: $50000
.each occurrence
$1,000,000
aggregate- all other
Property Damage: $100,000 each occurrence
$250,000 aggregate
If submitted, combined single limit policy with aggregate limits in
the amounts of$1,000,000 will be considered equivalent to the
required minimum limits shown above. _
(3) Automotive: .
Comprehensive automotive liability coverage in the following
minimum limits:
Bodily Injury: $500,000 each occurrence
Property Damage: $100,000 each occurrence
Page 3
or
Combined Single Limit: $500,000 each occurrence
B. SUBROGATION WAIVER:
Consultant agrees that in the event of loss due to any of the perils for which
he/she has agreed to provide comprehensive general and automotive liability insurance,
Consultant shall look solely to his/her insurance for recovery. Consultant hereby grants
to City, on behalf of any insurer providing comprehensive general and automotive
liability insurance to either Consultant or City with respect to the services of Consultant
herein, a waiver of any right to subrogation which any such insurer of said Consultant
may acquire against City by virtue of the payment of any loss under such insurance.
C. FAILURE TO SECURE:
If Consultant at any time during the term hereof should fail to secure or maintain
the f6regoing insurance, City shall be permitted to obtain such insurance in the
Consultant's name or as an agent of the Consultant and shall be compensated by the
Consultant for the costs of the insurance premiums at the maximum rate permitted by law
and computed from the date written notice is received that the premiums have not been
paid.
D. ADDITIONAL INSURED:
City, its City Council, boards and commissions, officers, employees and
volunteers shall be named as an additional insured under all insurance coverages, except
any professional liability insurance, required by this Agreement. The naming of an
additional insured shall not affect any recovery to which such additional insured would
be entitled under this policy if not named as such additional insured. An additional
insured named herein shall not be held liable for any premium, deductible portion of any
loss, or expense of any nature on this policy or any extension thereof. Any other
insurance held by an' additional insured shall not be required to contribute anything
toward any loss or expense covered by the insurance provided by this policy.
E. SUFFICIENCY OF INSURANCE:
The insurance limits required by City are not represented as being sufficient to
protect Consultant. Consultant is advised to confer with Consultant's insurance broker to
determine adequate coverage for Consultant.
11. CONFLICT OF INTEREST:
Consultant warrants that it is not a conflict of'interest for Consultant to perform
the services required by this Agreement. Consultant may be required to fill out a conflict
of interest form if the services provided under this Agreement require Consultant to make
certain governmental decisions or serve in a staff capacity as defined in Title 2, Division
6, Section 18700 of the California Code of Regulations.
12. PROHIBITION AGAINST TRANSFERS:
Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or
any interest therein, directly or indirectly, by operation of law or otherwise, without prior
written consent of City. Any attempt to do so without said.consent shall be null and void,
and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by
reason of such attempted assignment, hypothecation or transfer. However, claims for
money by Consultant from City under this Agreement may be assigned to a bank, trust
Page 4
company or other financial institution without prior written consent. Written notice of
such assignment shall be promptly furnished to City by Consultant.
The sale, assignment, transfer or other disposition of any of the issued and
outstanding capital stock of Consultant, or of tlae interest of any general partner or joint
venturer or syndicate member or cotenant, if('onsultant is a partnership or joint venture
or syndicate_or cotenancy, which shall result in changing the control of Consultant, shall
be construed as an assignment of this Agreement. Control means fifty percent(50%) or
more of the voting power of the corporation.
13. SUBCONTRACTOR APPROVAL:
Unless prior written consent from City;is obtained, only those people and
subcontractors whose names and resumes are attached to this Agreement shall be used in
the performance of this Agreement.
In the event that Consultant employs subcontractors, such subcontractors shall be
required to furnish proof of workers' compensation insurance and shall also be required to
carry general, automobile and professional liability insurance in reasonable conformity to
the insurance carried by Consultant. In addition, any work or services subcontracted
hereunder shall be subject to each provision of this Agreement.
14. REPORTS:
A. Each and every report, draft, work product, map, record and other
document, hereinafter collectively referred to as "Report", reproduced, prepared or
caused to be prepared by Consultant pursuant to or in connection with this Agreement,
shall be the exclusive property of City. Consultant shall not copyright any Report
required by this Agreement and shall execute ,appropriate documents to assign to City the
copyright to Reports created pursuant to this Agreement. Any Report, information and
data acquired or required by this Agreement shall become the property of City, and all
publication rights are reserved to City. Consultant may retain a copy of any report
furnished to the City pursuant to this Agreement.
B. All Reports prepared by Consultant may be used by City in execution or
implementation of:
(1) The original Project for which Consultant was hired;
(2) Completion of the original Project by others;
(3) Subsequent additions to the original project; and/or
(4) Other City projects as appropriate.
C. Consultant shall, at such time and in such form as City may require,
furnish reports concerning the status of services required under this Agreement.
D. All Reports required to be provided by this Agreement shall be provided
electronically, in PDF formant.
E. No Report, information or other data given to or prepared or assembled by
Consultant pursuant to this Agreement shall be, made available to any individual or
organization by Consultant without prior approval by City.
15. RECORDS:
Consultant shall maintain complete and accurate records with respect to sales,
costs, expenses, receipts and other such information required by City that relate to the
Page 5
performance of services under this Agreement.
Consultant shall maintain adequate records of services provided in sufficient
detail to permit an evaluation of services. -All such records shall be maintained in
accordance with generally accepted accounting principles and shall be clearly identified
and readily accessible. Consultant shall provide free access to such books and records to
the representatives of City or its designees at all proper times, and gives City the right to
examine and audit same, and to make transcripts therefrom as necessary, and to allow
inspection of all work, data, documents, proceedings and activities related to this
Agreement. Such records, together with supporting documents, shall be kept separate
from other documents and records and shall be maintained for a period of three (3) years
after receipt of final payment.
If supplemental examination or audit of the records is necessary due to concerns
raised by City's preliminary examination or audit of records, and the City's supplemental
examination or audit of the records discloses a failure to adhere to appropriate internal
financial controls, or other breach of contract or failure to act in good faith, then
Consultant shall reimburse City for all reasonable costs and expenses associated with the
supplemental examination or audit.
16. NOTICES:
All notices, demands, requests or approvals to be given under this Agreement
shall be given in writing and conclusively shall be deemed served when delivered
personally or on the second business day after the deposit thereof in the United States
Mail, postage prepaid, registered or certified, addressed as hereinafter provided.
All notices, demands, requests, or approvals from Consultant to City shall be
addressed to City at:
City of Cupertino
10300 Torre Ave.
Cupertino CA 95014
Attention: Mariyah Serratos
All notices, demands, requests or approvals from City to Consultant shall be
addressed to Consultant at:
MacAli Data Consulting
ATTN: Jean Tillinghast
881 Dorthel Street
Sebastopol, CA
95472
17. TERMINATION:
In the event Consultant fails or refuses to perform any of the provisions hereof at
the time and in the manner required hereunder, Consultant shall be deemed in default in
the performance of this Agreement. If such default is not cured within the time specified
after receipt by Consultant from City of written*notice of default, specifying the nature of
such default and the steps necessary to cure such default, City may terminate the
Agreement forthwith by giving to the Consultant written notice thereof.
City shall have the option, at its sole discretion and without cause, of terminating
Page 6
this Agreement by giving seven (7) days' prior written notice to Consultant as provided
herein. Upon termination of this Agreement, each party shall pay to the other party that
portion of compensation specified in this Agreement that is earned and unpaid prior to the
effective date of termination.
18. COMPLIANCES:
Consultant shall comply with all state or federal laws and all ordinances, rules and
regulations enacted or issued by City.
19. CONFLICT OF LAW:
This Agreement shall be interpreted under, and enforced by the laws of the State
of California excepting any choice of law rules which may direct the application of laws
of another jurisdiction. The Agreement and obligations of the parties are subject to all
valid laws, orders, rules, and regulations of the authorities having jurisdiction over this
Agreement (or the successors of those authoriti.es.)
Any suits brought pursuant to this Agreement shall be filed with the courts of the
County of Santa Clara, State of California.
20. ADVERTISEMENT:
Consultant shall not post, exhibit, display or allow to be posted, exhibited,
displayed any signs, advertising, show bills, lithographs, posters or cards of any kind
pertaining to the services performed under thi;3 Agreement unless prior written approval
has been secured from City to do otherwise.
21. WAIVER:
A waiver by City of any breach of any term, covenant, or condition contained
herein shall not be deemed to be a waiver of any subsequent breach of the same or any
other term, covenant, or condition contained herein, whether of the same or a different
character.
22. INTEGRATED CONTRACT:
This Agreement represents the full and complete understanding of every kind or
nature whatsoever between the parties hereto, and all preliminary negotiations and
agreements of whatsoever kind or nature are merged herein. No verbal agreement or
implied covenant shall be held to vary the provisions hereof. Any modification of this
Agreement will be effective only by written execution signed by both City and
Consultant.
22. INSERTED PROVISIONS:
Each provision and clause required by law to be inserted into the Agreement shall
be deemed to be enacted herein, and the Agrecinent shall be read and enforced as though
each were included herein. If through mistake or otherwise, any such provision is not
inserted or is not correctly inserted, the Agreement shall be amended to make such
insertion on application by either party.
23. CAPTIONS:
The captions in this Agreement are for- convenience only, are not a part of the
a�
Page 7
Agreement and in no way affect, limit or amplify the terms or provisions of this
Agreement.
Page 8
IN WITNESS WHEREOF, the parties have caused the Agreement to be executed.
CONSULTANT CITY OF CUPERTINO
A Municipal Corporation
MACALI DATA CONSULTING
Jean Tillinghast
Private contractor V 4
By L I3
Titl, Title
Date zt- Date
RECOMMENDED FOR APPROVAL:
Title h oV, V)1 '` V�
APPROVED AS TO FORM:
„i.ty Attorney
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Page 9
EXHIBIT A
SCOPE OF SERVICES
e Data analysis and migration planning
• Data mapping
• Data extraction
• Data clean up assistance
® Data verification assistance
• Pentamation data expertise (as needed)
• SQL DBA expertise (as needed)
Page 10
EXHIBIT B
COMPENSATION
Jean Tillinghast will provide consultation for minimum of 8 hours per week at the rate of
$110/hr. This contract is not to exceed $18,000. The City will pay for travel expenses
incurred during onsite visits, not to exceed $2000.
Page 11
CSAA Insurance Exchange Automobile Policy Declamations 6a:
PO Box 22221
Oakland,CA 94623-2221
Insurance Please keep with your policy. See Important Notice on reverse. r �'
For questions or changes call: (800)922-8228
Page 1 of 1
1.Name and Address of Insured
Declarations Process
� Amended Declarations 08-21-2014
0°�l°118i°OIL°°° °�II°19�IGBII�IE°�°I111�1°I0�°�l°@COlel°°99680°� 0 Type Date
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JEAN TILLINGHAST a Policy CAAS100270024 Insured 1982
2 Number Since
MARK PAVLICHEK W
881 DO RTH EL ST 0 From 12:01 A.M.Standard Time at the address of the
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z Named Insured,but not prior to the time applied
SEBASTOPOL CA 95472-2711 Your 08-21-2014 for or,if this is a replacement declarations,not
UPolicy prior to the time coverage change was requested.
J Period To
0 1201.A.M.Standard Time at the address of the
CL 10-16-2014 Named Insured.
Alternate Address Occupation Alternate Number Telephone Number
Engineer/Scientist (707)823-3447
Item Make Model Yr Body Type Vehicle Identification No. Name
Drivers
LA 1 HONDA 2001 SEDAN 4 DOOR 2HGES25.181 H587015 L/► do not MARK
v 2 HONDA 2005 HATCHBACK 2 DOOR JHMZE13725S000308 W necessarily JEAN
> correspond
W 3 DODGE 2001 CLUB CAB PICKUP 1 B7GL22N01 5281278 0 to principally
p operated
vehicles.
Liability Limits Item 1 Item 2 Item 3
Coverage .............................................. .................................................................... .................................. .. educible Prem........
Each Person Each Occurrence Deductible Premium Deductible Premium Deductible Premium Deductible Premium
Bodily Injury 500,000 1,000,000 $113 $112 $107
Medical Payments 10,000 $64 $66 $28
............................................................................. ....................... .
Uninsured Motorists 500,000 1,000,000 $28 $28 $17
N ................................................................... ...................
Property Damage 100,000 $105 $97 $103
Comprehensive Actual Cash Value Less Deductible 50 :$71 50 $44 50 $83
oc ......................................................................................................
CL
v, Collision Actual Cash Value Less Deductible 500 $283 500 $188 No Coverage
W
..................................................................................................
a Enhanced Transportation Expense $28 $28 No Coverage
oc
0 W No Coverage No Coverage No Coverage
All Risks Actual Cash Value Less Deductible .
u —
TOTAL PREMIUM PER VEHICLE ➢ $692 $563 $338
Premium
*Automobile Death Benefits $15,000 per deceased insured person $8
Premium Summary CA Surcharge: $0 Total Additional Premium: $50.00
This is not a bill.
Schedule of Changes
] Maintain Coverage(s)
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Item Rated Driver Driv Safety Record Yrs Driv Exp Est Ann Mi Driven Veh Garage Zip Vehicle Usage Gender Marital
1 MARK PAVLICHEK 0 Pt 47 12,000 IVIi 95472 Pleasure M M
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0 2 JEAN TILLINGHAST 0 Pt 46 11,000 ML 95472 Pleasure F M See reverse for
explanation of
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N 3 Undesignated 3,000 Mi 95472 Pleasure codes.
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z Discounts:
:) Mature Driver:None. Multi Car: Item(s) 1, 2,3.
Q Good Driver:Item(s) 1, 2,3. New Driver: None.
oMulti Policy home: Item(s) 1,2,3. Good Student: None.
You .
ou may qualify for other products
U and discounts. For more info
W .
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your Insurance Agent
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55 15000414
10.16-1982
01092
0100
IMPORTANT NOTICE:THIS IS A PART OF YOUR DECLARATIONS
The insurance afforded is only with respect to such of the preceding coverages as are indicated by specific premium charge or
charges. The limit of the Exchange's liability under each such coverage shall be as stated herein, subject to all the terms of the policy.
The purpose for which the automobile is to be used is pleasure or business, subject to the exclusions in the policy, including the
exclusion for wholesale and retail delivery.
RENEWAL CERTIFICATE-Extends this policy for the period shown under Policy Period upon payment of the premium.
AMENDED DECLARATIONS-In consideration of the premium adjustment indicated herein this policy is hereby amended only with
respect to such changes as are indicated in the schedule of changes. The limit of the Exchange's.liability under such amended
coverage shall be as stated herein.
LOSS PAYEE(S)-Any loss under Physical Damage coverages is payable as interest may appear to the named insured and the Loss
Payee in accordance with the loss payable agreement.
RATING INFORMATION DISCLOSURE EXPLANATION
(From Discounts/Messages Section on Previous Page)
ITEM (ITEM NUMBER): Item number is the number assigned to the vehicle shown on the Declarations.
RATED DRIVER:The driver assigned to a vehicle whose attributes (e.g., years driving experience, driving safety record, gender, and
marital status)are used to develop the premium.
DRIV SAFETY RECORD(DRIVING-SAFETY RECORD): The total number of points assessed the driver for "principally at fault chargeable
accidents" with or without injury and/or vehicle code violation convictions(tickets). A "principally at fault chargeable accident" occurs
when the driver of a vehicle is at least 51% at fault for an accident and the total monetary damages(whether paid or not) in the
accident exceed:
$750 or the accident resulted in death for losses occurring prior to 12/11/11
$1,000 or the accident resulted in death for losses occurring 12/11/2011 or after ti
Additional information on the number and types of incidents can be provided on request. Carriers use different point count systems for
rating purposes. The number of points shown on your declarations would not necessarily match the number of points assigned by
another carrier.
YRS DRIV EXP(YEARS DRIVING EXPERIENCE): The number of years a driver has been licensed to drive a motor vehicle anywhere in
the world. However, a driver must have at least 18 months current driving experience in the United States, U.S. Territories, or
Canada, before foreign country driving experience can be counted.
EST ANN MI DRIVEN(ESTIMATED ANNUAL MILES DRIVEN): The estimated number of total miles a vehicle will be driven in the
coming year.
VEH GARAGE ZIP(VEHICLE GARAGED ZIP CODE): The ZIP code of the location where the vehicle is garaged.
VEHICLE USAGE:Vehicles are assigned to one of five usage designations: Business Use, Work Commute, Farm Use, Farm Business
Use or Pleasure.
GENDER: "M" stands for Male and "F" stands for Female.
MARITAL(MARITAL STATUS): "M" stands for Married, and "S" stands for Single.
DISCOUNTS:A reduced rate applies for each Discount listed.
t