HomeMy WebLinkAboutAgenda Report - February 20, 2013 C-10AGENDA ITEM Co ID
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CITY OF LODI COUNCIL COMMUNICATION
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AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Professional Services
Agreements for Geographical Information System Consulting Services with
Interwest Consulting Group, of Elk Grove ($30,000); and Websoft Developers, Inc.,
of Davis ($42,500)
MEETING DATE:
PREPARED BY:
February 20, 2013
Public Works Director
RECOMMENDED ACTION: Adopt resolution authorizing City Manager to execute professional
services agreements for geographical information system consulting
services with Interwest Consulting Group, of Elk Grove, in the amount
of $30,000; and Websoft Developers, Inc., of Davis, in the amount of $42,500.
BACKGROUND INFORMATION: On March 21, 2012, Council authorized Interwest Consulting Group
(Interwest) to replace the City's outdated geographical information
system (GIS) viewer with Environmental Systems Research
Institute, Inc. (ESRI) software at a cost of $35,475. This work allows more complex GIS functionality and
is now the foundation for expanding department specific GIS capabilities.
On November 21, 2012, Council authorized the Electric Utility Department to initiate the first department
specific GIS project since the viewer upgrade. This multi -phased project (costing $72,000 for Phase 1) has
ESRI consultants performing necessary tasks to implement GIS for Electric Utility operations. The project
is intended to improve operational reliability and efficiency of the City's electrical distribution system.
The Public Works Department is proposing to expand GIS capabilities for wastewater operations by
contracting with Websoft Developers, Inc., (Websoft) to perform GIS database design and integration of
wastewater assets with the utility's existing computer maintenance and management software. This
project will streamline utility operations and will be the foundation for implementing remote work order
and asset management using mobile tablets. The cost to perform this work is $42,500.
The work associated with implementing department specific GIS projects is very technical and specialized;
and various consultants will be performing the work. In order to assure consistency in database design
and department -wide access to non -sensitive GIS data, the GIS committee recommends the City contract
with Interwest to provide oversight and support services for the various GIS projects. The annual cost to
perform these services will be on an hourly basis not to exceed $30,000.
FISCAL IMPACT: Implementation of GIS will improve operational reliability and environmental
compliance within the wastewater utility. The oversight and support
services will maintain the integrity of City-wide GIS system operations as
department specific projects are implemented.
FUNDING AVAILABLE: Funding for the Websoft contract ($42,500) is budgeted and available in the
Wastewater Operations fund. Funding for the Interwest contract ($30,000)
APPROVED:
nradt Bartlam, City Manager
K:\WPkCOUNCIL\2013\gis—Contract—intbrwest_websoft—.doc 2/11/2013
Adopt Resolution Authorizing City Manager to Execute Professional Services Agreements for
Geographical Information System Consulting Services with Interwest Consulting Group, of Elk Grove
($30,000); and Websoft Developers, Inc., of Davis ($42,500)
February 20, 2013
Page 2
will be expended on an as -needed basis from department operating
accounts as specific work is performed.
'A.=� L=4
Jordan Ayers
Deputy City Manager/Internal Services Director
ten_.- —
F. Wall Sandelin
Public Works Director
Prepared by Charles E. Swimley, Jr., City Engineer/Deputy Public Works Director
FWS/CES/pmf
cc: Charles E. Swim ley, Jr., Fngineer/Deputy Public Works Director
Gary Wiman, Construction Manager
K:\WP\COUNCIL\2013\gis—contract—interwest—websoft—.doc 2/11/2013
AGREEMENT FOR PROFESSIONAL SERVICES
ARTICLE 1
PARTIES AND PURPOSE
Section 1.1 Parties
THIS AGREEMENT is entered into on , 2013, by and between the CITY
OF LODI, a municipal corporation (hereinafter "CITY"), and INTERWEST CONSULTING
GROUP (hereinafter "CONTRACTOR").
Section 1.2 Purpose
CITY selected the CONTRACTOR to provide the services required in
accordance with attached Scope of Services, Exhibit A, attached and incorporated by
this reference.
CITY wishes to enter into an agreement with CONTRACTOR for On Call GIS
Technology Services (hereinafter "Project") as set forth in the Scope of Services
attached here as Exhibit A. CONTRACTOR acknowledges that it is qualified to provide
such services to CITY.
ARTICLE 2
SCOPE OF SERVICES
Section 2.1 Scope of Services
CONTRACTOR, for the benefit and at the direction of CITY, shall perform the
Scope of Services as set forth in Exhibit A.
Section 2.2 Time For Commencement and Completion of Work
CONTRACTOR shall commence work pursuant to this Agreement, upon receipt
of a written notice to proceed from CITY or on the date set forth in Section 2.6,
whichever occurs first, and shall perform all services diligently and complete work under
this Agreement based on a mutually agreed upon timeline or as otherwise designated in
the Scope of Services.
CONTRACTOR shall submit to CITY such reports, diagrams, drawings and other
work products as may be designated in the Scope of Services.
CONTRACTOR shall not be responsible for delays caused by the failure of CITY
staff to provide required data or review documents within the appropriate time frames.
The review time by CITY and any other agencies involved in the project shall not be
1
counted against CONTRACTOR's contract performance period. Also, any delays due to
weather, vandalism, acts of God, etc., shall not be counted. CONTRACTOR shall
remain in contact with reviewing agencies and make all efforts to review and return all
comments.
Section 2.3 Meetings
CONTRACTOR shall attend meetings as may be set forth in the Scope of
Services.
Section 2.4 Staffing
CONTRACTOR acknowledges that CITY has relied on CONTRACTOR's
capabilities and on the qualifications of CONTRACTOR's principals and staff as
identified in its proposal to CITY. The Scope of Services shall be performed by
CONTRACTOR, unless agreed to otherwise by CITY in writing. CITY shall be notified
by CONTRACTOR of any change of Project Manager and CITY is granted the right of
approval of all original, additional and replacement personnel at CITY's sole discretion
and shall be notified by CONTRACTOR of any changes of CONTRACTOR's project staff
prior to any change.
CONTRACTOR represents it is prepared to and can perform all services within
the Scope of Services (Exhibit A) and is prepared to and can perform all services
specified therein. CONTRACTOR represents that it has, or will have at the time this
Agreement is executed, all licenses, permits, qualifications, insurance and approvals of
whatsoever nature are legally required for CONTRACTOR to practice its profession, and
that CONTRACTOR shall, at its own cost and expense, keep in effect during the life of
this Agreement all such licenses, permits, qualifications, insurance and approvals, and
shall indemnify, defend and hold harmless CITY against any costs associated with such
licenses, permits, qualifications, insurance and approvals which may be imposed against
CITY under this Agreement.
Section 2.5 Subcontracts
Unless prior written approval of CITY is obtained, CONTRACTOR shall not enter
into any subcontract with any other party for purposes of providing any work or services
covered by this Agreement.
Section 2.6 Term
The term of this Agreement commences on March 1, 2013 and terminates upon
the completion of the Scope of Services or on February 28, 2014, whichever occurs first.
ARTICLE 3
COMPENSATION
Section 3.1 Compensation
CONTRACTOR's compensation for all work under this Agreement shall conform
to the provisions of the Fee Proposal, attached hereto as Exhibit B and incorporated by
this reference.
CONTRACTOR shall not undertake any work beyond the scope of this
Agreement unless such additional work is approved in advance and in writing by CITY.
Section 3.2 Method of Payment
CONTRACTOR shall submit invoices for completed work on a monthly basis, or
as otherwise agreed, providing, without limitation, details as to amount of hours,
individual performing said work, hourly rate, and indicating to what aspect of the Scope
of Services said work is attributable. CONTRACTOR's compensation for all work under
this Agreement shall not exceed the amount of the Fee Proposal.
Section 3.3 Costs
The Fee Proposal shall include all reimbursable costs required for the
performance of the Scope of Services. Payment of additional reimbursable costs
considered to be over and above those inherent in the original Scope of Services shall
be approved in advanced and in writing, by CITY.
Section 3.4 Auditing
CITY reserves the right to periodically audit all charges made by CONTRACTOR
to CITY for services under this Agreement. Upon request, CONTRACTOR agrees to
furnish CITY, or a designated representative, with necessary information and assistance
needed to conduct such an audit.
CONTRACTOR agrees that CITY or its delegate will have the right to review,
obtain and copy all records pertaining to performance of this Agreement.
CONTRACTOR agrees to provide CITY or its delegate with any relevant information
requested and shall permit CITY or its delegate access to its premises, upon reasonable
notice, during normal business hours for the purpose of interviewing employees and
inspecting and copying such books, records, accounts, and other material that may be
relevant to a matter under investigation for the purpose of determining compliance with
this requirement. CONTRACTOR further agrees to maintain such records for a period of
three (3) years after final payment under this Agreement.
3
ARTICLE 4
MISCELLANEOUS PROVISIONS
Section 4.1 Nondiscrimination
In performing services under this Agreement, CONTRACTOR shall not
discriminate in the employment of its employees or in the engagement of any sub
CONTRACTOR on the basis of race, color, religion, sex, sexual orientation, marital
status, national origin, ancestry, age, or any other criteria prohibited by law.
Section 4.2 ADA Compliance
In performing services under this Agreement, CONTRACTOR shall comply with
the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well
as all applicable regulations and guidelines issued pursuant to the ADA.
Section 4.3 Indemnification and Responsibility for Damage
CONTRACTOR to the fullest extent permitted by law, shall indemnify and hold
harmless CITY, its elected and appointed officials, directors, officers, employees and
volunteers from and against any claims, damages, losses, and expenses (including
reasonable attorney's fees), arising out of performance of the services to be performed
under this Agreement, provided that any such claim, damage, loss, or expense is
caused by the negligent acts, errors or omissions of CONTRACTOR, any subcontractor
employed directly by CONTRACTOR, anyone directly or indirectly employed by any of
them, or anyone for whose acts they may be liable, except those injuries or damages
arising out of the active negligence of the City of Lodi or its officers or agents.
Section 4.4 No Personal Liability
Neither the City Council, nor any other officer or authorized assistant or agent or
City employee shall be personally responsible for any liability arising under this
Agreement.
Section 4.5 Responsibility of CITY
CITY shall not be held responsible for the care or protection of any material or
parts of the work described in the Scope of Services prior to final acceptance by CITY,
except as expressly provided herein.
Section 4.6 Insurance Requirements for CONTRACTOR
CONTRACTOR shall take out and maintain during the life of this Agreement,
insurance coverage as set forth in Exhibit C attached hereto and incorporated by this
reference.
n
Section 4.16 Integration and Modification
This Agreement represents the entire understanding of CITY and
CONTRACTOR as to those matters contained herein. No prior oral or written
understanding shall be of any force or effect with respect to those matters covered
hereunder. This Agreement may not be modified or altered except in writing, signed by
both parties.
Section 4.17 Contract Terms Prevail
All exhibits and this Agreement are intended to be construed as a single
document. Should any inconsistency occur between the specific terms of this
Agreement and the attached exhibits, the terms of this Agreement shall prevail.
Section 4.18 Severability
The invalidity in whole or in part of any provision of this Agreement shall not void
or affect the validity of any other provision of this Agreement.
Section 4.19 Ownership of Documents
All documents, photographs, reports, analyses, audits, computer media, or other
material documents or data, and working papers, whether or not in final form, which
have been obtained or prepared under this Agreement, shall be deemed the property of
CITY. Upon CITY's request, CONTRACTOR shall allow CITY to inspect all such
documents during CONTRACTOR's regular business hours. Upon termination or
completion of services under this Agreement, all information collected, work product and
documents shall be delivered by CONTRACTOR to CITY within ten (10) calendar days.
CITY agrees to indemnify, defend and hold CONTRACTOR harmless from any
liability resulting from CITY's use of such documents for any purpose other than the
purpose for which they were intended.
Section 4.20 Authority
The undersigned hereby represent and warrant that they are authorized by the
parties to execute this Agreement.
Section 4.21 Federal Transit Funding Conditions
❑ If the box at left is checked, the Federal Transit Funding conditions attached as
Exhibit apply to this contract. In the event of a conflict between the terms of this
contract or any of its other exhibits, and the Federal Transit Funding Conditions, the
Federal Transit Funding Conditions will control.
7
IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this
Agreement as of the date first above written.
ATTEST:
RANDIJOHL
City Clerk
CITY OF LODI, a municipal corporation
KONRADT BARTLAM, City Manager
APPROVED AS TO FORM: INTERWEST CONSULTING GROUP
D. STEPHEN SCHWABAUER, City Attorney
JANICE D. MAGDICH, Deputy City Attorney
By: By:
Name:
Title:
Attachments:
Exhibit A - Scope of Services
Exhibit B - Fee Proposal
Exhibit C - Insurance Requirements
Funding Source:
(Business Unit & Account No.)
pinI a
CA:rev.01.2012
8
INTERWEST CONSULTING GROUP
GIS SOLUTIONS TEAM
CITY OF LODI, CA
GIS STEERING COMMITTEE
SCOPE AND QUOTATION FOR:
ON CALL GIS TECHNOLOGY SERVICES
Introduction
EXHIBIT A
INTERWEST CONSULTING GROUP
January 30, 2013
This proposal includes the cost for On Call GIS Technology Services. The City can immediately begin
utilizing Interwest GIS support for known GIS projects and training needs. Additionally Interwest will
work with City staff to identify any priority recommendations to be included in future requests for
service..
As part of this on call GIS service contract Interwest will provide system updates to the Geocortex
software as needed. When Latitude Geographics releases upgrades to that are needed to support the
Lodi GIS viewers, Interwest will implement them at no cost to the city.
Scope of Services
On call Services- - Interwest will provide ongoing GIS Technology support to the city as needed to
further the growth of the city's GIS program. At the request of the City, Interwest will provide
strategic support and technical implementation in support of the City's GIS. The tasks to be included
in these on call services shall relate to the following areas of service:
• Strategic Support and Planning
• Infrastructure and System administration
• Data maintenance and development
• Project Management of GIS projects and GIS integration.
• GIS Viewer expansion and modifications
• Geocortex software Administration
• Database, Server and Network Consultation
• GIS Training
Interwest Consulting Group EXHIBIT B
Cost
Title
Hourly Rate
GIS Project Manager
$120
Sr. GIS Analyst
$105
GIS Analyst
$85
GIS Technician
$55
Database/Network Engineer
$105
On Call GIS Services Not to Exceed
$30,000
Request for Services
Interwest will provide a simple request template that can be submitted by email. The city shall
designate a representative(s) that will authorize the request for services. For ongoing or repetitive
tasks a single request for service can be submitted specifying the regular needs. (i.e. monthly webmap
updates).
Invoicing
Interwest will complete the request for services and submit a monthly invoice. This will be tracked
against the not to exceed amount. When the remaining balance is below $5,000 Interwest Accounting
will provide an alert regarding the remaining balance.
Ongoing Support
If custom applications or processes are created during the on-call service period, Interwest will provide
an additional 30 day warranty after the on-call service agreement ends. As such our staff will provide
remote support (phone and/or remote login) to repair the application or process as needed to ensure its
stability. After the 30 day warranty period, support of custom applications and processes will be billed
hourly.
2
EXHIBIT C
Insurance Requirements for Contractor The Contractor shall take out and maintain during the life of this contract,
insurance coverage as listed below. These insurance policies shall protect the Contractor and any subcontractor
performing work covered by this contract from claims for damages for personal injury, including accidental death, as
well as from claims for property damages, which may arise from Contractor's operations under this contract, whether
such operations be by Contractor or by any subcontractor or by anyone directly or indirectly employed by either of
them, and the amount of such insurance shall be as follows:
COMPREHENSIVE GENERAL LIABILITY 2. COMPREHENSIVE AUTOMOBILE LIABILITY
$1,000,000 Ea. Occurrence $1,000,000 Bodily injury - Ea. Person
$1,000,000 Bodily Injury - Ea. Occurrence
$1,000,000 Aggregate $1,000,000 Property Damage - Ea. Occurrence
NOTE: Contractor agrees and stipulates that any insurance coverage provided to the City of Lodi shall provide for a
claims period following termination of coverage which is at least consistent with the claims period or statutes of
limitations found in the California Tort Claims Act (California Government Code Section 810 et seq.).
NOTE: (1) The street address of the CITY OF LODI must be shown along with (a) and (b) above: 221 West Pine
Street, Lodi, California, 95241-1910; (2) The insurance certificate must state, on its face or as an endorsement, a
description of therp oiect that it is insuring.
A copy of the certificate of insurance with the following endorsements shall be furnished to the City:
(a) aryd Ir&ymd. End6
Su4h. insurance as is afforded .bythlapolicy shall also apply to the City of Lodi, its elected and appointed
Boards, Commissions, Officers, Agents, Employees, and Volunteers as additional named insureds.
(This endorsement shall be on a form furnished to the City and shall be included with Contractors policies.)
(b) Primary Insurance Endorsement
Such insurance as is afforded by the endorsement for the Additional Insureds shall apply as primary insurance.
Any other insurance maintained by the City of Lodi or its officers and employees shall be excess only and not
contributing with the insurance afforded by this endorsement.
(c) Severability of Interest Clause
The term "insured" is used severally and not collectively, but the inclusion herein of more than one insured shall
not operate to increase the limit of the company's liability.
(d) Notice of Cancellation or Change in Coverage Endorsement
This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice
of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 W. Pine St., Lodi, CA
95240.
Corng2ogfioo IMminlee The Contractor shall take: out and maintein during UTS life of this contract, Worker's
Corripiensadon Insurance for all of Contractor`s .employees employed. at the site of the project and, if arty work is
sublet. Contractor shalt require the subcontractor s€miijrly to. pi'Gv3de Work#ft Compensation Insurance for all of the
Tatter's employees unless. such.empitiyees am covered -by the protection afforded by the Ccnica or. In case any
class of employees engaged in hazardous work .under this contmet at. the site cfthe protect is nat protected under the
Worker'sCai'rlpettsation 5_UW. te, the Contractor shall provide and shall cause each subcontractor to provide
€nsurance for the protection of. said .employees. This policy may not be canceled nor the coverage reduced by the
compariy without 30 days' prior written notice of such cancellation or reduction in coverage to the Risk Manager, City
of Lodi, 221 W. Pine St., Lodi, CA 95240. A Waiver of Subrogation against the City of Lodi is required.
NOTE: No contract agreement will be signed nor will any work begin on a project until the proper insurance certificate
is received by the City.
AGREEMENT FOR PROFESSIONAL SERVICES
ARTICLE 1
PARTIES AND PURPOSE
Section 1.1 Parties
THIS AGREEMENT is entered into on , 2013, by and between the CITY
OF LODI, a municipal corporation (hereinafter "CITY"), and Websoft Developers, Inc.
(hereinafter "CONTRACTOR").
Section 1.2 Purpose
CITY selected the CONTRACTOR to provide the services required in
accordance with attached Scope of Services, Exhibit A, attached and incorporated by
this reference.
CITY wishes to enter into an agreement with CONTRACTOR for Geographical
Information System (GIS) geodatabase design of wastewater assets and integration of
CarteGraph computer maintenance management software for wastewater infrastructure
(hereinafter "Project") as set forth in the Scope of Services attached here as Exhibit A.
CONTRACTOR acknowledges that it is qualified to provide such services to CITY.
ARTICLE 2
SCOPE OF SERVICES
Section 2.1 Scope of Services
CONTRACTOR, for the benefit and at the direction of CITY, shall perform the
Scope of Services as set forth in Exhibit A.
Section 2.2 Time For Commencement and Completion of Work
CONTRACTOR shall commence work pursuant to this Agreement, upon receipt
of a written notice to proceed from CITY or on the date set forth in Section 2.6,
whichever occurs first, and shall perform all services diligently and complete work under
this Agreement based on a mutually agreed upon timeline or as otherwise designated in
the Scope of Services.
CONTRACTOR shall submit to CITY such reports, diagrams, drawings and other
work products as may be designated in the Scope of Services.
CONTRACTOR shall not be responsible for delays caused by the failure of CITY
staff to provide required data or review documents within the appropriate time frames.
The review time by CITY and any other agencies involved in the project shall not be
1
counted against CONTRACTOR's contract performance period. Also, any delays due to
weather, vandalism, acts of God, etc., shall not be counted. CONTRACTOR shall
remain in contact with reviewing agencies and make all efforts to review and return all
comments.
Section 2.3 Meetings
CONTRACTOR shall attend meetings as may be set forth in the Scope of
Services.
Section 2.4 Staffing
CONTRACTOR acknowledges that CITY has relied on CONTRACTOR's
capabilities and on the qualifications of CONTRACTOR's principals and staff as
identified in its proposal to CITY. The Scope of Services shall be performed by
CONTRACTOR, unless agreed to otherwise by CITY in writing. CITY shall be notified
by CONTRACTOR of any change of Project Manager and CITY is granted the right of
approval of all original, additional and replacement personnel at CITY's sole discretion
and shall be notified by CONTRACTOR of any changes of CONTRACTOR's project staff
prior to any change.
CONTRACTOR represents it is prepared to and can perform all services within
the Scope of Services (Exhibit A) and is prepared to and can perform all services
specified therein. CONTRACTOR represents that it has, or will have at the time this
Agreement is executed, all licenses, permits, qualifications, insurance and approvals of
whatsoever nature are legally required for CONTRACTOR to practice its profession, and
that CONTRACTOR shall, at its own cost and expense, keep in effect during the life of
this Agreement all such licenses, permits, qualifications, insurance and approvals, and
shall indemnify, defend and hold harmless CITY against any costs associated with such
licenses, permits, qualifications, insurance and approvals which may be imposed against
CITY under this Agreement.
Section 2.5 Subcontracts
Unless prior written approval of CITY is obtained, CONTRACTOR shall not enter
into any subcontract with any other party for purposes of providing any work or services
covered by this Agreement.
Section 2.6 Term
The term of this Agreement commences on March _, 2013 and terminates
upon the completion of the Scope of Services or on May 15, 2013, whichever occurs
first.
2
ARTICLE 3
COMPENSATION
Section 3.1 Compensation
CONTRACTOR's compensation for all work under this Agreement shall conform
to the provisions of the Fee Proposal, attached hereto as Exhibit B and incorporated by
this reference.
CONTRACTOR shall not undertake any work beyond the scope of this
Agreement unless such additional work is approved in advance and in writing by CITY.
Section 3.2 Method of Payment
CONTRACTOR shall submit invoices for completed work on a monthly basis, or
as otherwise agreed, providing, without limitation, details as to amount of hours,
individual performing said work, hourly rate, and indicating to what aspect of the Scope
of Services said work is attributable. CONTRACTOR's compensation for all work under
this Agreement shall not exceed the amount of the Fee Proposal.
Section 3.3 Costs
The Fee Proposal shall include all reimbursable costs required for the
performance of the Scope of Services. Payment of additional reimbursable costs
considered to be over and above those inherent in the original Scope of Services shall
be approved in advanced and in writing, by CITY.
Section 3.4 Auditing
CITY reserves the right to periodically audit all charges made by CONTRACTOR
to CITY for services under this Agreement. Upon request, CONTRACTOR agrees to
furnish CITY, or a designated representative, with necessary information and assistance
needed to conduct such an audit.
CONTRACTOR agrees that CITY or its delegate will have the right to review,
obtain and copy all records pertaining to performance of this Agreement.
CONTRACTOR agrees to provide CITY or its delegate with any relevant information
requested and shall permit CITY or its delegate access to its premises, upon reasonable
notice, during normal business hours for the purpose of interviewing employees and
inspecting and copying such books, records, accounts, and other material that may be
relevant to a matter under investigation for the purpose of determining compliance with
this requirement. CONTRACTOR further agrees to maintain such records for a period of
three (3) years after final payment under this Agreement.
3
ARTICLE 4
MISCELLANEOUS PROVISIONS
Section 4.1 Nondiscrimination
In performing services under this Agreement, CONTRACTOR shall not
discriminate in the employment of its employees or in the engagement of any sub
CONTRACTOR on the basis of race, color, religion, sex, sexual orientation, marital
status, national origin, ancestry, age, or any other criteria prohibited by law.
Section 4.2 ADA Compliance
In performing services under this Agreement, CONTRACTOR shall comply with
the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well
as all applicable regulations and guidelines issued pursuant to the ADA.
Section 4.3 Indemnification and Responsibility for Damage
CONTRACTOR to the fullest extent permitted by law, shall indemnify and hold
harmless CITY, its elected and appointed officials, directors, officers, employees and
volunteers from and against any claims, damages, losses, and expenses (including
reasonable attorney's fees), arising out of performance of the services to be performed
under this Agreement, provided that any such claim, damage, loss, or expense is
caused by the negligent acts, errors or omissions of CONTRACTOR, any subcontractor
employed directly by CONTRACTOR, anyone directly or indirectly employed by any of
them, or anyone for whose acts they may be liable, except those injuries or damages
arising out of the active negligence of the City of Lodi or its officers or agents.
Section 4.4 No Personal Liability
Neither the City Council, nor any other officer or authorized assistant or agent or
City employee shall be personally responsible for any liability arising under this
Agreement.
Section 4.5 Responsibility of CITY
CITY shall not be held responsible for the care or protection of any material or
parts of the work described in the Scope of Services prior to final acceptance by CITY,
except as expressly provided herein.
Section 4.6 Insurance Requirements for CONTRACTOR
CONTRACTOR shall take out and maintain during the life of this Agreement,
insurance coverage as set forth in Exhibit C attached hereto and incorporated by this
reference.
4
Section 4.7 Successors and Assigns
CITY and CONTRACTOR each bind themselves, their partners, successors,
assigns, and legal representatives to this Agreement without the written consent of the
others. CONTRACTOR shall not assign or transfer any interest in this Agreement
without the prior written consent of CITY. Consent to any such transfer shall be at the
sole discretion of CITY.
Section 4.8 Notices
Any notice required to be given by the terms of this Agreement shall be in writing
signed by an authorized representative of the sender and shall be deemed to have been
given when the same is personally served or upon receipt by express or overnight
delivery, postage prepaid, or three (3) days from the time of mailing if sent by first class
or certified mail, postage prepaid, addressed to the respective parties as follows:
To CITY: City of Lodi
221 West Pine Street
P.O. Box 3006
Lodi, CA 95241-1910
Attn: Larry Parlin
To CONTRACTOR: Websoft Developers Inc.
2020 Research Park Drive, Suite 140
Davis, California, 95618
Attn: Sean Dingman
Section 4.9 Cooperation of CITY
CITY shall cooperate fully and in a timely manner in providing relevant
information it has at its disposal relevant to the Scope of Services.
Section 4.10 CONTRACTOR is Not an Employee of CITY
CONTRACTOR agrees that in undertaking the duties to be performed under this
Agreement, it shall act as an independent contractor for and on behalf of CITY and not
an employee of CITY. CITY shall not direct the work and means for accomplishment of
the services and work to be performed hereunder. CITY, however, retains the right to
require that work performed by CONTRACTOR meet specific standards without regard
to the manner and means of accomplishment thereof.
Section 4.11 Termination
CITY may terminate this Agreement, with or without cause, by giving
CONTRACTOR at least ten (10) days written notice. Where phases are anticipated
within the Scope of Services, at which an intermediate decision is required concerning
whether to proceed further, CITY may terminate at the conclusion of any such phase.
5
Upon termination, CONTRACTOR shall be entitled to payment as set forth in the
attached Exhibit B to the extent that the work has been performed. Upon termination,
CONTRACTOR shall immediately suspend all work on the Project and deliver any
documents or work in progress to CITY. However, CITY shall assume no liability for
costs, expenses or lost profits resulting from services not completed or for contracts
entered into by CONTRACTOR with third parties in reliance upon this Agreement.
Section 4.12 Confidentiality
CONTRACTOR agrees to maintain confidentiality of all work and work products
produced under this Agreement, except to the extent otherwise required by law or
permitted in writing by CITY. CITY agrees to maintain confidentiality of any documents
owned by CONTRACTOR and clearly marked by CONTRACTOR as "Confidential" or
"Proprietary", except to the extent otherwise required by law or permitted in writing by
CONTRACTOR. CONTRACTOR acknowledges that CITY is subject to the California
Public Records Act.
Section 4.13 Applicable Law, Jurisdiction, Severability, and Attorney's Fees
This Agreement shall be governed by the laws of the State of California.
Jurisdiction of litigation arising from this Agreement shall be venued with the San
Joaquin County Superior Court. If any part of this Agreement is found to conflict with
applicable laws, such part shall be inoperative, null, and void insofar as it is in conflict
with said laws, but the remainder of this Agreement shall be in force and effect. In the
event any dispute between the parties arises under or regarding this Agreement, the
prevailing party in any litigation of the dispute shall be entitled to reasonable attorney's
fees from the party who does not prevail as determined by the San Joaquin County
Superior Court.
Section 4.14 City Business License Requirement
CONTRACTOR acknowledges that Lodi Municipal Code Section 3.01.020
requires CONTRACTOR to have a city business license and CONTRACTOR agrees to
secure such license and pay the appropriate fees prior to performing any work
hereunder.
Section 4.15 Captions
The captions of the sections and subsections of this Agreement are for
convenience only and shall not be deemed to be relevant in resolving any question or
interpretation or intent hereunder.
6
Section 4.16 Integration and Modification
This Agreement represents the entire understanding of CITY and
CONTRACTOR as to those matters contained herein. No prior oral or written
understanding shall be of any force or effect with respect to those matters covered
hereunder. This Agreement may not be modified or altered except in writing, signed by
both parties.
Section 4.17 Contract Terms Prevail
All exhibits and this Agreement are intended to be construed as a single
document. Should any inconsistency occur between the specific terms of this
Agreement and the attached exhibits, the terms of this Agreement shall prevail.
Section 4.18 Severability
The invalidity in whole or in part of any provision of this Agreement shall not void
or affect the validity of any other provision of this Agreement.
Section 4.19 Ownership of Documents
All documents, photographs, reports, analyses, audits, computer media, or other
material documents or data, and working papers, whether or not in final form, which
have been obtained or prepared under this Agreement, shall be deemed the property of
CITY. Upon CITY's request, CONTRACTOR shall allow CITY to inspect all such
documents during CONTRACTOR's regular business hours. Upon termination or
completion of services under this Agreement, all information collected, work product and
documents shall be delivered by CONTRACTOR to CITY within ten (10) calendar days.
CITY agrees to indemnify, defend and hold CONTRACTOR harmless from any
liability resulting from CITY's use of such documents for any purpose other than the
purpose for which they were intended.
Section 4.20 Authority
The undersigned hereby represent and warrant that they are authorized by the
parties to execute this Agreement.
Section 4.21 Federal Transit Funding Conditions
❑ If the box at left is checked, the Federal Transit Funding conditions attached as
Exhibit apply to this contract. In the event of a conflict between the terms of this
contract or any of its other exhibits, and the Federal Transit Funding Conditions, the
Federal Transit Funding Conditions will control.
7
IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this
Agreement as of the date first above written.
ATTEST:
RANDI JOHL
City Clerk
CITY OF LODI, a municipal corporation
KONRADT BARTLAM, City Manager
APPROVED AS TO FORM: CONTRACTOR:Websoft Developers
D. STEPHEN SCHWABAUER, City Attorney
JANICE D. MAGDICH, Deputy City Attorney
By:
Attachments:
Exhibit A — Scope of Services
Exhibit B — Fee Proposal
Exhibit C — Insurance Requirements
Funding Source: 170401.7323
(Business Unit & Account No.)
Doc ID:
CA:rev.01.2012
8
By:
Name:
Title:
EXHIBIT A
WS0Websoft Developers, Inc. 2020 Research Park Drive Suite 140 . Davis CA 95618 . Tel: 530.759.8754 . Fax: 530.759.0923
January 29, 2013
Larry Parlin
Deputy Public Works Director
City of Lodi
1331 S Ham Lane
Lodi, CA 95242
Subject: Sewer asset geodatabase design, implementation, and Cartegraph integration
Larry:
Websoft Developers, Inc. (Websoft) is pleased to present this proposal to the City of Lodi (City) to
provide a unified geodatabase for the City's sewer assets that will be integrated with the existing
Cartegraph Computerized Maintenance Management System (CMMS) and Geocortex web -based map
viewer. The scope of work below will describe the deliverables in more detail.
SCOPE OF WORK
Task 1. Geodatabase Design and Creation
The goal of this task is to create a geodatabase for the City's Sewer Assets that will eliminate the need
for multiple data repositories and allow for the implementation of the City's Cartegraph CMMS. Unless
otherwise noted, all work will be performed off-site and Websoft will require remote access to the City's
Cartegraph and ArcGIS servers.
Subtask A: Investigation
In this task, Websoft will investigate the City's current SDE geodatabase which is currently being used to
drive the City's Geocortex web mapping viewer. Websoft will spend two days interviewing the various
data stakeholders including engineering, maintenance, and IT to determine their needs with regards to a
unified sanitary sewer geodatabase. Websoft will review existing data from all providers of information
in support of GIS including:
• Creation methodologies
• Workflows
• CAD drawings
• GIS map layers
• Associated spreadsheets and databases
spatial applications : GIs/CAD/mapping services : database design : application development : web design : hosting
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EXHIBIT A
WSD Websoft Developers, Inc. 2020 Research Park Drive Suite e 140 • Davis, CA 95618 •Tel: 530.759.8754 •Fax: 530.759.0923
Websoft will assess this information within the context of the following:
• City's 1 year strategic direction and 5 year goals
• City's GIS consumer data needs
• Currently GIS data status and accuracy
• Current GIS hardware and software capabilities and future needs
• GIS supporting information requirements
• GIS workflow and asset creation workflow
During this investigation, Websoft will determine how the City plans to do the following:
• Update GIS databases with as -built data
• Produce standard and custom map products
• Integrate computer-aided design (CAD) drawings into the GIS environment
• Integrate with other enterprise systems, such as Maintenance Management, document
management, and customer information systems (CISs)
• Analyze installed network for capacity planning and capital improvement projects
• Manage operations activities, such as leaks, repairs, and inspections
• Integrate with the City's telemetry system (SCADA)
Websoft will also interview the various city-wide information stakeholders to determine the following:
• Infrastructure information needs
• Data linking needs (e.g., financial)
• Access requirements (security)
Subtask B: Geodatabase Design
Based on the investigation above, Websoft will determine how to transition the existing ArcSDE
database to the ESRI Local Government Information Model for Sanitary Sewers. This model will be
developed in SQL Spatial and contain a complete ESRI Geodatabase design for utilities GIS activities
including:
• A geometric network to support the sewer system with a set of attribute domains for material
type, diameter, pipe shape, material type (as well as others to be determined).
• A set of attributes for tying the sanitary sewer GIS system to the utilities work order
management system
As part of this task, Websoft will implement the security system developed during the investigation
phase to insure that only the required City users have the appropriate view, create, update, and delete
privileges.
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lodi_130111_sewer geodabase_rev3,docx
*01MIM
WSD Websoft Developers, Inc. 2020 Research Park Drive Suite 140 • Davis CA 95618 • Tel: 530.759.8754 • Fax: 530.759.0923
Subtask C: Geodatabase Creation, Normalization, and Importation
Websoft will use Safe Software's Feature Manipulation Engine (FME) to populate the newly created
Geodatabase from the various sewer utility data sources. These sources include the existing sewer asset
inventory as well as related Microsoft Access and Excel databases. By designing the scripts in FME,
Websoft will be able to quickly make migration adjustments. This will allow rapid iteration to find the
optimal translation between the existing environment and the newly created Geodatabase.
As part of this task, Websoft will normalize the data to conform with the newly created database. This
will include creating domain (lookup) tables for selected attributes and normalizing existing data to fit
these domains.
Task 2. Integration of CarteGraph/GIS
Websoft will ensure that CarteGraph and the ArcSDE Geodatabase are functionally and fully -integrated
for the Public Works sewer utility. This includes providing technical guidance/support/debugging
ensuring that both systems operate together without error. Part of this setup includes developing the
appropriate work flows for the creation and editing of assets that relate to the utilities GIS and MMS
systems. In addition, we will work with City staff to integrate functionality to geocode work orders
based on physical location of asset location depending on the type of activity entered.
This integration will allow staff to create assets through the GIS interface that will automatically be
entered into the MMS system. Furthermore, the integration will allow staff to do spatial analysis on
maintenance activities and develop maps based on that analysis. The analysis and exhibits will be
created in the CarteGraph GISDirector software.
In addition, Websoft will assist the City with the implementation of the CarteGraph Mobile and
CarteGraph YourGOV Mobile solutions. We will provide assistance to the City to perform data
translations or manipulation that may be required for the mobile solution and provide assistance to
deploy the mobile solution including server configuration where necessary.
This task may, by its very nature, require ArcSDE modifications and iterations of Task 1 to be performed
to insure proper integration between ArcSDE and the CarteGraph system. This iterative approach is
included in the pricing of Task 1 and Task 2.
spatial applications: GIS/CAD/mapping services : database design : application development : web design : hosting
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EXHIBIT B
WSDWebsoft Developers, Inc. 2020 Research Park Drive, Suite 140 • Davis, CA 95618 • Tel: 530.759.8754 • Fax: 530.759.0923
ESTIMATED FEE AND SCHEDULE
The proposed pricing is based on our understanding of the needs of the City of Lodi. Websoft will
complete the above task within 60 days of notice to proceed. Websoft invoices on a monthly basis
based on the work completed during the prior month. These prices are valid for 30 days. Invoices are
due upon receipt with 10% of the total price available for hold -back until final -acceptance.
Table 1. Estimated Schedule and Fee
Task 1: Geodatabase Design and Creation 1 140 1 $24,500
Task 2: Integration of CarteGraph/GIS
60 1 $12,000
Task 3: Project Management ' 30 1 $6,000
Total $42,500
Thank you for this opportunity to provide this quotation. Please contact me at 916.501.1590 should you
have any questions about this proposal. We are excited about this project and look forward to working
with you and your staff.
Sincerely,
Websoft DEVELOPERS, INC.
Sean Dingman
SJD:sjd
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EXHIBIT B
WSUWebsoft Developers, Inc. 2020 Research Park Drive, Suite 140 • Davis, CA 95618 - Tel: 530.759.8754 - Fax: 530.759.0923
2013 Billing Rate Schedule
(Valid through December 31, 2013)
Position
Biffing Rate.
dollars per
205
-Principal
Senior 6pplication Developer
175
Senior Engineer
160
Senior PTgrrammerlDesfgner
160
!�ppiication Developer-
150
system Administrator
130
Technician
110
Assistant Engineer
110
Assistant System Administrator
85
Assistant Programmer
85
Assistant Technician
75
Junior Technician
55
Administrative
50
Outside services such as vendor reproductions, prints, shipping, and major WSD reproduction efforts, as
well as engineering supplies, travel, etc. will be billed at actual cost plus 15%.
Mileage will be billed at the current Federal rate.
Sub consultants will be billed at actual cost plus 10%.
A Finance Charge of 1.5% per month (an annual rate of 18%) on the unpaid balance will be added to
invoice amounts if not paid within 45 days from the date of the invoice.
Billing rates apply to all computers and equipment, whether owned or rented, and to all employment
categories including regular full-time, part-time, temporary, and contract personnel as defined in WSD's
Employee Handbook.
spatial applications : GIS/CAD/mapping services : database design : application development : web design : hosting
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fyF' 4
Exhibit C
InsWMcQ UIMMODW 19 92 The Contractor shall take. put and MaIntaln during the Ufa of ft:co tract,
insurance coverage as listed befoW 'these insurance pogo" shalt protect the. Cortractvr and any subcaMIctnr
performing work covered by this contract from claims for damages for personal Injuryy, including ac*W tel death. as:
well as from claims fnr properly damages, which rnaai arise frorn ConM=tor's operations. underthis conhact, whether
.such operations be by Contractor or by arty subcontractor or by anyone directly or indirectly employed by A of
them, and tate amount of such irrsurange shall lO ss foliows:
C GENERAL LIABILITY
$1,000,000 Each. Occurrence
$2,000,000 Aggregate
$1,000,000 Professional Liability
(Errors & Omissions) per Claim
2. COMPREHENSIVE AUTOMOBILE LIABILITY
$1,000,000 Bodily Injury - Ea. Person
$1,000,000 Bodily Injury - Ea. Occurrence
$1,000,000 Property Damage - Ea. Occurrence
MOTE: ContmoW S►d stipulates that arry kmuranoa coyarsge provided to the City of Lodi shall provide for a
claims lam following gag
termination of gage which is at least consistent with the claims period or statutes of
limitations f ind in the Caftmis Tort Claims Act (Cailforrcia C,overnment Code Section 810 et seq.).
A copy of the certificate of insurance with the following endorsements shall be furnished to the City:
(a) Such insurance as is afforded by this policy shall also apply to the City of Lodi, its elected and appointed
Hoards, Commissions, Officers, Agents, Volunteers and Employees as additional named insureds.
(This endorsement shall be on a form furnished to the City and shall be included with Contractors policies.)
(b)
Such Mgixance as Is aifcn3ed by the endorsement for the Additional insureds shall apply as primary insurance.
Any other irwAwce maintained by the City of Lodi or its officers and employees shall be excess only and not
onr&fbudrrg wuh the kis mnce afforded by this endorsement.
(c) Mw term "insured" Is used severally and not collectively, but the inclusion herein of more than one insured shall
not operela to Rioresse the limit of the company's liability.
(d) No*m ofCODWIRflnn Or Q=
This policy may not be canceled nor>the oonaaersage reduced by the company without 30 days' prior written notice
of Sidi concellaUbn or raducdon In coverage to ft Risk Manager, City of Lodi, 221 W. Pine St., Lodi, CA
95240.
C The Contractor shoo farce cut and maintaln during ft Ilfe of this cDnkscil, Work's
Compensation Insurance for all of Contmcloes employees em loyled at the alfa of the project aril, tf any work. Is
sublet, Co traotor shall nequlm the subcontractor similarly to provide Worker's Carnpensaoon insurance for all of the
iefie o employees unless such empioYm are cw mraad by the protamtion afforded by. Contactor. In case any
lass of employees eMQed In haxmdous work under this contract at the site of ffm proj*ct is not pm%cWd under the
Worker's Compensation Statute, the Contractor shall pmvtda and she# cause each subcortttacbr to provide
insurance for the protection or said emploYess. This poliicy may not ba canceled nor the cavarage reduo®d hY the
0Ont WV without 30 dais' prior wMan notice of such cancell0on or reduction in coverage to the ftk Manager, Clty
of Lodi, 221 W. Pine SL, Lodi, CA 95240.
RESOLUTION NO. 2013-16
A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING
CITY MANAGER TO EXECUTE PROFESSIONAL SERVICES
AGREEMENTS FOR GEOGRAPHICAL INFORMATION SYSTEM
CONSULTING SERVICES WITH INTERWEST CONSULTING GROUP,
OF ELK GROVE, AND WEBSOFT DEVELOPERS INC., OF DAVIS
WHEREAS, on March 21, 2012, the City Council authorized Interwest Consulting
Group (Interwest) to replace the City's outdated Geographical Information System (GIS)
viewer with Environmental Systems Research Institute, Inc. (ESRI) at a cost of $35,475;
and
WHEREAS, on November 21, 2012, the City Council authorized the Electric Utility
Department to initiate the first department specific GIS project (multi -phase) that will be
utilizing the new GIS viewer capabilities; and
WHEREAS, the Public Works Department is proposing to expand GIS capabilities
for wastewater operations by contracting with Websoft Developers, Inc. (Websoft) to
perform GIS database design and integration with the utility's existing software ($42,500);
and
WHEREAS, various consultants will be performing the very technical and
specialized work for the department specific GIS projects, and it is the recommendation of
the GIS committee to contract with Interwest to provide oversight and support services for
the various projects on an hourly basis (not to exceed $30,000).
NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby
authorize the City Manager to execute Professional Services Agreements for geographical
information system consulting services with Interwest Consulting Group, of Elk Grove, in
the amount of $30,000, and Websoft Developers Inc., of Davis, in the amount of $42,500.
Dated: February 20, 2013
-----------------------
-----------------------
I hereby certify that Resolution No. 2013-16 was passed and adopted by the City
Council of the City of Lodi in a regular meeting held February 20, 2013, by the following
vote:
AYES: COUNCIL MEMBERS — Hansen, Katzakian, Mounce, and
Mayor Nakanishi
NOES: COUNCIL MEMBERS — None
ABSENT: COUNCIL MEMBERS — Johnson
ABSTAIN: COUNCIL MEMBERS — None
RANDIJOHL
City Clerk
2013-16