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HomeMy WebLinkAboutDS GIS Site Conversion to DashGISAGREEMENT FOR PROFESSIONAL SERVICES FOR GIS SITE CONVERSION TO DashGIS This Agreement is made and entered into this G day of 20�i by and between the CITY OF SAN RAFAEL (hereinafter "CITY'), and Califon a C.A.D. Solutions, Inc. (hereinafter "CONSULTANT"). RECITALS WHEREAS, CITY wishes to upgrade its GIS system to CONSULTANT'S DashGIS application; and WHEREAS, CONSULTANT has the expertise needed to convert CITY'S existing system to DashGIS; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: PROJECT COORDINATION. A. CITY'S Project Manager. Zachary Baron, the CITY'S Open Data Officer is hereby designated the PROJECT MANAGER for the CITY and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONSULTANT'S Project Director. CONSULTANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONSULTANT. Raymond Kinser is hereby designated as the PROJECT DIRECTOR for CONSULTANT. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONSULTANT shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONSULTANT. CONSULTANT shall perform the duties and/or provide services as described in CONSULTANT'S proposed scope of work dated September 23, 2020, attached hereto as Exhibit A and incorporated herein by reference. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as set forth in Exhibit A. 4. COMPENSATION. For the full performance of the services described herein by CONSULTANT, CITY shall pay CONSULTANT a flat fee of $39,750 as detailed in the Quote attached as part of Exhibit A. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONSULTANT. 5. TERM OF AGREEMENT. The term of this Agreement shall be for 6 months commencing on 15 January 2021 and ending on 15 July 2021. Upon mutual agreement of the parties, and subject to the approval of the City Manager the term of this Agreement may be extended for an additional period of up to 6 months. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (3 0) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONSULTANT and any and all of CONSULTANT's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONSULTANT in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 8. INSPECTION AND AUDIT. Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONSULTANT in connection with its performance of its duties under this Agreement. CONSULTANT shall fully cooperate with CITY Revised 1/29/2020 or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. INSURANCE. A. Scope of Coverage. During the term of this Agreement, CONSULTANT shall maintain, at no expense to CITY, the following insurance policies: 1. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONSULTANT's performance of services under this Agreement. Where CONSULTANT is a professional not required to have a professional license, CITY reserves the right to require CONSULTANT to provide professional liability insurance pursuant to this section. 2. If it employs any person, CONSULTANT shall maintain worker's compensation insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. CONSULTANT's worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Proof of Insurance. CONSULTANT shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONSULTANT. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION. A. Except as otherwise provided in Paragraph B., CONSULTANT shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of Revised 1/29/2020 litigation, (collectively "CLAIMS"), arising out of CONSULTANT'S performance of its obligations or conduct of its operations under this Agreement. The CONSULTANT's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONSULTANT's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONSULTANT's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONSULTANT's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONSULTANT'S performance of or operations under this Agreement, CONSULTANT shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. Where the services to be provided by CONSULTANT under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, then, to the extent permitted by law including without limitation, Civil Code sections 2782, 2782.6 and 2782.8, CONSULTANT shall indemnify and hold harmless the CITY and its officers, officials, and employees (collectively City Indemnitees) from and against damages, liabilities or costs (including incidental damages. Court costs, reasonable attorney's fees as may be determined by the Court, litigation expenses and fees of expert witnesses incurred in connection therewith and costs of investigation) to the extent they are caused by the negligence, recklessness, or willful misconduct of CONSULTANT, or any subconsultants, or subcontractor or anyone directly or indirectly employed by them, or anyone for whom they are legally liable (collectively Liabilities). Such obligation to hold harmless and indemnify any indemnity shall not apply to the extent that such Liabilities are caused in part by the negligence or willful misconduct of such City Indemnitee. C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 12. NONDISCRIMINATION. CONSULTANT shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS. CONSULTANT shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONSULTANT shall perform all services under this Agreement in accordance with Revised 1129i2020 these laws, ordinances, codes and regulations. CONSULTANT shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO THIRD PARTY BENEFICIARIES. CITY and CONSULTANT do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: TO CONSULTANT's Project Director: 16. INDEPENDENT CONTRACTOR. Zachary Baron City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 Raymond Kinser California CAD Solutions 2909 Coffee Rd St 12C Modesto, CA 95355 For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONSULTANT and CITY expressly intend and agree that the status of CONSULTANT, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONSULTANT and the CITY. Revised 1;2912020 C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONSULTANT and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS. CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT under this Agreement, any monies which CONSULTANT owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 20. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE / OTHER TAXES. CONSULTANT shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code CONSULTANT shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONSULTANT has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). Revised 1/29/2020 22. SURVIVAL OF TERMS. Any teens of this Agreement that by their nature extend beyond the term (or tennination) of this Agreement shall remain u1 effect until fulfilled and shall apply to both Parties' respective successors and assigns. 23. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 24. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Agreement may be executed by electronic signature and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year fust above written. CITY OF SAN RAFAEL N��- Jl"HUT,NCit Manager ATTEST: -Ar LINDSAY LARA, City Clerk APPROVED AS TO FORM: Lc lkm A' 11 A A /� -`7ROBERT F. E FEIN, City ttomey Revised 129 2020 CONSULTANT By: Name: RAYMOND KINSER Title: President [If CONSULTANT is a corporation, add signature of second corporate officer] ` Name: ROBERT SPIVA Title: CFO Exhibit A �P, aaFq�` d City of San Rafael p�1 dash GIS Site Conversion to DashGISTM September 23, 2020 Goal • Migrate the existing City GIS Site to DashGIST"^ giving the City an updated interface and greater support for current operating systems and browsers Scope of Work The intent of this project is to replicate the existing functionality while giving enhanced functionality with an upgraded user interface, site capability, OS, and browser support. • Convert and fully integrate the Engineering Document Interface (EDI) into the DashGISTI Dashboard environment • Migrate up to 183 Data Layers • Migrate up to 9 Searches • Migrate up to 90 Reports • Migrate up to 43 Data Reports • Migrate up to 23 Edit Forms Workflow • CCS will work closely with designated City staff on the specific items that will be migrated from the list of items noted in the above scope of work • City Staff will work to determine if there are any old or unused layers/reports/searches that should be left out of the migration process so that the new site does not get cluttered with out-of-date information Revised 1/29/2020 • City personnel will cease all edits to searches and reports and will not add any new data layers during the migration process so that there is a known, static data component to migrate • City personnel will determine where the new DashGIST" site should be hosted so that necessary remote data connections can be established Assumptions • Appropriate City personnel will be available in a timely manner to assist CCS personnel with questions or issues encountered during the project • CCS will have remote access to the necessary servers required during this project • CCS will have the most recent copy of all data at the start of the project Delivery • Project completion within 4 months of project commencement Revised 1/29/2020 (C- CALCAD r.o. sa 4739 Mod=:, Ol 93352 209 -SSS S &3 �-amcalra3 com Quote Date Quote # 9:23,'2020 605,157 BMTO av To City of San Rafael City of Sao Rafael Dept of Digbl Sere ice & Open Gates Dept of Dtgiasl Sense & Open Gasetneat PO Eos 151560 111 blatpbew Sweet Smi Raf3a CA 94915-1560 Sm Rafael* Ca 94915 Revised 1/29/2020 Teffis 9atm rep EYpue NE: 15 RK Ee� Lesenp�c QS- Cert TOW ' 1bhmm Fisting GIS site to DasbGLS"It 1 39,750.00 39.750.00 Casett EDI to Dashboard in DashG15= • Mgmte up to 183 Dat3 Lapets • lvfigmm up to 9 Searches • bfigmm up to 90 Repasts • bfsgsate up to 43 Data Repam bEgtate up to 23 Edit Faaos See Attached Scope of Wank for Pmjact deCsils Kota. Use of the site is contiugeot on an active --ml subsaipaoa canasct for DashGBS at 5495 =nom (Sabssnptim comact is bined sePardsEip) Snbtow $39.750.00 Sales Tar (923%) $0.00 Accepted By Total $39,75000 Revised 1/29/2020 PXA RAF,q� Z 2 �o /rr WITH N CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Digital Service and Open Government Project Manager: Zachary Baron Extension: 3366 Contractor Name: California CAD Solutions (CalCad) Contractor's Contact: Raymond Kinser Contact's Email: raymond.kinser@calcad.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DEPARTMENT 1 Project Manager DESCRIPTION COMPLETED DATE a. Email PINS Introductory Notice to Contractor 12/4/2020 12/8/2020 b. Email contract (in Word) and attachments to City Attorney c/o Laraine.Gittens@cityofsanrafael.org REVIEWER Check/Initial ❑X 2 City Attorney a. Review, revise, and comment on draft agreement 12/17/2020 ❑X LG and return to Project Manager 12/18/2020 © LG b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Department Director Approval of final agreement form to send to _ 12/22/2020 N RW contractor 4 Project Manager Forward three (3) originals of final agreement to 12/22/2020 ❑X ZB contractor for their signature 5 Project Manager When necessary, contractor -signed agreement E-, N/A agendized for City Council approval * *City Council approval required for Professional Services ❑ Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Click here to Date of City Council approval enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City Mu LV �Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed % + agreement 8 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 9 City Manager/ Mayor Agreement executed by City Council authorized official 10 City Clerk Attest signatures, retains original agreement and —_— forwards copies to Project Manager/0