HomeMy WebLinkAbout2001-09-19 City Council (2)TO:
ATTENTION:
City of Palo Alto
City Manager’s Report
HONORABLE CITY COUNCIL
CITY MANAGER DEPARTMENT: ADMINISTRATIVE
SERVICES
DATE:SEPTEMBER 19, 2001 CMR: 351:01
SUBJECT:APPROVAL OF PROFESSIONAL SERVICES AGREEMENT
WITH GEODESY IN THE AMOUNT OF $102,500 FOR
DEVELOPMENT SUPPORT OF NEW COMPUTER
APPLICATIONS LINKED TO THE GEOGRAPHIC
INFORMATION SYSTEM (GIS)
RECOMMENDATION
Staff recommends that Council approves and authorizes the Mayor to execute the
attached agreement in the amount of $102,500 to a consulting service contract with
Geodesy.
DISCUSSION
Project Description
The Geographic Information System (GIS) provides accurate citywide property and
infrastructure information to all City staff and the public. It is a 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 services to be provided under this agreement will further improve the integration of
the GIS with these and other systems. Additional important information systems have
been identified which require professional services support for similar integration
including the Utilities Customer Information System (CIS), the Fire Department run
maps, and Computer Aided Design and Drafting (CADD) for infrastructure management
applications. This agreement’s scope of work was developed based on input from the
citywide GIS Technical Advisory Committee which guides the prioritization of GIS-
related projects.
CMR:35!:01 Page 1 of 2
Geodesy has been instrumental in the development of Palo Alto’s GIS and related
applications, including many of the applications previously mentioned. The scope of
work under this agreement includes data integration between the GIS and Utilities CIS;
creation of tools to enable the simple exchange of information between the GIS and
CADD tools 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 improved query capabilities for the existing applications. Geodesy’s
unique understanding of the City’s customized GIS system, their experience in
developing GIS applications for the City, and their expertise in the City’s GIS software
environment make it necessary to render the award as a sole source contract.
RESOURCE IMPACT
Tasks under this agreement total $102,500. 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:Agreement
PREPARED BY"
’---DAVE MATSON
GIS Manager; Information Technology
DEPARTMENTAL HEAD APPROVAL:
CARL YEA/~S
Director
CITY MANAGER APPROVAL:.
EMILY HARRISON
Assistant City Manager
CMR:351:01 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 Ge.ographic 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 experience in performing the Services,
and CONTRACTOR has offered to complete the Project on the terms
and in the manner set forth 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, 2002, 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 wil! be in response to the needs
of CITY that arise during the term of the Contract, and each
010907 cl 0032482 1
task shall be performed in a timely manner appropriate 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 "~’, either
decreasing or increasing the amount of work required of
CONTRACTOR. In the event that such changes are ordered, subject
to the approva! ~of CITY’s City Council, as may be required,
CONTRACTOR will be entitled to ful! 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 increase in compensation for substantial changes
wil! be determined in accordance with the provisions of this
Contract. CITY wil! 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 Deliverables, for example, construction plans,
drawings, and specifications, 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 discovered by CITY after the
construction contract is awarded by CITY, will be performed by
CONTRACTOR, as fol!ows: (a) at no cost to CITY insofar as those
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 Additiona! Services, or both, wil!
contribute minor or substantial benefit to the construction
work.
010907 cl 0032482 2
SECTION 3.
CONTRACTOR
QUALIFICATIONS, STATUS, AND 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 individua!, 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 approva!, prior to execution of this Contract, a list
of all individuals and the names of their employers or
principals to be employed as subcontractors.
3.2 In reliance on the representations and warranties
set forth 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 as the
project director to have supervisory responsibility forthe
performance, progress, and execution of the Project.Dr.
Fergusson will also represent CONTRACTOR during the day-to-day
work on the Project. If circumstances or conditions subsequent
to the execution of this Contract cause the substitution of the
project director or 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 all permits and licenses, pay all
charges and fees, and give all notices which may be necessary
and incident to the due and lawfu! prosecution of the Project;
3.4.2 Keep itself fully informed of all existing
and future Federa!, 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
010907 cl 0032482 3
laws,ordinances,
above;and
regulations,orders and decrees mentioned
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 De!iverables.
3.5 Any Deliverables given to, or prepared or
assembled by, CONTRACTOR or its subcontractor’s, if any, under
this Contract wil! become the property of CITY and will not be
made available to any individual or organization by CONTRACTOR
or its subcontractors, if any, without the prior written
approva! of the City Manager.
3.6 CONTRACTOR will provide CITY with three (3)
copies of any documents 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 are a 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. Al!
subcontractors of CONTRACTOR will be deemed to be directly
controlled and supervised by CONTRACTOR, which wil!be
responsible for their performance.If any emp!oyee or
subcontractor of CONTRACTOR fails or refuses to carry outthe
provisions of this Contract or appears to be incompetent orto
act in a disorderly or improper manner, the employeeor
subcontractor will be discharged immediately from further
performance under this Contract on demand of the project
manager.
3.9 In the execution of the Project, CONTRACTOR and
its subcontractors, if any, will at al! times be considered
independent contractors and not agents or employees of CITY.
3.10 CONTRACTOR will 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.
010907 C10032482 4
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
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 of each review and approval task.
CITY’s failure to review and approve within the estimated time
schedule wil! 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
project manager for the City Manager. The project manager wil!
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 wil! 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-
services 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 Five Hundred Dollars ($102,500). 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 Twenty (820) hours.
CONTRACTOR’s work shall follow the time!ines set forth for each
task, as shown on 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.
010907 cl 0032482 5
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.
Payment wil! 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, or both, the parties wil! agree upon
an estimated maximum cost for such extra work or changes.
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 personne! expense of these emp!oyees are salaries
and mandatory and customary benefits such as statutory employee
benefits, insurance, sick leave, holidays and vacations,
pensions and similar benefits.
5.2 The schedule 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 will be made by CITY after CONTRACTOR has submitted all
Deliverables, including, without limitation, reports which have
been approved 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, OWNERSHIP 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 auditing purposes at mutually
convenient times during the term of this Contract and for three
010907 cl 0032482 6
(3) years following the expiration or earlier termination of
this Contract.
6.2 The originals of the Deliverables prepared by or
u~der the direction of CONTRACTOR ~in the performance of this
Contract will become the property of CITY irrespectfve 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
have the 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 al! demands, claims, or liability of
any nature, including death or injury to any person, property
damage or any other !oss, caused by or arising out of
CONTRACTOR’s, its officers’, agents’, subcontractors’ or
employees’ 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 provision 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 provision 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.
010907 cl 0032482 7
SECTION 9.INSURANCE
9.1 CONTRACTOR, at its sole cost and expense, will
obtain and maintain, in ful! force and effect during the term of
this Contract, the insurance coverage described in Exhibit "C",
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
Wil! obtain and maintain, in full force and effect during the
term of this Contract, identical insurance coverage, naming CITY
as an additiona! 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 approval of CITY’s risk manager and will contain
an endorsement stating that the insurance is primary coverage
and will not be canceled or altered by the insurer except after
filing with the CITY’s City Clerk thirty (30) 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.
9.4 The procuring of such required policy or
policies of insurance will not be construed to limit
CONTRACTOR’s.liability hereunder nor to fulfill the
indemnification 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
010907 cl 0032482 8
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.
PROJECT
SECTION ii.TERMINATION OR SUSPENSION OF CONTRACT OR
ii.I The City Manager may suspend the execution of the
Project, in whole or in part, or terminate this Contract, with
or without cause, by giving thirty (30) days’ prior written
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 wil! receive compensation as follows:
11.4.1 For approved items of services, CONTRACTOR
wil! be compensated for each item of service 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
010907 cl 0032482 9
performed, CONTRACTOR will be compensated for each item of
service in an 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.
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
wil! deliver to the city manager immediately any and all copies
of the Deliverables, whether or not completed, prepared by
CONTRACTOR or its subcontractors, if any, or given 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 fulfil! 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 one assignment
wil! 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 wil! not be assignable by operation
of law.
SECTION 13. NOTICES
13.1 All notices hereunder will ~be given, in writing,
and mailed, postage prepaid, by certified mail, addressed as
fol!ows:
To CITY:Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Pa!o Alto, CA 94303
010907 cl 0032482 10
To CONTRACTOR: Attention of the project director
at the address of CONTRACTOR recited above
SECTION 14. CONFLICT OF INTEREST
14.1 In accepting this Contract, CONTRACTOR covenants
that it presently has no interest, and will not acquire any
interest, direct or indirect, financia! 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 financia!
interest under this Contract is an officer or employee of CITY;
this provision wil! 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
15.1 As set forth in the Palo Alto Municipal Code, no
discrimination will be made in the employment of persons under
this Contract because of the age, race, co!or, 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
requirements of the Palo Alto Municipa! Code pertaining to
nondiscrimination in emp!oyment, including completing the
requisite form furnished by CITY and set forth in Exhibit "D".
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
al! Federal and State of California laws
covering nondiscrimination in emp!oyment;
and that [Name of Provider] wil! not
discriminate in the emp!oyment of any person
Under this contract because of the age,
race, color, national origin, ancestry,
religion, disability, sexual preference or
gender of such person."
010907 cl 0032482 1 1
15.3 If CONTRACTOR is found in violation of the
nondiscrimination provisions of the State of California Fair
Emp!oyment Practices Act or similar provisions of Federal law or
executive order in the performance of this Contract, it wil! be
in default of this Contract. Thereupon, CITY will have the
power to cancel or suspend this Contract, in whole or in part,
or to 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 wil! constitute evidence of a breach of this
Contract.
SECTION~I6.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 this
Contract.
16.2 Upon the agreement of the parties, any
controversy or claim arising out of or relating to this Contract
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, excluding 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 of this
Contract may recover its reasonable costs and attorneys’ fees
expended in connection with that action.
O10907 c10032482 12
16.6 This document represents the entire and
integrated Contract 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.
16.7 All provisions of this Contract, whether
covenants or conditions, will be deemed to be both covenants and
conditions.
16.8 The covenants, terms, conditions and provisions
of this Contract wil! 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
wil! be deemed to be a part of this Contract.
16.11 This Contract may be executed in any number of
counterparts, each of which will be an origina!, but all of
which together will constitute one and the same instrument.
16.12 This Contract is subject to the fiscal
provisions of the Charter of the City of Palo Alto and the Palo
Alto Municipa! Code. This Contract wil! terminate without any
penalty (a) at the end of any fisca! 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 fisca! year and funds for
this Contract are no longer available. This Section 16.12 wil!
take precedence in the event of a conflict with any other
covenant, term, condition, or provision of this Contract.
//
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010907 cl 0032482 13
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:
Mayor
GEODESY
Senior Asst. City Attorney
APPROVED :
By:
Its:
Taxpayer I.D. No. 94-3191197
Assistant City Manager
Director of Administrative
Services
Insurance Review
Attachments:
EXHIBIT "A" :
EXHIBIT "B" :
EXHIBIT "C" :
EXHIBIT "D" :
SCOPE OF WORK FOR FISCAL YEAR 200~-2002
SCHEDULE OF RATES AND HOURS PER TASK
INSURANCE
NONDISCRIMINATION COMPLIANCE FORM
010907 cl 0032482 14
CERTIFICATE OF ACKIqOW-LEDC-MENT
Civil Code § 1189)
STATE OF
COUNTY OF
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/On x~2~-~-~-~J’/7, ~ oo/ ,before me,
~, o//. ~-~o , a notary public in and for
sa~d County,personally appeared
pgrsonally ....... known to me (or proved to me on the basis of
satisfactory evidence) to be the person~ whose name(,~) is~
subscribed to the within-instrument, and acknowledged to me that
he/~,~ey executed the same in his/ ~r authorized
capacity(i~), and that by his/her/their signature~ on the
instrument the person{~), or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal.
010905 cl 0032479 3
May 23, 2001 Exhibit A Page 1
Scope of Work for Fiscal Year 2001 - 2002
This scope of work describes the tasks to be performed by Geodesy in support of the
PAGIS project for fiscal year 2001 - 2002. The focus for the year is on the integration of
the GIS with the City’s new drafting application (AutoCAD), on applications designed to
ease the administration of the GIS, and on support for the Planning Department with an
emphasis on the migration of the GIS data into Oracle.
The total cost for this scope of work is $102,500.00. The cost basis is 820 hours at the
rate of $125.00 per hour. Time will be billed on a monthly basis for hours worked.
Task 1:AutoCAD-Based Project Setup
The City has selected AutoCAD as the Computer Aided Drafting replacement for GDS.
The tentative target date for moving engineering project work from GDS to AutoCAD is
January 2002. The City plans to use consulting services and software from CAD
Masters Inc. in support of the new CAD standards and project environment.
In this task, Geodesy will provide software and consulting to create a direct link from
AutoCAD to the GIS data for purposes of seeding engineering projects with GIS data
(project setup).
This development will include:
the integration of the existing GIS View Contents and GIS View Location
components into AutoCAD to allow the GIS graphics to be drawn directly into the
AutoCAD model space (as a backdrop, not as AutoCAD vectors).
support for the creation of a new polygon or the selection of an existing polygon to be
used as a fence for selecting features.
import functions to load the selected features directly into the AutoCAD drawing file
using the standards developed by CAD Masters. The GIS features will be placed on
layers based on the information contained in the CAD Masters CAD/GIS cross-
reference table. This software will be developed using AutoCAD’s embedded VBA
(Visual Basic for Applications).
The GIS data will be displayed directly in the AutoCAD model space, so users do not
have to use a separate application for project setup. Allthe interface elements will be
provided in AutoCAD through the addition of a toolbar.
Task 2:Planning Special Project and Data Migration Support
This task provides support for the Planning Department’s project work and for their GIS
data migration activities.
Project support may include programming, data editing, analysis, and translation.
Recent examples of project work include residential construction activity maps, the
South El Camino Real study, and the reconciliation of the rail corridor parcels with
Metroscan data.
May 23, 2001 Exhibit A Page 2
Possible migration support activities may
¯
include:
data modeling for the Planning themes in the new GIS environment.
translation automation.
programming support for registering the Planning themes to the COGO map for both
graphic and tabular data.
customizing the new GIS environment to support the production of standard map
products such as the Zone Map Book and mailing labels, as well as ad-hoc map
products.
programming support for the creation of cartographic features (like labels).
The project support and data migration work will be performed as authorized and
directed by the Planning Department’s GIS Project Manager.
Task 3:Feature Dictionary Manager
The Feature Dictionary (FD) is a database that contains metadata about the features
managed in the GIS. FD consists of a set of tables that contain information like the
name of the feature classes (e.g. "Assessor Parcels"), the attributes used by every
feature class (e.g. "Diameter" and "Owner"), and the location of the data.
Currently, FD data is managed by editing the FD tables directly in MS Access. This
process can be time consuming and error prone. This task provides for a new interface
that will make maintenance of the dictionary faster, easier, and less error prone.
Task 4:NetMap Upgrades
NetMap is a browser-based application that presents a simple interface for panning and
zooming around the City’s GIS data. The interface was developed to follow the City’s
strictest web standards (fixed size, no plug-ins or frames, ADA compliant).
In this task, Geodesy will upgrade NetMap to improve the performance by decreasing
the time it takes to draw each map view and to add the ability to display textual
information about individual features on the map.
Task 5:GIS Administrator’s QC Application
The City’s GIS data has been migrated from GDS to Oracle over the past year. Now
that it is being maintained exclusively in Oracle, there is a need for bulk data editing and
quality control checks.
Under this task, Geodesy will create an application that provides a framework for
launching various edit and QC operations. Initially, a QC test to identify feature records
that are missing geometry fields will .be developed.
May 23, 2001 Exhibit A Page3
Task 6:Assessor’s Data Loader
Currently, the City’s source for parcel attribute information is Metroscan. Metroscan data
is often out of date when the City receives it and is difficult to automatically export and
load.into the GIS tables that are used by both PAGIS and Accella (the permit tracking
system). The City would prefer to use data provided directly from the Santa Clara
County Assessor’s office.
On a regular basis, the Assessor’s office can provide to the City an ASCII file that
contains their latest parcel data. In order to use the Assessor’s data, the file must be
loaded into a database and the existing data deleted, replaced, or appended. Since the
County’s data model does not match the City’s, this is a tedious, somewhat manual
process.
Under this task, Geodesy will develop an application that will:
provide an administrator’s interface to identify the parcel fields that should be
automatically updated.
¯load the Assessor’s ASCll file into a database.
¯automatically update the identified parcel fields.
¯extract the owner information and update the normalized PAGIS owner table.
¯identify new or deleted parcel records so they may be graphically added or removed
from the GIS.
Task 7:GIS Feature Inter-Relationship Builder
The GIS contains several sets of features that have relationships with other sets of
features. For example, parcels may have one or more addresses, and addresses front
on a single street centerline. These relationships are currently maintained in the GIS
Oracle database by entering, altering or deleting the records directly in the tables. This
is a tedious process that must be performed by a database administrator.
This task provides for the creation of a user interface to add, modify and delete feature
relationships. Through this interface any authorized user will be able to identify features
to be related through a combination of graphic clicks on the map and selections from
lists.
Task 8:Luggage Tag Component
A luggage tag is a grouped set of attribute values displayed as text on a map that is
visually connected to a GIS feature. Geodesy will develop a component that lets the.
user identify the attributes to be included in luggage tags and the tag style. Once the
luggage tag definition is set, the user may place the tag by first clicking on a feature to
be labeled and then dragging the label into place. If the user has opted for a tag style
that includes a leader line, a leader will automatically connect the tag to the feature.
May 23, 2001 Exhibit A Page 4
Task 9:Image Popups
The City has a plethora of scanned documents and digital photos that are related to
features. Examples include scanned Minor Orders and digital photos of heritage trees.
Under this task, Geodesy will develop extensions to existing components to relate the
images to features and to display the images when the user clicks on a feature in the
map. The user will be able to save the image with the GIS data so that it is centrally
backed up and access to images may be controlled through the GIS interface.
These extensions will establish an interface and methodology that could eventually be
applied to non-image files like CAD drawings, word processing files; and spreadsheets.
Task 10:Adjust GPS Application for New Equipment
The City has an existing application that supports the extraction of GIS data for use in
equipment like hand-held GPS or total station survey units, and uploading data gathered
by these remote devices into the GIS. The City is in the process of acquiring and
installing new GPS equipment.
This task provides time to modify and enhance the existing application to use the
selected vendor’s preferred file format. Time to adjust the application interface based on
user feedback is also included.
Task 11:Standard Map Book Printing
Under this task, Geodesy will extend ManyMap, an existing map layout application, to
produce standard map book products like Block Books, Storm Drain maps, and Fire Run
maps. The user will be able to select a map book product and then identify the pages to
be printed. ManyMap will then automatically select a print frame, set the title, set the
scale, extent, and rotation, and finally, add the plots to the selected printer’s queue.
Task 12:Enhance Documentation
This task provides time to update the existing documentation to include the work
completed under this contract.
Exhibit B
Estimate for FY 01-02
Task Description Hours Cost
1 AutoCAD-Based Project Setup 200 25,000
2 Planning Project and Data Migration Support
3 Feature Dictionary Manager 80 10,000
4 NetMap Upgrades 80 10,000
5 GIS Administrator’s QC Application 40 5,000
6 Assessor’s Data Loader 60 7,500
7 GIS Feature Inter-Relationship Builder 60 7,500
8 Luggage Tag Component 80 10,000
9 Image Popups 80 10,000
10 Adjust GPS Application for New Equipment 80 10,000
11 Standard Map Book Printing 20 2,500
12 Enhance Documentation 40 5,000
Total 820 $102,500
Page 1
Exhibit D
FORM 41 0
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, color,
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.
Finn:........(~, (5 o~ ~. ~q DATE:
Title of Officer Signing:.
Signature: ~~~