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HomeMy WebLinkAboutStaff Report 6950 City of Palo Alto (ID # 6950) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/20/2016 City of Palo Alto Page 1 Summary Title: 5-year Support and Maintenance Contract for Utilities Design and Asset Management System Title: Approval of a Professional Services Contract With CAD Masters, Inc. for the Ongoing Support, Maintenance, Development, and Enhancement of the Geospatial Design and Asset Management System for the Utilities Department in an Amount of $500,000 Per Year for a Total Amount Not To Exceed $2,500,000 for up to Five Years From: City Manager Lead Department: Utilities Recommendation Staff recommends that the City Council approve and authorize the City Manager or his designee to execute a contract with CAD Masters, Inc. in the amount not to exceed $2,500,000 for the five year term. The contract covers on-going support for maintenance, development, and enhancement services of the geospatial design and asset management system for Utilities Department. The total amount for the 5-year contract is not to exceed $2,500,000 for the Capital Improvement Program (CIP) projects WS-02014 (Water, Gas, Wastewater Utility GIS Data), EL- 02011 (Electric Utility GIS), and FO-10001 (Fiber Optic Network). Background Under Contract C10132135, CAD Masters, Inc. developed GIS data models for electric, fiber, water, gas, wastewater, traffic signals, and street lights. These GIS data models are used on a daily basis by Utilities Engineering and Operations staff for design and construction projects. On 10/17/2011, City Council approved Amendments #1-5 to C10132135 to establish a 5-year contract for on-going support and maintenance, development, and enhancement services of the Utilities GIS database and applications. The current 5-year contract will expire on 6/30/2016; therefore a new contract is needed to provide continuous support. Discussion City of Palo Alto Page 2 In 2009 the Utilities Department selected a vendor via a competitive process to provide a geospatial design and data management system to collect, edit, and process utility infrastructure data, and for use as a design and drafting tool. A number of GIS solutions and products were proposed by vendors to meet the City’s needs. At the time the City’s GIS master plan had identified a preference for using AutoCAD-based systems to leverage staff’s familiarity with the product. Staff reviewed the proposals and selected an AutoCAD-based solution (Topobase Client) provided by CAD Masters, Inc. In 2012, Autodesk consolidated Topobase Client with AutoCAD Map 3D, to form AutoCAD Map 3D Enterprise (AME) for customers like CPA who use Oracle to store and manage industry models. AME is a separate system and runs independently of the City’s Enterprise GIS. The off-the-shelf software required extensive configuration to meet the needs and workflows of all utilities managed by the Utilities Department. CAD Masters built the following customized data models: electric, fiber, water, gas, wastewater, traffic signals, and street lights. In addition, CAD Masters, Inc. developed synchronization software to write data back to the City’s Enterprise GIS, in order to maintain the viewing access of Utilities data along with all other City infrastructure data in Enterprise GIS for users who are not familiar with AutoCAD. The Utilities Department is participating in I.T. Department’s current project to evaluate the City’s GIS needs. If the City decides to deviate from the current Enterprise GIS, CAD Masters, Inc. has the capability to develop a web-based browser to synchronize the Utilities data with the future GIS solution. There are a number of functions the Utilities Department performs that require the merging of infrastructure data with infrastructure management programs. As part of the original and 5- year support and maintenance contracts, CAD Masters, Inc. developed custom applications that interfaced ongoing maintenance with infrastructure data in AME. Some of these applications include: EEM (Electric Equipment and Maintenance program that tracks equipment and maintenance activities), SOGen (Service Order Generation program that manages the workflow between WGW Engineering and Operations to generate work orders and track the scheduling of customer connections for Development Services projects), DoxBrowser (Utilities document management system with a search engine to store the images of all types of record drawings and documents), Dark Fiber front-end application, and AUD (Autodesk Utility Design program used by Electric Engineering to generate work orders and prepare cost estimates), Drawing Generation (transfer utilities information from AME to AUD or SOGen to avoid re-drawing the base map or utility features for work orders). These programs have been developed by CAD Masters, Inc. to meet CPAU’s specific needs. In addition, CPAU staff frequently requests additional functionality or enhancement of the applications. CAD Masters, Inc. will provide the professional services upon City’s requests at the hourly rates stated in Exhibit “C-1” to expand/enhance existing applications as part of this contract. CAD Masters, Inc. also provides services to create automated data transformation process to convert GIS data from AME to different formats, so that other third party software can import the GIS data on a regular schedule assigned by the Department. Some examples are: ICOM3 – City of Palo Alto Page 3 A Redzone product used by Wastewater Operations to schedule & document routine maintenance activities, store video-inspection data of infrastructure condition; OMS – Outage Management System used by Electric Engineering and Operations as an analysis and reporting tool such as identifying the outage source based on reported outage locations, predicting outage causes, creating call-back lists to inform customers of the restoration status, generating reports for management and regulatory requirements; GasWorks – network modeling software used by WGW Engineering to analyze the gas distribution system; and WaterCAD – network modeling software used by WGW Engineering to analyze the water distribution system. Due to the complexity and customization work, bringing in another consultant to support the database and all associated applications is not practical. The Purchasing Manager and I.T. Department has reviewed this request. Staff is recommending Council approve an exemption from the City’s competitive solicitation requirements and approval of this contract with CAD Masters, Inc. CAD Masters, Inc. has extensive knowledge of the software and they are very familiar with the Utilities Department’s business processes and workflow. They have been providing outstanding services consistently during the entire contract term. Hiring another consultant could potentially cost the City a significant amount of time and additional money to bring the firm to the same level as CAD Masters, Inc. It is also critical to maintain the continuity to avoid down time or disruption to the database or applications related to mapping, updating, and marking/locating activities. Establishing a new 5-year contract with CAD Masters, Inc. is the only practical way to provide the uninterrupted support. PAMC 2.30.360(b)(2) supports this request for exemption from competitive solicitation due to impracticality because the time necessary to use the competitive solicitation process procedures and requirements would result in a substantial economic loss to the City, or the substantial interference with a required City Operation. The challenge of hiring a different consultant to integrate with the City’s multiple applications was demonstrated in 2011 when an RFI (Request for Information) was sent out to vendors. In that solicitation, ASD’s Purchasing Department asked eight potential providers to determine their interest in submitting a proposal for the subject 5-year contract. Out of the eight inquiries, four companies did not respond to the RFI; three companies declined to submit an offer due to various reasons; and only CAD Masters, Inc. stated that they would provide a proposal. The current 5-year contract with CAD Masters, Inc. will end on June 30th, 2016. A new 5-year contract for FY2017 to FY2021 is necessary to renew their professional services, provided the funds are appropriated in the budget, the consultant is responsive to the contract requirements, and the quality of the work is acceptable during each year of the contract. CAD Masters, Inc. will troubleshoot problems, provide solutions and repairs, enhance existing databases, expand current applications’ functionalities, and develop other applications on an as-needed basis upon City’s requests. The City Manager may suspend the performance of the services, in whole or in part, or terminate the contract, with or without cause, by giving ten (10) days prior written notice thereof to CAD Masters, Inc. Upon receipt of such notice, CAD City of Palo Alto Page 4 Masters, Inc. must immediately discontinue its performance of the services. Resource Impact Funds for the first fiscal year of this contract are available under WS-02014 (Water, Gas, Wastewater Utility GIS Data), EL-02011 (Electric Utility GIS), and FO-10001 (Fiber Optic Network). Funding for subsequent years is subject to annual budget approval by Council for the various CIPs. Policy Implications This recommendation is consistent with the Council-approved Utilities Strategic Plan: BP2: Operate the utility systems safely; BP8: Reduce the cost of delivering service through best management practices; PT3: Ensure employees have adequate tools to perform job duties; PT4: Investigate and adopt innovative technologies. Environmental Review Council’s approval of this contract for database development and maintenance does not meet the definition of a “project” under California Public Resources Code Section 21065, thus California Environmental Quality Act (CEQA) review is not required. Attachments:  Attachment A: C16164375 Cad Masters 2016 (PDF)  Attachment B: Business Impact Assessment (BIA) for CMI (PDF) Professional Services Rev. April 27, 2016 1 CITY OF PALO ALTO CONTRACT NO. C16164375 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND CAD MASTERS, INC. FOR PROFESSIONAL SERVICES This Agreement is entered into on this 1st day of July, 2016, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and CAD MASTERS, INC., a California corporation, located at 1111 Civic Drive, Suite 130, Walnut Creek, CA 94596-3867 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to develop, support, and maintain the City’s Enterprise Geographical Information System (GIS) asset management database (“Project”) and desires to engage a consultant to provide these services in connection with the Project (“Services”). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through June 30, 2021 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 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 and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any 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. ATTACHMENT A Professional Services Rev. April 27, 2016 2 SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed Two Million Five Hundred Thousand Dollars ($2,500,000.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. In the event Additional Services are authorized, the total compensation for Basic Services, Additional Services and reimbursable expenses shall not exceed Two Million Five Hundred Thousand Dollars ($2,500,000.00). The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is attached to and made a part of this Agreement. 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. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit 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 rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set in Exhibit “C-1”). 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. CONSULTANT shall send all invoices to the City’s project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. 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. CONSULTANT represents that it, its employees and subconsultants, if permitted, 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. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. Professional Services Rev. April 27, 2016 3 SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. CONSULTANT 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. CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Michael Self as the Project Supervisor to have supervisory responsibility for the performance, progress, and execution of the Services as the project supervisor to represent CONSULTANT during the day- to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, 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. Professional Services Rev. April 27, 2016 4 CITY’s project manager is Silvia Santos, Utilities Department, Engineering Division, 1007 Elwell Court, Palo Alto, CA 94303, Telephone: 650-566-4520. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. 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. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. 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, CONSULTANT’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. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, Professional Services Rev. April 27, 2016 5 covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer 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. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. 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. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. Professional Services Rev. April 27, 2016 6 19.3. 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. 19.4. 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 will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a “Consultant” Professional Services Rev. April 27, 2016 7 as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CCONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post- consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION Professional Services Rev. April 27, 2016 8 25.1. 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 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 shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. OR 26.1 CONSULTANT is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division’s office of the City of Palo Alto. CONSULTANT shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. CONSULTANT shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. 26.2 CONSULTANT shall comply with the requirements of Exhibit “E” for any contract for public works construction, alteration, demolition, repair or maintenance. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. 27.2. 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 in the County of Santa Clara, State of California. 27.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that Professional Services Rev. April 27, 2016 9 action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 27.4. 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. 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 27.6. 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. 27.7. 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. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this contract with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. 27.10 All unchecked boxes do not apply to this agreement. 27.11 The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. Professional Services Rev. April 27, 2016 10 CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee CAD MASTERS INC. By:___________________________ Name:_________________________ Title:________________________ Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS EXHIBIT “E”: VISA EXHIBIT “F”: INFORMATION PRIVACY POLICY EXHIBIT “G”: SOFTWARE as a SECURITY AND PRIVACY Ts & Cs EXHIBIT “H”: NDA Professional Services Rev. April 27, 2016 11 EXHIBIT “A” SCOPE OF SERVICES INTRODUCTION: This project is to develop, support, and maintain the City’s Enterprise Geographical Information System (GIS) asset management database on a fixed hourly rate and as-needed basis during the upcoming five years (FY2017 through FY2021). The budgeted “not to exceed” contract amount is $500,000 per year ($100,000 per year for each of 5 utilities, WGWEF), for a 5-year contract total of $2,500,000. BACKGROUND INFORMATION (DATA ENGINES AND EXISTING APPLICATIONS): Database Engines:  Oracle 11g  Microsoft SQL Server 2008  Microsoft Access (for maintenance of legacy applications)  Primary Software Applications: Autodesk Map 3D Enterprise, Autodesk AutoCAD Map 3D, Autodesk AutoCAD Civil 3D, Autodesk Utility Design (AUD), and CMI Standards Manager Custom Applications:  Electric data model (Oracle) and front-end application (Map 3D)  Fiber data model (Oracle) and front-end application (Map 3D)  Dark Fiber data model (Oracle) and front-end application (Map 3D)  Water data model (Oracle) and front-end application (Map 3D)  Gas data model (Oracle) and front-end application (Map 3D)  Wastewater data model (Oracle) and front-end application (Map 3D)  Traffic Signals data model (Oracle) and front-end application (Map 3D)  Street Lights data model (Oracle) and front-end application (Map 3D)  WGW Service Order Generation (SOGEN)  Electric Equipment and Maintenance data model (Oracle) front-end application (EEM)  Electric Autodesk Utility Design (AUD)  Document Management System (DMS)  Drawing Generation (DWGGEN) for creating AutoCAD and AUD entities from GIST  Map Locator (custom Google Maps interface on top of AutoCAD)  FME workspaces for import from and export to SAP, ESRI SHP, DWG and Excel  Encompass GIST/Oracle data synchronization  WaterCAD data export  Gas Works data export  ICOM data export  Transformer Purchasing DB data export  SAP data import and export FUTURE APPLICATIONS (Including but not limited to): Web-based access to GIS data Field access to GIS data Professional Services Rev. April 27, 2016 12 1. User Support and Maintenance of Existing Applications and Workflows. 1.1 Oracle DBA ▪ Install and configure Oracle software. ▪ Configure and monitor data backups. ▪ Troubleshoot performance issues. 1.2 AutoCAD Map 3D Enterprise  Install and configure software and software upgrades, provide training, and troubleshoot problems. Assist IT department upon request by the City.  Modify and configure utility data models including water, gas, wastewater, electric, cathodic protection, fiber, street lights, and traffic signals.  Modify and configure display models.  Write, configure, and monitor business rules and workflows.  Write, configure, and monitor software (DWGGEN) to export Oracle utility data to AutoCAD for capital improvement projects.  Configure reports for the various utilities upon request by the City. 1.3 Service Order Generation  Write, configure, and monitor service order generation (SOGEN) software. 1.4 AutoCAD Utility Design  Install and configure software and software upgrades, provide training, and troubleshoot problems. Assist IT department upon request by the City.  Provide customization services for import and export to SAP and report generation.  Write, configure and monitor software to update material catalog prices from SAP.  Write, configure and monitor software to output work order data to Excel. 1.5 Outage Management  Configure and monitor FME workspaces to export electric and base data from Oracle to ESRI ArcSDE for use in the outage management system.  Write, configure, and monitor software to output electric connectivity data for use in the outage management system. 1.6 Electric Equipment Management Database  Write, configure, and monitor database (Oracle) and front-end application (EEM) for electric equipment maintenance. 1.7 Dark Fiber  Write, configure, and monitor database (Oracle) and front-end application (AutoCAD Map 3D) for dark fiber. 2. Data Synchronization, Import, Export 2.1 Write, configure, and monitor software to synchronize Encompass utility data with Oracle. 2.2 Configure and support FME workspaces for export to ESRI SHP, AutoCAD DWG, and Excel. Professional Services Rev. April 27, 2016 13 2.3 Configure and support data export to WaterCAD. 2.4 Write, configure, and monitor software to import SAP utility meter data (installation numbers) into Oracle. 2.5 Configure and support FME workspaces to import SAP consumption data (via a middleware Excel file) for any desired utility into Oracle. 3. Develop new applications, Incorporate new data, Enhance and broaden access. 3.1 Create new applications, workflows, reports, and maps. 3.2 On-board new assets, departments, divisions, and users. 3.3 Develop web-based access to the GIS. 3.4 Develop field access to the GIS. Professional Services Rev. April 27, 2016 14 EXHIBIT “B” SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services on an as-needed basis. The time to complete each milestone or task may be determined by mutual agreement of the project managers for CONSULTANT and CITY, based on difficulties, so long as all work is completed within the term of the Agreement. Milestones Category 1 – User Support & Maintenance of Existing Applications & Workflows Category 2 – Data Synchronization, Import, and Export Category 3 – Develop New Applications, Incorporate New Data, and Enhance Access Professional Services Rev. April 27, 2016 15 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. CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement. BUDGET SCHEDULE NOT TO EXCEED AMOUNT TASK DESCRIPTIONS Estimated Annual Budget: 5 Year Contract Total: Category 1 – User Support & Maintenance of Existing Applications & Workflows $200,000 $1,000,000 Task 1.1 - Oracle Database Administration Task 1.2 - AutoCAD Map 3D Enterprise Task 1.3 - Service Order Generation (SOGEN) Task 1.4 - AutoCAD Utility Design (AUD) Task 1.5 - Outage Management Task 1.6 - Electric Equipment Management Database Task 1.7 - Dark Fiber Task 1.8 - Other Category 2 – Data Synchronization, Import and Export $100,000 $500,000 Task 2.1 - Maintain two-way synchronization between Encompass GIS and Autodesk Map 3D Task 2.2 - Maintain FME workspaces for export to ESRI SHP, DWG and Excel Task 2.3 - Maintain and support data export to WaterCAD Task 2.4 - Maintain software to import SAP Installation Numbers into Oracle Task 2.5 - Maintain FME workspaces to import SAP consumption data for any utility into Oracle Category 3 – Develop New Applications, Incorporate New Data and Enhance Access $200,000 $1,000,000 Task 3.1 - Develop additional applications, workflows, reports, etc. Task 3.2 - On-board new assets, departments, divisions and users. Task 3.3 - Develop and enhance web-based access to the GIS Task 3.4 - Develop and enhance field access to the GIS Total: $500,000 $2,500,000 Professional Services Rev. April 27, 2016 16 Sub-total Basic Services $2,500,000.00 Total Basic Services and Reimbursable expenses $2,500,000.00 Additional Services (Not to Exceed) $0 Maximum Total Compensation $2,500,000.00 REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement Professional Services Rev. April 27, 2016 17 EXHIBIT “C-1” SCHEDULE OF RATES FY 2016/17 – FY 2017/2018 (from July 2016 to June 2018, First 2 Years of 5 Year Term) Junior Engineer: $ 140 per hour Project Engineer: $ 170 per hour Senior Engineer: $ 200 per hour FY 2018/19 – FY 2020/2021 (from July 2018 to June 2021, Last 3 Years of 5 Year Term) Junior Engineer: $ 150 per hour Project Engineer: $ 180 per hour Senior Engineer: $ 210 per hour Professional Services Rev. April 27, 2016 18 EXHIBIT “D” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY Professional Services Rev. April 27, 2016 19 THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON- PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE EMAILED TO: InsuranceCerts@CityofPaloAlto.org PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 Professional Services Rev. April 27, 2016 20 EXHIBIT “E” VISA Professional Services Rev. April 27, 2016 21 Professional Services Rev. April 27, 2016 22 Professional Services Rev. April 27, 2016 23 Professional Services Rev. April 27, 2016 24 Professional Services Rev. April 27, 2016 25 Professional Services Rev. April 27, 2016 26 Professional Services Rev. April 27, 2016 27 EXHIBIT “F” INFORMATION PRIVACY POLICY Professional Services Rev. April 27, 2016 28 Professional Services Rev. April 27, 2016 29 Professional Services Rev. April 27, 2016 30 Professional Services Rev. April 27, 2016 31 Professional Services Rev. April 27, 2016 32 Professional Services Rev. April 27, 2016 33 Professional Services Rev. April 27, 2016 34 Professional Services Rev. April 27, 2016 35 Professional Services Rev. April 27, 2016 36 EXHIBIT “G” SOFTWARE AS A SECURITY AND PRIVACY TERMS AND CONDITIONS SOFTWARE AS A SERVICE SECURITY AND PRIVACY TERMS AND CONDITIONS This Exhibit shall be made a part of the City of Palo Alto’s Professional Services Agreement or any other contract entered into by and between the City of Palo Alto (the “City”) and CAD MASTERS, INC. (the “Consultant”) for the provision of Software as a Service services to the City (the “Agreement”). In order to assure the privacy and security of the personal information of the City’s customers and people who do business with the City, including, without limitation, vendors, utility customers, library patrons and other individuals and businesses, who are required to share such information with the City, as a condition of receiving services from the City or selling goods and services to the City, including, without limitation, the Software as a Service services provider (the “Consultant”) and its subcontractors, if any, including, without limitation, any Information Technology (“IT”) infrastructure services provider, shall design, install, provide, and maintain a secure IT environment, described below, while it renders and performs the Services and furnishes goods, if any, described in the Statement of Work, Exhibit B, to the extent any scope of work implicates the confidentiality and privacy of the personal information of the City’s customers. The Consultant shall fulfill the data and information security requirements (the “Requirements”) set forth in Part A below. A “secure IT environment” includes: (a) the IT infrastructure, by which the Services are provided to the City, including connection to the City's IT systems; (b) the Consultant’s operations and maintenance processes needed to support the environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City. “IT infrastructure” refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate. In the event that, after the Effective Date, the Consultant reasonably determines that it cannot fulfill the Requirements, the Consultant shall promptly inform the City of its determination and submit, in writing, one or more alternate countermeasure options to the Requirements (the “Alternate Requirements” as set forth in Part B), which may be accepted or rejected in the reasonable satisfaction of the Information Security Manager (the “ISM”). Part A. Requirements: The Consultant shall at all times during the term of any contract between the City and the Consultant: Professional Services Rev. April 27, 2016 37 (a) Appoint or designate an employee, preferably an executive officer, as the security liaison to the City with respect to the Services to be performed under this Agreement. (b) Comply with the City’s Information Privacy Policy: (c) Have adopted and implemented information security and privacy policies that are documented, are accessible to the City and conform to ISO 27001/2 – Information Security Management Systems (ISMS) Standards. See the following: http://www.iso.org/iso/home/store/catalogue_tc/catalogue_detail.htm?csnumber=421 03 http://www.iso.org/iso/iso_catalogue/catalogue_tc/catalogue_detail.htm?csnumber=5 0297 (d) Conduct routine data and information security compliance training of its personnel that is appropriate to their role. (e) Develop and maintain detailed documentation of the IT infrastructure, including software versions and patch levels. (f) Develop an independently verifiable process, consistent with industry standards, for performing professional and criminal background checks of its employees that (1) would permit verification of employees’ personal identity and employment status, and (2) would enable the immediate denial of access to the City's confidential data and information by any of its employees who no longer would require access to that information or who are terminated. (g) Provide a list of IT infrastructure components in order to verify whether the Consultant has met or has failed to meet any objective terms and conditions. (h) Implement access accountability (identification and authentication) architecture and support role-base access control (“RBAC”) and segregation of duties (“SoD”) mechanisms for all personnel, systems and software used to provide the Services. “RBAC” refers to a computer systems security approach to restricting access only to authorized users. “SoD” is an approach that would require more than one individual to complete a security task in order to promote the detection and prevention of fraud and errors. (i) Assist the City in undertaking annually an assessment to assure that: (1) all elements of the Services’ environment design and deployment are known to the City, and (2) it has implemented measures in accordance with industry best practices applicable to secure coding and secure IT architecture. (j) Provide and maintain secure intersystem communication paths that would ensure the confidentiality, integrity and availability of the City's information. (k) Deploy and maintain IT system upgrades, patches and configurations conforming to current patch and/or release levels by not later than one (1) week after its date of release. Emergency security patches must be installed within 24 hours after its date of release. (l) Provide for the timely detection of, response to, and the reporting of security incidents, including on-going incident monitoring with logging. (m) Notify the City within one (1) hour of detecting a security incident that results in the unauthorized access to or the misuse of the City's confidential data and information. (n) Inform the City that any third party service provider(s) meet(s) all of the Requirements. Professional Services Rev. April 27, 2016 38 (o) Perform security self-audits on a regular basis and not less frequently than on a quarterly basis, and provide the required summary reports of those self-audits to the ISM on the annual anniversary date or any other date agreed to by the Parties. (p) Accommodate, as practicable, and upon reasonable prior notice by the City, the City’s performance of random site security audits at the Consultant’s site(s), including the site(s) of a third party service provider(s), as applicable. The scope of these audits will extend to the Consultant’s and its third party service provider(s)’ awareness of security policies and practices, systems configurations, access authentication and authorization, and incident detection and response. (q) Cooperate with the City to ensure that to the extent required by applicable laws, rules and regulations, the Confidential Information will be accessible only by the Consultant and any authorized third party service provider’s personnel. (r) Perform regular, reliable secured backups of all data needed to maximize availability of the Services. (s) Maintain records relating to the Services for a period of three (3) years after the expiration or earlier termination of this Agreement and in a mutually agreeable storage medium. Within thirty (30) days after the effective date of expiration or earlier termination of this Agreement, all of those records relating to the performance of the Services shall be provided to the ISM. (t) Maintain the Confidential Information in accordance with applicable federal, state and local data and information privacy laws, rules and regulations. (u) Encrypt the Confidential Information before delivering the same by electronic mail to the City and or any authorized recipient. (v) Unless otherwise addressed in the Agreement, shall not hold the City liable for any direct, indirect or punitive damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the City’s IT environment, including, without limitation, IT infrastructure communications. Professional Services Rev. April 27, 2016 39 EXHIBIT “H” NON-DISCLOSURE AGREEMENT Professional Services Rev. April 27, 2016 40 Professional Services Rev. April 27, 2016 41 Professional Services Rev. April 27, 2016 42 Professional Services Rev. April 27, 2016 43 Professional Services Rev. April 27, 2016 44 CityCenter > Departmental Sites > Information Technology > Information Security Services Business Impact Assessment (BIA) Objective: The objective of the BIA is to ensure the City's data confidentiality integrity, availability of application systems. Guidelines for Completion 1. Sections 1 ­ 4 of the BIA Form shall be completed by the Project Manager (PM) or the activity owner with facilitation support from the Information Security Manager (ISM) 2. Depending upon the outcome of the BIA, the Vendor Information Risk Assessment (VISA) questionnaire may be required to be completed by the external vendor after the vendor is selected: The VISA Questionnaire can be obtained from the SharePoint at: https://paloalto365.sharepoint.com/sites/CityCenter/IT/security/Security%20Shared%20Documents/VISA.docx 3. Upon completion of the BIA the PM shall submit the BIA to the ISM. The ISM will conduct security assessment on the BIA and provide approval along with required security countermeasures to be implemented (if necessary). SECTION 1: GENERAL INFORMATION Project Title:Project Number: Technology Vendor Name:Project Manager Name: Santos, Silvia Technology Product Website:No hyperlink inserted Project SharePoint link:No hyperlink inserted Project / Application Data Custodian: Santos, Silvia User Base: Development Services Office of Emergency Services Public Works Utilities Check all of the user groups that will be utilizing the system. Attachments Appendix E ­ Sole Source & Other Exemptions_20160502.pdf Brief Description of the Project/Technology: SECTION 2: TECHNOLOGY INTEGRATION INFORMATION Critical Assets Integration: Tier 1 ­ Assets: Direct impact on public safety/well being See the following link for description of each tier: https://paloalto365.sharepoint.com/sites/CityCenter/IT/security/Security% 20Shared%20Documents/City%27s%20Critical%20Assets%20Classification.pdf?e=4 Internal Infrastructure Integration: Application System Network Infrastructure Services VPN: Virtual Private Network Access Please select any network or infrastructure integrations with the City that are required for the project 5­year contract for on­going support & mainte… CAD Masters, Inc. This will be a second 5­year contract with CAD Masters, Inc. for on­going support & maintenance, development, and enhancement services of the Utilities geospatial design and asset management system. Page 1 of 3Business Impact Assessment (BIA) -5-year contract for on-going support & maintenance... 5/4/2016https://paloalto365.sharepoint.com/sites/CityCenter/IT/security/Lists/BIA%20_Data/Item/di... ATTACHMENT B External Infrastructure Integration: Not applicable What network(s) will users/systems will reside onto access this project's application (check all that apply) SECTION 3: DATA INFORMATION Data Source: (Where the data will be sourced from) Offsite (vendor) Protected Data Type: Utilities data Please review the link below to understand definition of Protected Data Types: https://paloalto365.sharepoint.com/sites/CityCenter/IT/security/Security%20Shared% 20Documents/Protected%20and%20Confidential%20Information.pdf Data Attributes: Account log­in information Select all of the kinds of data that will be entered, stored and processed within the system. SECTION 4: IMPACT ASSESSMENTS Confidentiality Impact Assessment: Confidentiality Impact Notes: What are the negative impacts/consequences of unauthorized or unintended disclosure of Information?(i.e. Loss of confidentiality) Page 2 of 3Business Impact Assessment (BIA) -5-year contract for on-going support & maintenance... 5/4/2016https://paloalto365.sharepoint.com/sites/CityCenter/IT/security/Lists/BIA%20_Data/Item/di... Public Safety Integrity Impact Assessment: Public Safety Integrity Impact Notes: What are the negative impacts/consequences of unintended errors or deliberate, unauthorized changes to information? (i.e. loss of integrity) Availability Impact Assessment: Public Safety Public Confidence Business Continuity Legal Consequences Regulatory Liability Staff Morale (Citywide) Availability Impact Notes: What are the negative impacts/ consequences of prolonged outage of the system or application? (i.e. loss of availability) Disaster/Outage Impact:>1 day SECTION 5: SECURITY MANAGERS APPROVAL Security Manager's Confidentiality Assessment: Select...Security Manager's Approval Notes: Security Manager's Integrity Assessment: Select... Security Manager's Availability Assessment: Select... Security Manager's Approval:Select... CAD Masters, Inc. already has access to the Utilities database for the past 7 years. They have always kept the utilities information confidential. CAD Masters, Inc. already has access to the Utilities database for the past 7 years. They have always kept the utilities information confidential. It is critical to maintain the continuity to avoid City’s liability related to mapping, updating, and marking/locating activities due to any down time or disruption to the database or applications. Page 3 of 3Business Impact Assessment (BIA) -5-year contract for on-going support & maintenance... 5/4/2016https://paloalto365.sharepoint.com/sites/CityCenter/IT/security/Lists/BIA%20_Data/Item/di...