HomeMy WebLinkAbout2002-06-24 City Council (5)TO:
ATTENTION:
City of Palo Alto
City. Manager’s Report
HONORABLE CITY COUNCIL
CITY MANAGER DEPARTMENT: ADMINISTRATIVE
SERVICES
DATE:
SUBJECT:
June 24,2002 ~CMR: 303:02
APPROVAL OF PROFESSIONAL SERVICES A~REEMENT
WITH GEODESY IN THE AMOUNT OF $102,000 FOR
DEVELOPMENT SUPPORT OF NEW COMPUTER
APPLICATIONS LINKED TO THE GEOGRAPHIC
INFORMATION SYSTEM (GIS)
RECOMMENDATION
Staff recommends that Council approve and authorize the Mayor to execute the attached
agreement in the amount of $102,000 for a consulting service contract with Geodesy for
development support of new computer applications linked to the Geographic Information
System (GIS). ¯
DISCUSSION
Proiect Description
The Geographic Information System (GIS) provides accurate citywide property, utility
and infrastructure information to all City. staff and the public. It isa vital component, of
the CityWorks initiative for infrastructure management, which has been identified as a
Top 5 priority by the City Council. The GIS is a central element of the City’s
information infrastructure that is being integrated with several other major information
systems including the .Permit Tracking System, the Police Computer Aided Dispatch
System, Records Management Systems and numerous infrastructure management
applications. The scope of work under this agreement includes determining data
requirements for integration between the GIS and Utilities CIS; creation of tools to
enable the simple exchange of information between the GIS and CADD systems for use
in designing infrastructure improvement projects such as water, gas sewer and storm
drainage pipeline replacements; simple, standard templates for printed map books and
tools to allow automated printing of entire sets of these books; increased capabilities to
¯ link to-other GIS sot~ware applications for use where their special capabilities are
required; development of macro commands to increase the efficiency of users doing
CMR: 303:02 Page 1 of 2
repetitive tasks such as mapping the installation of new utility services; development of
capability to-access GIS data from the field using common .wireless handheld devices;
revising the GIS feature dictionary to allow the inclusion of information from
surrounding jurisdictions to support the City’s Information Technology Service Provider
(ITSP) initiatives; and improved query capabilities for the existing applications.
SOLE SOURCE CONTRACT
Geodes.y has been instrumental in the development of Palo Alto’s GIS and related
applications, including many of the applications previously mentioned. Geodesy’s
unique understanding of the City’s customized GIS system, experience in developing GIS
applications for the City, and in the City’s GIS software environment make it necessary
to render the award as a sole source contract.
RESOURCE IMPACT
Tasks ur~der .this agreement total $102,000. Funds for this project are budgeted in
Utilities CIPs 0214, 0211 and 0119. and General Fund CIPs 10215 and 19516.
POLICY IMPLICATIONS
This agreement does not represent any change to existing City policies.
ENVIRONMENTAL ASSESSMENT
Approval of this agreement does not constitute a project under the California
Environmental Quality Act (CEQA); therefore, no environmental assessment is required.
ATTACHMENTS
Attachment A:Approval of Professional Services Agreement with Geodesy in
The Amount of $102,000 for Development Support of New
Computer Applications Linked to the Geographic Information
System (GIS)
PREPARED BY:
DAVE MATSON
GIS Manager, Information Technology
DEPARTMENTAL HEAD APPROVAL:
CARL YEAT~
Director
EMILY HARRIS ON
Assistant City Manager
CMR:303:02 Page 2 of 2
CONTRACT NO.
BETWEEN THE CITY OF PALO ALTO AND
GEODESY
FOR GEOGRAPHIC INFORMATION SYSTEM (GIS) SUPPORT
This Contract No. is entered into
by and between the CITY OF PALO ALTO, a
chartered city and a municipal corporation of the State of
California (~CITY"), and GEODESY, a general partnership
(Taxpayer Identification No. 94-3191197), ("CONTRACTOR").
RECITALS:
WHEREAS, CITY desires certain professional services
(~Services") in support of CITY’s Geographic Information
System (GIS) and its conversion, which may include the
preparation and delivery of, without limitation, one or more
sets of documents, drawings, maps, plans, designs,data,
calculations, surveys, specifications, schedules or other
writings ("Deliverables,) (Services and Deliverables are,
collectively, the ~Project"), as more fully described in Exhibit
~A"; and
WHEREAS, CITY desires to engage CONTRACTOR, including
its employees, if any, in providing the Services by reason of
its qualifications and experienge in performing the Services,
and CONTRACTOR has offered to complete the Project on the terms
and in the manner set f~rth herein; -
NOW, THEREFORE, in consideration of the covenants,
terms, conditions,, and provisions of this Contract~ the parties
agree:
SECTION I. TERM
I.i This Contract will commence on the -date of its
execution by CITY, and continue in full force and effect through
June 30, 2003, unless this Contract is earlier terminated by
CITY. Upon the receipt of CITY’s notice to proceed, CONTRACTOR
will commence work on the Project tasks in accordance with the
time schedule set forth in Exhibit ~A". Time is of the essence
of this Contract. It.is understood and agreed that the services
to be performed by CONTRACTOR will be in response.to the needs
of CITY that arise during the term of the Contract, and each
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task ¯shall be performed in a timely manner approjriate to the
need therefor.
SECTION 2.SCOPE OF PROJECT; CHANGES & CORRECTIONS
2.1 The scope of Services and Deliverables
constituting the Project will be performed, delivered or
executed by CONTRACTOR under the phases of the Basic Services as
described below.
2.2 CITY may order substantial changes in the scope
or character of the Services described in Exhibit "A,, either
decreasing or increasing the amount, of work required of
CONTRACTOR. In the event¯that ¯such changes are ordered, subjectto the-approval. of CITY’s City Councfl, as may be required,
CONTRACTOR will be entitied to full compensation for all work
¯ performed prior to.CONTRACTOR’s receipt of the notice of change
and further will be entitled to an extension of the time
schedule. Any increasg.~:fn compensation for substantial changes
will be determined inl;¯accordance with the provisions of this
Contract. CITY will not be liable for the cost or payment of
any change in work, unless the amount of additional compensation¯
attributable to the change in work is agreed to, in writing, by.
CITY before CONTRACTOR commences the performance of any such
change in work.
2.3 Where the Project entails the drafting and
submission ¯of Deiiverables, for example, construction plans,
drawings, andSspecifications, any and all errors, omissions, or
ambiguities in the Deliverables, which are discovered by CITY
before invitations to bid on a construction project (for which
the Deliverables are required) are distributed by CITY, will be
corrected by CONTRACTOR at no cost to CITY,¯ provided CITY gives
notice to CONTRACTOR.
2.4 Any and all errors, Omissions, or ambiguities in
the Deliverables, which are dis’covered by CITY after the
construction contract is awarded by CITY, will¯ be performed by
CONTRACTOR, .as.follows: (a) at no cost to CITY insofar as th6se
Services will result in minor or nonbeneficial changes in the
construction work required of the construction contractor; or
(b) at CITY’s cost insofar as those Services will add a direct
and substantial benefit to the construction work required of the
construction contractor~ The project manager in the reasonable
exercise¯ of his or her discretion will determine whether the
Basic Services or the Additional Services, or both, will
contribute minor or substantial benefit to theconstruction
work.
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SECTION 3.
CONTRACTOR
QUALIFICATIONS, STATUS, A~D DUTIES OF
3.1 CONTRACTOR represents and warrants that it has
the expertise and professional qualifications to furnish or
cause to be furnished the Services and Deliverables. CONTRACTOR
further represents and warrants that the project director and
every individual, including any CONTRACTOR. (including
contractors), charged with the performance of the Services are.
duly licensed or certified by the State of California,~ to- the
extent such licensing .or certification is required by law to
perform the Services, and that the Project will be executed by
them or under their supervision. CONTRACTOR will furnish to
CITY for approval, prior to execution of this Contract, a list
of all individuals and .the names of their employers or
prlncipals to be employed as subcontractors.
3.2 In reliance on the representations and warranties
set fQrth in this Contract, CITY hires CONTRACTOR to execute,
and CONTRACTOR covenants and agrees that it will eXecute or
cause to be executed, the Project.
3.3 CONTRACTOR will assign Charles Eitzel asthe
project director to have supervisory responsibility forthe
performance, progress, and execution Of the Project.If
circumstances or conditions subsequent to the execution ofthis
Contract cause the substitution of the project directoror
project coordinator for any reason, the appointment of a
substitute project director or substitute project coordinator
will be subject to the prior written approval of the project
manager.
3.4 CONTRACTOR represents and warrants that it will:
3.4.1 Procure al~l permits and licenses, pay. all
charges and fees, and give all notices which may be necessary
and incident to the due and lawful prosecution of the Project;
3.4.2 Keep itself fully informed of all existing
and futhre Federal, State of California, and. local laws,
ordinances, regulations, orders, and decrees which may affect
those engaged or employed under this Contract and any materials
used in CONTRACTOR’s performance of the Services;
3.4.3 At all times observe and comply with, and
cause its employees and CONTRACTORs, if any, who °are assigned to
the performance of this Contract to observe and comply with, the
laws, ordinances, regulations, orders and decrees mentioned
above; and
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3.4.4 Report immediately to the project manager,
in writing, any discrepancy or inconsistency it discovers in the
laws, ordinances, regulations, orders, and decrees mentioned
above in relation to the Deliverables.
3.5 City shall have unlimited access to any
Deliverables given to, or prepared or assembled by, CONTRACTOR
or its subcontractor’s, if any, under this Contract.
-3.6 CONTRACTOR will provid@ CITY with three (3)
copies of. any idocuments which are a part Of the Deliverables
upon their completion and acceptance by CITY. ~
3.7 If CItY .requests additional copies of any
documents which area part of the Deliverables, CONTRACTOR will
provide, such additional copies and CITY will compensate
CONTRACTOR for its duplicating costs.
3--~8 CONTRACTOR will be. responsible for employing or
engaging all ..persons necessary to execute the Project All
~ubcontractors of CONTRACTOR will be deemed to be directly
controlledl and supervised by CONTRACTOR, which will be
responsible for their .performance.If any employee or
subcontractor of CONTRACTOR fails or refu~es to carry out the
provisions .of this Contract or appears to be incompetent or to
act in &~disorderly or impropgr manner, the .employee or
subcontractor will be .discharged immediately from further
performance under, this!~.~ontract on demand of the project
manager..
3.9 In the execution of the Project, CONTRACTOR and
its subcontractors, if any, will .at all times be considered
independent contractors and not agents or employees of CITY,:
3.10 CONTRACTOR wilI be responsible .for employing all
subcontractors .deemed necessary to assist CONTRACTOR in the
performance of the Services. The appointment of subcontractors
must be approved, in advance, by CITY, in writing, and must
remain acceptable to CITY. during the term of this Contract.
SECTION 4.DUTIES OF CITY
/
4.1 CITY will furnish or cause to be furnished the
services listed in Exhibit "A" and such information regarding
020604 lh 0053047
its requirements applicable to the Project as may Be reasonably
requested by CONTRACTOR.
4.2 CITY will review and approve, as necessary, in a
timely manner the Deliverables and each phase of work performed
by CONTRACTOR. CITY’s estimated time of review and approval
will be furnished to CONTRACTOR at the time of submission of
each phase of work. CONTRACTOR acknowledges and understands
¯ that the interrelated exchange of information among CITY’s
various departments makes it extremely difficult for CITY to
firmly establish the time ofeach review and approval task.
CITY’s failure to review and approve within the estimated time
schedule will not constitute a default under this Contract.
4.3 The City Manager will represent CITY for all
purposes under this Contract. DAVE MATSON is designated as the
-pro3ect manager fox the City Manager. The project manager will
supervise ~the performance, .progress, and execution of the
Project.
4.4 If CITY observes or otherwise becomes aware of
any default in the performance of CONTRACTOR, CITY will use
reasonable efforts to give written notice thereof to CONTRACTOR
in a timely manner.
SECTION 5.COMPENSATION
5.1 CITY will ’compensate CONTRACTOR for the following
service~ and work:
5.1.1 In consideration of the full performance of.
the Basic Services, including any authorized reimbursable
expenses, CITY will pay CONTRACTOR a fee not to exceed One
Hundred Two. Thousand Dollars ($102,000) in accordance with the
fee schedule set forth. The amount of compensation will be
calculated at the rate of. One Hundred Twenty Five Dollars
($125.00) per .hour on a time and materials basis, up to Eight
Hundred Sixteen. (816) hours. The total cost for CONTRACTOR’s
work including materials shall not exceed the cost per task
identified in Exhibit B, The fees of the subcontractors who
have direct.contractual relationships With CONTRACTOR,. will be
approved, in advance, by CITY. CITY reserves the right to
refuse payment of such fees, if such prior approval is not
obtained by CONTRACTOR.
5.1.2 The full payment of charges for extra work
or changes, or both, in the execution .of the Project will be
made, provided, such request for payment is initiated by
CONTRACTOR and authorized, in writing, by the project manager.
020604 l.h 0053047 5
Payment will be made within thirty (30) days of ’submission by
.CONTRACTOR of a statement, in triplicate, of itemized costs
covering such work or changes, or both. Prior to commencing
such extra work or changes, orboth, the parties wil! agree upon
an estimated maximum cost for such extra work or cha~ges.
CONTRACTOR will not be paid for extra work or changes,
including, without limitation, any design work or change order
preparation., which is made necessary on account of CONTRACTOR’s
errors, omissions, or oversights.
5.1.3 -Direct personnel ¯expense of employees
assigned to the execution of the Project by CONTRACTOR will
include only the work of draftspersons, "specification writers
and typists, in consultation, research and design., work in
producing drawings,- specifications and other documents
pertaining, to the Project,- to the extent such services are
expressly contemplated"under this Contract.Included in the
cost of direct=personnel.expense of these employees are salaries
and mandatory and~cust6mary benefits such as statutory employee
benefits, insurancei sick leave, holidays and .vacations,
pensions and similar benefits.
5.2 The s’chedule of payments will be made as follows:
5.2.1 Payment will be made within thirty (30) days
of submission, in triplicate, of CONTRACTOR’s invoice. Final
payment mill be made by CITY after CONTRACTOR has submitted all
Deliverables, including, without limitation, reports which have
been approvid by the project manager.
5.2.2 No deductions will be made from CONTRACTOR’s
compensation on account of penalties,- liquidated damages, or
other sums withheld by CITY from payments to general
contractors.
SECTION 6.ACCOUNTING, AUDITS, QWNERSHIP OF RECORDS
6.1 Records of the direct personnel expenses and
expenses incurred in connection with the performance of Basic
Services and Additional Services pertaining to the Project will
be prepared, maintained, and retained by CONTRACTOR -in
accordance with generally accepted accounting principles and
will be made available to CITY for auditlng purposes at mutually
convenient times during the term of this Contract and for three
(3) years following the expiration or earlier termination of
this Contract.
6.2 The originals of the Deliverables prepared by or
under the direction of CONTRACTOR in the performance of this
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Contract will become the property of CITY ir9espective of
whether the Project is completed upon CITY’s payment of the
amounts required to be paid to CONTRACTOR. These originals Will
be delivered to CITY without additional compensation. CITY will
havethe right to utilize any final and incomplete drawings,
estimates, specifications, and any other documents prepared
hereunder by CONTRACTOR, but CONTRACTOR disclaims any
responsibility or liability for any alterations or modifications
of such documents.
SECTION 7. INDEMNITY
7.1 CONTRACTOR agrees to protect, indemnify, defend
and hold harmless CITY, its Council members, officers, employees
and agents, from any and all demands, claims, or liability of
any nature, including death or injury to any person, property
damage or any other loss, caused by or arlsing out of
CONTRACTOR’s, its .~ officers’, agents’, subcontractors’ or
employ~e~’ negligent acts, errors, or omissions, or willful
misconduct, or conduct for which applicable law may impose
strict liability on CONTRACTOR in the performance of or failure
to perform its obligations under this Contract.
SECTION 8 WAIVERS
8.1 The waiver by either party of any breach or
violation of any covenant, term, condition or provlsion of this
Contract or of the provisions of any ordinance or-law will not
be deemed to be a waiver of any such covenant, term, condition,
provision, ordinance, or law or of any subsequent breach or
violation of the same or of any other covenant, term, condition,
provision, ordinance or law. The subsequent acceptance by
either party of any fee or other money which may become due
hereunder will not be deemed to be a waiver of any preceding
breach or violation by the other party of any covenant, term,
condition or proyision of this Contract or of any applicable law
or ordinance.
8.2 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 Contract.
SECTION 9. INSURANCE
9.1 CONTRACTOR, at its sole cost and expense, will
obtain and maintain., in full force and effect during the term of
this Contract, the insurance coverage described in Exhibit "C",
020604 lh 0053047
insuring not only CONTRACTOR and its subcontractors, if any, but
also, with the exception of workers’ compensation, employer’s
liability and professional liability insurance, naming CITY as
an additional insured concerning CONTRACTOR’s performance under
this Contract.
9.2 All insurance coverage required hereunder will be
provided through carriers with Best’s Key Rating Guide ratings
of A:VII or higher which are admitted to transact insurance
business in the State of California. Any and all subcontractors
of cONTRACTOR retained to perform Services under this Contract
will obtain.and maintain, in full. force and effect during the
term of this Contract, identical insurance coverage, naming CITY
as an additional insured under such policies as required above.
9.3 Certificates of such .insurance, preferably on the
forms provided by CITY, will be filed with CITY concurrently
with the execution of this Contract. The certificates will be
subject to the: appro~a!, of CITY’s risk manager and will contain
an endorsement stating...that the insurance is primary coverage
and will not be canceledor altered by the insurer except after
filing with the CITY’s City Clerk thirty (30i days’ prior
written notice of such cancellation or alteration, and that the
City of Palo Alto is named as an additional insured except in
policies of. workers’, compensation, employer’s liability, and
professional liability insurance. Current’certificates of such
insurance will be kept on file at all times during the term of
this contract with the city-clerk.
~9~14" The procuring of such required policy or
policies Of insurance will not be Construed to-. limit
CONTRACTOR’s liability hereunder nor to fulfill the
indemnificati.on provisions of this Contract. Notwithstanding
the policy or policies of insurance, CONTRACTOR 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 Contract, including such damage,
injury, or loss arising after the Contract is terminated or the
term has expired.
SECTION i0.WORKERS’ COMPENSATION
i0.i CONTRACTOR, by executing this Contract, 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 provisions, as
applicable, before commencing the performance of the Project.
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PROJECT
SECTION ii. TERMINATION O-R SUSPENSION OF CONTB/kCT OR
ii.I The City Manager ma~ suspend the execution of the
Project, in whole .or in part, or terminate this Contract, with
or without cause, by giving thirty (30) days’ prior written
notice thereof to CONTRACTOR, or immediately after submission to
CITY by CONTRACTOR of any completed item of Services. Upon
receipt of such notice, CONTRACTOR will immediately discontinue
its performance under this Contract.
11.2 CONTRACTOR may terminate this Contract or suspend
its execution of the Project by giving thirty (30) days’ prior
written notice thereof to CITY, but only in the event of a
substantial failure of performance by CITY or in the event CITY
indefinitely withholds .or ~withdraws its request for the
-initiation or continuation¯ of Services.
11.3 Upon such suspension or termination by CITY,
CONTRACTOR will be compensated for the Services performed and
Deliverables received and approved prior to receipt of written
notice from CITY of such .suspension or abandonment,, together
with authorized additional and reimbursable expenses then due.
If the Project is resumed after being suspended, for more than
180 days, any change in CONTRACTOR’s compensation will be
subject to renegotiation and, if necessary, approval of CITY’s
City Council. If this Contract is suspended or terminated on
account of a default by CONTRACTOR, CITY will be obligated to
compensate CONTRACTOR only for that portion of CONTRACTOR’s
services which are of direct and immediate benefit to CITY, as
such determination may be made by the city manager in the
reasonable exercise of his or her discretion.
11.4 In the event of termination of this Contract or
suspension of work on the Project by CITY where CONTRACTOR is
not¯ in default, CONTRACTOR will recelve compensation as follows:
11.4.1 For approved items of services, CONTRACTOR
will be compensated¯ for each item of servlce,fully performed in
the amounts authorized under this Contract.
11.4.2 For approved items of services on which a
notice to proceed is issued by CITY, but which are not fully
performed, CONTRACTOR will be compensated for each item of
service inan amount which bears the same ratio to the total fee
otherwise payable for the performance of the service as the
quantum of service actually rendered bears to the .services
necessary for the full performance of that item of service.
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11.4.3 The total compensation payable under the
preceding paragraphs of this-Section will not exceed the payment
specified under Section 5 for the respective items of service to
be furnished by CONTRACTOR.
11.5 Upon such suspension or termination, CONTRACTOR
will deliver to the city. manager immediately any and all copies
of ~he Deliverables, whether or not completed, prepared by
CONTRACTOR or its subcontractors, if any, or glven to CONTRACTOR
or its subcontractors, .if any, in connection with this Contract.
Such materials will become the property of CITY.
11.6 The failure of CITY to agree with CONTRACTOR’s
independent findings, conclusions, or recommendations, if the
same are called for under this Contract, on the basis of
differences in matters of judgment, will not be construed as a
failure on the part of CONTRACTOR to fulfill its obligations
under this Contract.
SECTION 12. ASSIGNMENT
12.1 This Contract is for the personal services of
CONTRACTOR; therefore, CONTRACTOR will not assign, transfer,
convey, or otherwise dispose of this Contract or any right,
title or interest in or to the same or any part thereof without°
the prior written consent of CITY. A consent to oneassignment
will not be.deemed to be a consent to any subsequent assignment.
Any assignment made Without the approval of CITY will be void
and, at the option of the city manager, this contract may be
terminated. This Contract will not be assignable by operation
of law.
SECTION 13.NOTICES
13.1 All notices hereunder will be given, in writing,
and mailed, posiage prepaid, by Certified mail, addressed as
follows:
TO CITY:Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
To CONTRACTOR: Attention of the project director
at the address of CONTRACTOR recited above
SECTION 14. cONFLICT OF INTEREST
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. 14.1 In accepting this Contract, CONTRACTOR covenanzs
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.
14.2 CONTRACTOR further covenants that, in the
performance of this Contract, it will not employ contractors or
persons having such an interest mentioned above. CONTRACTOR
certifies that no one who has or will have any financial
interest under this. Contract is an officer or employee of CI.TY;
this provislon will be interpreted in accordance with the
applicable provisions of the Palo Alto.Municipal Code and the
Government Code of the State of California.
SECTION 15. NONDISCRIMINATION
~5.1 As set forth in the Palo Aito Municipal Code, no
discrimination will be made in the employment of persons under
this Contract because of the age, race, color, national origin,
ancestry, religion, disability, sexual preference or gender of
such person. If the value of this Contract is, or may be, five
thousand dollars ($5,000) or more, CONTRACTOR agrees to meet all
requ±rements of the Palo Alto Municipal Code pertaining to
nondiscrimination in employment, including completing the
requisite form furnished by CITY and set forth in Exhibit
15.2 CONTRACTOR agrees that each contract for services
from independent providers will contain a provision
substantially as follows:
~[Name of Provider] will provide CONTRACTOR
with a certificate stating that [Name of
Provider]. is currently In compliance with
all Federal and State of California laws
covering nondiscrimination in employment;
and. that [Name of Provider] will not
discriminate in the employment of any person
under this contract because of the age,
race,, color, national origin, ancestry,
religion, disability, sexual preference or
gender of such person."
15.3 If CONTRACTOR is. found in violation of the
nondiscrimination provisions of the State of California Fair
Employment Practices Act or similar provisions of Federal law or
executive order in the performance of this Contract, it will be
in default of this Contract. Thereupon,. CITY will have the
power to cancel or suspend this Contract, in whole or in part,
020604 lh 0053047 1 1
or tQ deduct the sum of twenty-five dollars ($25) for. each
person for each calendar day during which such person was
subjected to discrimination, as damages for breach of contract,
or both. Only a finding of the State of California Fair
Employment Practices Commission or the equivalent federal agency.
or officer will constitute evidence of a breach ofthis
Contract.
SECTION 16.MISCELLANEOUS PROVISIONS
16.1 CONTRACTOR represents and warrants that it has
knowledge of the requirements of the federal Americans with
Disabilities Act of 1990, and the. Government Code and the Health
and Safety Code of the State of California, relating to access
to public buildings and accommodations for disabled persons, and
relating to facilities for disabled persons. CONTRACTOR will
comply with or ensure by its advice that compliance with such
provisions will be effected pursuant to the terms of hhis
Contract.
16.2 Upon the agreement of the parties, any
controversy or claim arising out of or relating to this Conhract
may be settled by arbitration in accordance with the. Rules.of
the American Arbitration Association, and judgment upon the
award rendered by the Arbitrators may be entered in any court
having jurisdiction thereof.
16.3 This Contract will be governed by the laws of the
State of California, excliding its conflicts of law.
16.4 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.
16.5 The prevailing party in any action brought to
enforce the terms of this Contract or arising out ofthis
Contract may recover its reasonable costs and attorneys’fees
expended in connection with that action.
16.6 This document represents the entire and
integrated Contract between the parties and supersedes all prior
negotiations, representations, and contracts, either written or
0ral. This document may be amended only by a written
instrument, which is signed’by the parties.
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16.7 All provisions of this Contrict, whether
covenants or. conditions, will be deemed to be both covenants and
conditions.
16.8 The covenants, terms, conditions and provislons
of this Contract will. apply to, and will bind, the heirs,
successors, executors, administrators, assignees, and
subcontractors, as the case may be, of the parties.
16.9 If a court of competent jurisdiction finds or
rules that any provision of this Contract or any amendment
thereto is void or unenforceable, the unaffected provisions of
this Contract and any amendments thereto will remain in full
force and effect.
16.10 All exhibits referred to in this Contract and
any addendA, appendices, attachments, and schedules which, from
time to time, may be referred to in any duly.executed amendment
hereto are by such reference incorporated in this Contract and
will be deemed to be a part Qf this Contract.
16.11 This Contract may be executed in any number of
counterparts] each of which will be an original, but all of-
which together will constitute one and the same instrument.
16.12 This Contract is subj.ect to the fiscal
provisions Of the Charter of the City of Palo Alto and the Palo
Alto Municipal Code. This Contract will terminate without any
penalty (a) at the end :0f 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 Contract are no longer available. This Section 16.12 will
take precedence in the event of a conflict with any other-
covenant, .term, condition, or-provision of this Contract.
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IN WITNESS WHEREOF, the parties hereto have by their
duly authorized representatives executed this Contract on the
date. first above written.
ATTEST:CITY OF PALO ALTO
City Clerk
APPROVED AS TO FORM:
Senior.Asst. City Attorney
APPROVED:
Assistant City Manager
Mayor
GEODESY
By: ~~ ~\~--~
Its: ~._~_~
Taxpayer I.D. No. 94-3191197
DirectoY of Administrative
Services
Insurance Review
Attachments:
EXHIBIT "A" ¯
EXHIBIT "B" :
EXHIBIT "C" ¯
EXHIBIT "D" :
SCOPE OF WORK. FOR FISCALYEAR 2002-2003
PER TASK BUDGET
INSURANCE
NONDISCRIMINATION COMPLIANCE FORM
020604 lh 0053047 14
CERTIFICATE OF ACKNOWLEDGMENT
(Civil Code § 1189)
STATE OF
COUNTY OF
)
)
)
On ~ /~/2~2___ , 2002 before me, the
undersigned, a~otary public in and for said County, personally
appeared ~ ~..~~
personally known to me (or proved to me on the basis of
satisfactory__evidence) to be the person(~owhose name(~ is/ar~
subscribed to the within instrument, and acknowledged to me that
~-/she/th~ executed the same in his/h~/th~ir authorized
capacity(in, and that by his/~/t~ir signature(~, on the
instrument the person(Mg-, or the entity upon behalf of which the
person(i~ acted, executed the instrument.
WITNESS my hand and official seal.
Santa Clara cc~n~2oO3 L
020604 lh 0053047 15 .
April 25, 2002.Exhibit A Page 1
Scope of Work for Fisca Year 2002 - 2003
This scope of work describes the tasks to be performed by Geodesy in support of the
PAGIS project for fiscal year 2002 - 2003. The focus for the year is on extending
access to the GIS data through Personal Digital Assistant (PDA) devices and on task-
specific automation such as atlas sheet production and Minor Order creation.
The total cost for this scope of work is $102,000.00. The cost basis is 8.16 hours at the
rate of $125,00 per hour.. Time will be billed on a monthly basis for hours worked.
Task :1 : PDA Map
PDA Map will allow City staff to view their existing live GIS data through a set of web
pages designed for use on wireless PDAs. The HTML web pages produced by this
application will be similar to those provided through NetMap, but organized, to fit and be
easy to’use on.a PalmOS:based PDA (like Palm or Visor) or on a Windows CE PDA
(like iPAQ)..,
In brief, PDA Mal~ will support:..
¯char~ging themes (like to a utility, police incident, or permit location theme)
¯zooming to an address by selecting a street and street number from a list
¯zooming to a cross street.by selecting two streets from lists
¯~ooming in.for more map detail ,
¯zooming out for less map detail
¯querying a featdre (like a manhole or parcel) to list its attribute values
¯sh9,w,.i..ng Q.rthophoto.backgrounds (as currently served by the imag.e...S..erver)
PDA M~p Will run on the existing NetMap server PC under IIS. We assume that the City
will provide the PDA devices to be used for prototype development as well as the
wireless connection back to the server.
Additionally, a prototype for the field collection of-attribute information such as pavement
conditions will be developed.
Task 2:. Map Book Automation
This application will provide for printing map books. A map book may contain a cover
sheet and any number of pages (atlas sheets) that match edge-to-edge to provide
continuous coverage of the mapped area (e.g. the Firerun map book or the water valve
map book). The Map Book appliCation will allow users to print one or all the sheets in
any number of map books. Each atlas sheet may have its own scale and rotation.
April 25, 2002 Exhibit A Page 2
Task-3: Multi-Jurisdictional Feature Dictionary Model
The City of Palo Alto has acquired GIS data.from adjoining jurisdictions and is likely to
have on-going relationships that promote data sharing. This task provides for the
development of Feature Dictionaries for each jurisdiction and automation for integrating
these dictionaries with Palo Alto’s. The integrated dictionary will allow users to easily
add adjacent jurisdiction data into GIS views using the View Contents form that is
available in all the existing GIS applications.
Task 4: GIS Administrator’s QC Application - Additional Operations
QC is an existing GIS administrator application that scans Encompass feature tables
and reports and repairs data errors. Currently, the application finds and fixes invalid
dates ’and invalid graphic primitives (like leader lines that should be lines); QC may be
enhanced to:
¯¯.features outside the GIS coordinate range
¯primitives with no vertexes
¯single vertexlines i-
¯invalid polygons (three or fewer vertexes, self intersection, no closing vertex)
¯attribute.values out of range or:not in a legal value list
¯missing nodes at link ends
¯unlinked nodes
Task 5: CD Publisher
The City of Palo Alto would like to publish its GIS data on a periodic basis for use by
........ ¢oii~-ttltaT-rrts~-al~d-~po-ssibty--by~et~m’~btic~"=]~h~btishe~~~’~w ....
application that automatically creates a set of folders either on a hard disk or d rectly on
a CD.that contains the City’s GIS data in the following formats:
¯an Encompass MDB
¯a set of AutoDesk DXF files
¯an Intergraph GeoMediaffie
¯a set of ESRI shape file~
¯a set of ESRI Personal Geodatabase files
Although tr~e CD Publisher will support copying and compressing files in any format, the
orthophotos will not be included on the disk initially due to space limitations. If the City
moves to DVD format or decidest0 produce multiple CDs, CD Publisher can be
configured to include the orthophoto files.
The GIS administrator will control the data to be placed in the CD folders through meta
data.
April 25, 2002 Exhibit A
Task6: Minor Order Automation
Page 3
In FY 2001-2002, Geodesy created macros for the generation of Minor Orders. This
task extends these macros to label utility lines, zoom and rotate the view to parcels
based on a selected list of parcels, and, where possible, automatically fill in street
names.
Task 7: Data Maintenance Macros
A number of macros for the entry of gas and water laterals were created in FY 2001-
2002. These macros place metersgiven an offset from a property line and automatically
place riser, reducer, and service pipe features. This task provides time for enhancing
the existing macros and for creating new macros to speed the placement of other utility
features.
Task 8: AutoCAD Project Setup and DXF Extensions and Support
The City has selected Aut6CAD as its CAD replacement for GDS. In support of this
transition~ CADMasters was retained to implement layer conventions and provide
software to encourage the use of these standards. In conjunction with CADMasters,
Geodesy. provided an application to.display the GIS data directly in the AutoCAD
drawing window for the purpose of selecting features from the GIS to seed infrastructure
CAD projects. This task provides ~ime to extend the CADMasters/Geodesy capabilities
in response to user requests. -
The more active use of AutoCAD has also increased the use of the DXF conversion
software built into the Encompass applications. In addition to the CADMasters
extensions, Geodesy will enhance the DXF In and DXF Out software components to
provide,op.tions~for~sin g!e-.tat~le~imperts,~a.nd~unl~eek.e~l~fe~,~.re~e×pej~-t~s, .....................
Task 9: ESRI Geodatabase Converter
The City of Palo Alto would like to be able to use their ESRI ArcGIS Software in
.conjunction with their GIS data. To this end, Geodesy will implement a two-way
converter between the City’s Encompass. database format and. the Personal
Geodatabase ’format used by ArcGIS 8.x. The converter willallow GIS data to be
exported to the Geodatabase format in either an ad-hoc mode or a more formal, Feature
Dictionary-aware mode. The converter will allow the Geodatabase data to be imported
into Encompass in an ad-hoc mode.
Task 10: CIS/GIS Integration Data Model
The City has an interest in coordinating the location and owner data used in their
Customer Information System (CIS) with the data managed by the GIS. The first step
towards this goal. is to describe the data requirements in both systems. This taskwill
create documentation describing the portion of the two data models that overlap and
suggest possible integration approaches.
.Exhibit B
Estim_ate for FY 02-03 25-Apr-02
Task
1
2
3
4
5
6
7
8
9
10
! Description Cost
i PDA Map _~28,000
~Map Book Automation ...................................._ ....._17,OO_0.
I Multi-Jurisdictio.nal Feature Dictionary Model
I GIS Administrator’s QC Application - Additiona Operations
I CD Publisher
I Minor Order Automation
!Data Maintenance Macros
IAutoCAD Project Setup and DXF Extensions and Support
t ESRI Geodatabase Converter.
I CIS/GIS Integration Data Model
Total Cost:l
3,000
5,000
2,000
5,000
5,000
5,000
5,000
7,000
~102,000
Page 1
Exhibit
ACORD ,.
DIABLO VALLEY INS AGY
PO BOX 23143
PLEASANT HILL, CA 94523
CERTIFICATE OF’ LIABILITY INSURANCE o1/2.;/~.oo2
THIS CEP,.TII’-ICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE C~RTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
GEOD~.SY
ATTN : CHIP EITZEL
8 CALIPORN!A ST, STE 650
S~!q ~CISCO, CA 94111"
;OVERAGES
INSURERS AFFORDING COVERAGE
SCOTTSDALE INS. CO.
THE POLICIES OF INSURANCE USTF-D S~J.OW PAVE BEEN ISSUED TO 7HE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOWVI’~HSTANDING
~ R~QUIREMENT, TERM OR CONDITION OF A~’~* COI’.’[RACT OR OT’~ER DOCUMEJ’,~r WiTH R~SPECT TO WHICH THIS CERTIRCATE MAY BE IS=UFO ORMAY pERTAIN. 7HE IN~LI~’~NCE }M=FORDED BY THE POLICIES DESCRIBED HEREIN I$.,qUSJECT TO ALL THE "HSRM S. EXCLUSIONS ,AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMFrS ,SHOWN MAY HAVE BEEN REDUCED BY PAiD CLAIM~.,. _
CLS0798023
-A BUS. PERS. PROP.CLS0q98023
BUS. IlgC W/EE
12-14-01
12-14-01
12-14-02
12-14-02 ’
GFNEI~,L AGGREGA’{~
=i,000,000
=~00,000
=5,000
$i,000,000
~2,000,000
=2,000,000
$
$
=
$
ORM/ACV
$40,500 DED:$1,O00
~-RTIFICA’H~ HOLDER I I ~.mo~*~ msuR~:=; msu~. LL~rT~.R:
**ADDITIONAL INSUREDe*
CITY OF PALOALTO
250 HAMILTON A~E.
PALO ALTO, CA 94301
~,CORD 25..3
CANCELLATION
~) ACORD CORPORATION 1988
Exhibit D
CERTIFICATION OF NONDISCRIMINATION
Certification of Nondiscrimination:
As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed below
certify that they do not discriminate in employment with regards to age, race, c(~lor, religion, sex,
national origin, ancestry, disability, or sexual preference; that they are in compliance with all
Federal, State, and local directives and executive orders regarding nondiscrimination in
employment.
THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW.
Firm:
Signature:
Name:
Signature:
(PRINT OR TYPE NAME)
Name:
Note:
(PRINT OR TYPE NAME)
California Corporations Code Section 313 requires two corporate officers toexecute
contracts.
*The signature of First Officer* must. be one of the following: Chairman of the
Board; President; or Vice President.
**The signature of the Second Officer** m.ust..be one of the following: Secretary;
Assistant Secretary; Chief Financial Officer," or Assistant Treasurer.
(In the alternative,, a certified corporate resolution attesting to the signatory
authority of the individuals signing in their respective capacities is acceptable)
CITY OF PALO ALTO PAGE 1 OF I