HomeMy WebLinkAboutStaff Report 279-05SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the
performance of Services under this Agreement. CONSULTANT shall
complete the Services within the term of this Agreement. It is
understood and agreed that Services for which times for performance
are not specified in this Agreement shall be commenced and
completed by CONSULTANT in a reasonably prompt and timely manner
based upon the circumstances and direction communicated to the
CONSULTANT. CITY's agreement to extend the term or the schedule
for performance shall not preclude recovery of damages for delay if
the extension is required due to the fault of CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid
to CONSULTANT for performance of the Services described in Exhibit
"A", including both payment for professional services and
reimbursable expenses, shall not exceed One Hundred Two Thousand
Nine Hundred Fifty Dollars ($102,950). The amount of compensation
will be calculated at the rate of One Hundred Forty Five Dollars
($145.00) per hour, up to Seven Hundred Ten (710) hours.
CONTRACTOR expressly agrees that it can perform each task within
the budgeted hours set forth for each task, as shown in Exhibit
"B", entitled "Schedule of Performance". The applicable rates and
schedule of payment are set out in Exhibit "C", entitled
"Compensation," which is attached to and made a part of this
Agreement.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall
submi t monthly invoices to the CITY describing the services
performed and the applicable charges (including an identification
of personnel who performed the services, hours worked, hourly
ra tes ,. and reimbursable expenses), based upon the CONSULTANT's
billing rates (set forth in Exhibit "C"). If applicable, the
invoice shall also describe the percentage of completion of each
task. The information in CONSULTANT's payment requests shall be
subject to verification by CITY.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services
shall be performed by CONSULTANT or under CONSULTANT's supervision.
CONSULTANT represents that it possesses the professional and
technical personnel necessary to perform the Services required by
this Agreement and that the personnel have sufficient skill and
experience to perform the Services assigned to them. CONSULTM~T
represents that it, its employees and subconsultants have and shall
maintain during the term of this Agreement all licenses, permits,
qualifications, insurance and approvals of whatever nature that are
legally required to perform the Services.
All of the services to be furnished by CONSULTANT under this
agreement shall meet the professional standard and quality that
prevail among professionals in the same discipline and of similar
knowledge and skill engaged in related work throughout California
under the same or similar circumstances.
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SECTION 11. SUBCONTRACTING.
CONSULTAN"T shall not subcontract any portion of the work to be
performed under this Agreement without the prior written
authorization of the city manager or designee.
SECTION 12. PROJECT MANAGEMENT. CONSULTAN"T will assign Charles
Eitzel as the project director to have supervisory responsibility
for the performance, progress, and execution of the Services. If
circumstances or conditions subsequent to the execution of this
Agreement cause the substitution· of the project director or any
other key personnel for any reason, the appointment of a substitute
project director and the assignment of any key new or replacement
personnel will be subject to the prior written approval of the
CITY's project manager. CONSULTANT, at CITY's request, shall
promptly remove personnel. who CITY finds do not perform the
Services in an acceptable manner, are uncooperative, or present a
threat to the adequate or timely completion of the Project or a
threat to the safety of persons or property.
The city manager will represent CITY for all purposes under this
Agreement. Dave l'1atson is designated as the project manager for
the CITY. The project manager will be CONSULTAN"T's point of
contact with respect to performance, progress and execution of the
Services. The CITY may designate an alternate project manager from
time to time.
SECTION 13. DUTIES OF CITY. To assist CONSULTANT in the performance
of the Services, CITY will furnish or cause to be furnished the
specified services and/or documents described in Exhibit "Alf and
such other available information as may be reasonably requested by
CONSULTAN"T.
SECTION 14. OWNERSHIP OF MATERIALS. All drawings, plans, reports,
specifications, calculations, documents, other materials and
copyright interests developed or discovered by CONSULTANT or any
other person engaged directly or indirectly by CONSULTANT to
perform the services required hereunder shall be and remain the
property of CITY without restriction or limitation upon their use.
Neither CONSULTANT nor its contractors, if any, shall make any of
such materials available to any individual or organization without
the prior written approval of the city manager or designee.
SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any
reasonable time during the term of this Agreement and for three (3)
years thereafter, CONSULTAN"T's records pertaining to matters
covered by this Agreement. CONSULTANT further agrees to maintain
and retain such records for at least three (3) years after the
expiration or earlier termination of this Agreement.
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ensuring that current certificates evidencing the insurance are
provided to CITY's Purchasing Manager during the entire term of
this Agreement.
18.4. The procuring of such required policy or
policies of insurance will not be construed to limit CONSULTANT's
liability hereunder nor to fulfill the indemnification provisions
of this Agreement. Notwithstanding the policy or policies of
insurance, CONSULTANT will be obligated for the full and total
amount of any damage, injury, or loss caused by or directly arising
as a result of the Services performed under this Agreement,
including such damage, injury, or loss arising after the Agreement
is terminated or the term has expired.
SECTION 19. WORKERS' COMPENSATION. CONSULTANT, 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 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 provi~ions, as
applicable, before commencing and during the performance of the
Services.
SECTION 20. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
20.1. The city manager may suspend the performance of
the Services, in ,whole or in part, or terminate this Agreement,
with or without cause, by giving ten (10) days' prior written
notice thereof to CONSULTANT. Upon receipt of such notice,
CONSULTANT will immediately discontinue its performance of the
Services.
20 . 2 . CONSULTANT may terminate thi s Agreement or
suspend its performance of the Services by giving ten (10) days
prior written notice thereof to CITY, but only in the event of a
substantial failure of performance by CITY.
20.3. Upon such suspension or termination, CONSULTANT
shall deliver to the City Manager immediately any and all copies of
studies, sketches, drawings, computations, and other data, whether
or not completed,· prepared by CONSULTANT or its contractors, if
any, or given to CONSULTANT or its contractors, if any, in
connection with this Agreement. Such materials will become the
property of CITY.
20.4. Upon such suspension or termination by CITY,
CONSULTANT will be paid for the Services rendered or materials
delivered to CITY in accordance with the scope of services on or
before the effective date (i.e., 10 days after giving notice) of
suspension or termination; provided, however, if this Agreement is
suspended or terminated on account of a default by CONSULTANT, CITY
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orientation, housing status, marital status, familial status,
weight or height of such person: CONSULTANT acknowledges that it
has read and understands the provisions of Chapter 2.28 of the Palo
Alto Municipal Code relating to Nondiscrimination Requirements and
the penalties for violation thereof, and agrees to meet all
requirements of· Chapter 2.28 pertaining to nondiscrimination in
employment, including completing the form furnished by CITY and set
forth in Exhibi t "E".
SECTION 24. MISCELLANEOUS PROVISIONS.
24.1. This Agreement will. be governed by the laws of
the State of California.
24.2. In the event that an action is brought, the
parties agree that trial of such action will be vested exclusively
in the state courts of California or in the United States District
Court for the Northern District of California in the County of
Santa Clara, State of California.
24.3. The prevailing party in any actio·n brought to
enforce the provisions of this Agreement may recover its reasonable
costs and attorneys' fees expended in connection with that action.
24.4. This document represents the entire and
integrated agreement between the parties and supersedes all prior
negotiations, representations, and contracts, either written or
oral. This document may be amended only by a written instrument,
which is signed by the parties.
24.5. The covenants, terms, conditions and prov~s~ons
of this Agreement will apply to, and will bind, the heirs,
successors, executors, administrators, assignees, and CONSULTANTs,
as the case may be, of the parties.
24.6. If a court of competent jurisdiction finds or
rules that any provision of this Agreement or any amendment thereto
is void or unenforceable, the unaffected provisions of this
Agreement and any amendments thereto will remain in full force and
effect.
24.7. All exhibits referred to in this Agreement and
any addenda, appendices, attachments, and schedules to this
Agreement which, from time to time, may be referred to in any duly
executed amendment hereto are by such reference incorporated in
this Agreement and will be deemed to be a part of this Agreement.
24.8. This Agreement is subject to the fiscal
provisions of the Charter of the City of Palo Alto and the Palo
Alto Municipal Code. This Agreement will terminate without any
penalty (a) at the end of any fiscal year in the event that funds
are not appropriated for the following fiscal year, or (b) at any
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time within a fiscal year in the event that funds are only
appropriated for a portion of the fiscal year and funds for this
Agreement are no longer available. This Section 24.8 shall take
precedence in the event of a conflict with any other covenant,
term, condition, or provision of this Agreement.
IN WITNESS WHEREOF, the parties hereto have by their duly
authorized representatives executed this Agreement on the date
first above written.
APPROVED AS TO FORM:
Senior Asst. City Attorney
APPROVED:
Director of Administrative
Services
Attachments:
EXHIBIT II A" : SCOPE OF WORK
CITY OF PALO ALTO
Assistant City Manager
GEODESY
BY:---l,(9:::::7'-' .~r.21~f.V-F»~-___ _
Name: C't-\.c..'!Za~ f.::",:t7Y\
Ti tle: Q A.\Z4~fJ'..c
(If corporation: President or Vice-President)
By: ________________________ __
Name: ____________________________ __
Title: ________________________ ___
(If corporation: Secretary or ~reasurer)
Taxpayer Identification No.
(Compliance with Corp. Code § 313 is
required if the entity on whose behalf
this contract is signed is a corporation.
In the alternative, a certified corporate
resolution attesting to the signatory
authority of the individuals signing in
their respective capacities is acceptable)
EXHIBIT "B II :
EXHIBIT II C" :
SCHEDULE OF PERFORMANCE
COMPENSATION
EXHIBIT "D"
EXHIBIT "E":
050606 SID 0100369
INSURANCE
NONDISCRIMINATION COMPLIANCE FORM
9
May 2,2005 Exhibit A Page 2
Task 3 also provides time to add file administrative and quality control functions such as
the validation of the Windows shortcuts that connect files in the street address-based
fol?ers to Dox's perm it folders.
Task 4: Avec/Gist End-User Documentation
Existing Encompass GIS documentation is oriented towards those who develop and
support the GIS appl ications. Under this task, two categories of end-user documentation
will be developed: (1) general tool descriptions, and (2) training exercises.
The general tool descriptions will focus on tools used for graphic feature editing in Gist
(used for viewing, reporting, and sketching), Avec (used for feature editing), and Flo
(used for storm drain data editing and analysis). Tool behavior, tool-specific menus, and
tips will be described.
Three discipline-specific training exercises will' be developed usi ng the tool descriptions:
• Cadastral -precision entry for Rights-Of-Way, parcel, and easem ent lines,
• Storm drain -alter a utility network while maintaining network connectivity, and
• Planimetric -create and alter a variety of street features and building outlines.
All documentation will be created in Microsoft Power Point.
Task 5: Avec/Gist End-User Training
Task 5 provides time for Geodesy to perform class room instruction using the training
exercises developed under Task 4.
Task 6: Direct Output to PDF
Under Task 6, software will be developed that creates an Adobe PDF file using a
selected map view or print frame without using a seat-licensed printer driver such as the
one that comes with Adobe Acrobat. This will allow all Encompass applications,
including web services, to create PDF files more directly without per-seat costs.
Task 7: Security Extensions
Task 7 provides time to extend existing user-by-user security to the "related documents"
and "related feature classes" (like owner information) capabilities of the City's GIS
applications.
Task 8: NetMap Security and PDF Printing Extensions
This task provides time to integrate the PDF printing developed under Task 6 and the
document security developed under Task 7 into NetMap, the City's browser-based
mapping application.
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EXHIBIT "8"
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each task within the
number of hours specified below. The number of hours to complete each task may be
increased or decreased by mutual written agreement of the project managers for
CONSULTANT and CITY so long as all work is completed within the term of the
Agreement and the maximum compensation is not exceeded. Any hours worked which
would result in compensation beyond $102,950 shall be at CONSULTANT's cost.
Tasks Number of Hours to Complete
1. BODS TIF File Extraction 172 hours
2. CADStat Extensions 69 hours
3. Dox Extensions 90 hours
4. Avec/Gist End-User Documentation 124 hours
5. Avec/Gist End-User Training 34 hours
6. Direct Outpost to PDF 83 hours
7. Security Extensions 55 hours
8. NetMap Security and PDF Printing
Extensions 83 hours
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EXHIBIT "C"
COMPENSATION
The CITY agrees to compensate the CONSULTANT for professional services
performed in accordance with the terms and conditions of this Agreement,
and as set' forth in the budget schedule below. Compensation shall be
calculated based on the hourly rate schedule attached as exhibit C-1 up to the
not to exceed budget amount for each task set forth below. It is understood
and agreed that the hourly rate includes compensation for any expenses
incurred in providing the Services.
The compensation to be paid to CONSULTANT under this Agreement for all
services described in Exhibit "A" ("Services") and reimbursable expenses shall
not exceed $102,950.00. CONSULTANT agrees to complete all Services,
including reimbursable expenses, within this amount. Any work performed or
expenses incurred for which payment would result in a total exceeding the
maximum amount of compensation set forth herein shall be at no cost to the
CITY.
CONSULTANT shall perform the tasks and categories of work as outlined and
budgeted below. The CITY's GIS Manager, Information Technology may
approve in writing the transfer of budget amounts between any of the tasks or
categories listed below provided the total compensation for the Services,
including reimbursable expenses, does not exceed the maximum total
compensation of $102,950.00.
BUDGET SCHEDULE NOT TO EXCEED AMOUNT
Task 1 $24,940.00
(BODS TIF File Extraction)
Task 2 $10,005,00
(CADStat Extensions)
Task 3 $13,050.00
(Dox Extensions)
Task 4 $17,980.00
(Avec/Gist End-User Documentation)
Task 5 $ 4,930.00
(Avec/Gist End-User Training)
Task 6 $12,035.00
(Direct Outpost to PDF)
Cont.
1
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EXHIBIT C-l
Estimate for FY 05-06
Task
1
2
3
4
5
6
7
8
Description
BODS TIF File Extraction
CADStat Extensions
Dox Extensions
Avec/Gist End-User Documentation
Avec/Gist End-User Training
Direct Output to PDF
Security Extensions
NetMap Security and PDF Printing Extensions
Billing rate: $145 per hour
Page 1
Total:
Hours
172
69
90
124
. 34
83
55
83
710
2-May-05
Cost
24,940.00
10,005.00
13,050.00
17,980.00
4,930.00
12,035.00
7,975.00
12,035.00
102,950.00