HomeMy WebLinkAboutC-2685 - Professional Services for Geobase Implementationc�rY Ct£RK
G -21085
AGREEMENT
PROFESSIONAL SERVICES FOR GEOBASE IMPLEMENTATION AND
PROTOTYPE MANAGEMENT CONSULTING SERVICESS
THIS AGREEMENT is made and entered into this 23rd day of
February 1988, by and between the City of Newport Beach, a municipal
Corporation, hereinafter referred to as "CITY ",and David H. Sonnen, an
individual, hereinafter referred to as "CONSULTANT ".
WITNESSETH:
WHEREAS, the CITY has embarked upon a computer mapping and
database management program, hereinafter referred to as "PROJECT ",and;
WHEREAS, the implementation of said PROJECT requires specialized
consulting expertise and training, and;
WHEREAS, the CITY has received a proposal from CONSULTANT to
provide certain essential professional services, as outlined herein below, to
implement said PROJECT, and;
WHEREAS, the CITY desires to accept the proposal of CONSULTANT,
and;
NOW THERFORE, in consideration of the foregoing, it is mutually
agreed and understood that:
I. GENERAL
A. CITY engages CONSULTANT to perform the described
services for the consideration hereinafter stated.
B. CONSULTANT agrees to perform the described services
in accordance with the terms and conditions hereinafter set forth.
C. CONSULTANT agrees that all services required
hereunder shall be performed under his direct supervision, and all personnel
engaged in the work shall be fully qualified and shall be authorized or
permitted under State and local law to perform such services.
CONSULTANT shall not sublet, transfer or assign any work except as
otherwise provided for herein or as authorized in advance by the CITY.
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11. SERVICES TO BE PERFORMED BY CONSULTANT
CONSULTANT shall provide the following listed professional
services to CITY. A detailed explanation for said services is contained and
enumerated in the CONSULTANT's proposal dated February 18, 1988.
A. CONSULTANT shall provide a detailed definition of
tasks required to be performed by the various parties involved with PROJECT;
including CITY, CONSULTANT and the software vendors, Delta Systems Inc.
and Sierra Systems Inc. The definition of tasks shall include meticulous
details of those tasks which are both necessary and prudent for the successful
implementation of PROJECT.
1. Implementation of the PROJECT means that the
Geobase and the Building Department permit tracking software shall be
fully operational and capable of producing the specified map, report
and data output.
2. CONSULTANT shall delineate and provide a
recommended priority for all of the principal activities which Delta
Systems Inc. has contracted to provide for CITY. Additionally,
CONSULTANT shall make recommendations to CITY where Delta
Systems Inc. should provide services, support, training or additional
software which was not previously contracted for, where such
recommended activities or goods would enhance or otherwise
improve the operation and performance of the PROJECT.
3. CONSULTANT shall also delineate and coordinate
those tasks associated with database manipulation from the Sierra
Systems Inc. Software as is relates to the Delta Systems Inc. Software
and Geobase applications. These tasks include, but are not limited to:
recommendations on naming conventions for files, tables, maps and
individual data fields; recommendations on data input; and
recommendations on local area networking (LAN).
B. CONSULTANT shall provide a recommended priority of
all tasks defined and /or recommended in conformance with paragraph "A ",
herein above. CONSULTANT shall also provide a detailed task and project
schedule. Said schedule shall include estimated times of completion for each
of the identified tasks, an overall project schedule and an identifier of the
items deemed to be "on the critical path ".
1. The schedule and task priority list shall be
presented in report form and shall be done via an industry- standard
method of analysis such as PERT or CPM.
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C. CONSULTANT shall assist CITY in devising standards
and naming conventions for all Geobase data, including data, data fields, files,
spreadsheets, maps and other appurtenant items.
1. Standards and naming convention assistance
related to certain portions of the Sierra Systems Inc. Software shall be
considered a part of the CONSULTANT's duties.
D. CONSULTANT shall assist CITY in the development of
an organized relational data base structure. Assistance shall include
instruction and training leading to the actual development of a demonstrated
working prototype of Geobase mapping and data query consistent with the
initial goals of the PROJECT. Tasks associated with database design shall
include, but not be limited to defining data fields, setting up data tables,
organizing data, recommending design and entry procedures and
demonstrating to CITY personnel the efficient use of same.
E. CONSULTANT shall assist CITY in obtaining map and
ground control survey data necessary for preparation of the base map for the
Geobase System. Assistance shall constitute recommendations as to the
appropriate number of ground control points or state plane coordinate data
necessary to properly formulate the Geobase base map; shall include field
reconnaissance to the County of Orange and /or to CalTrans to obtain their
data in a suitable form for CITY's use.
III. DUTIES OF THE CITY
In order to assist the CONSULTANT in the execution of his
responsibilities under this Agreement, CITY agrees to provide the following:
A. Provide any background information, reports, contracts,
specifications, proposals or agreements as may be available or are in existence,
which may be germane to the proper preparation and completion of the
CONSULTANT's defined duties.
B. Assist with liaison between CITY and other software or
hardware vendors, or other agencies having pertinent data or information for
any matters as are appurtenant to PROJECT which are necessary or germane
to accomplish the requirements of this "Professional Services Agreement ".
IV. TIME OF COMPLETION
CONSULTANT shall commence work within three (3) calendar
days of the date of the execution of this Agreement. Work as required herein
shall be completed within ninety (90) working days from the date first written
herein above.
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V. INDEPENDENT PARTIES
CITY and CONSULTANT intend that the relation between them
created by this Agreement is that of employer - independent contractor. The
manner and means of conducting the work are under the control of
CONSULTANT, except to the extent they are limited by statute, rule or
regulation and the express terms of this Agreement. No civil service status or
other right of employment will be acquired by virtue of CONSULTANT's
services. None of the benefits provided by CITY to its employees, including
but not limited to unemployment insurance, worker's compensation plans,
vacation and sick leave are available from CITY to CONSULTANT, its
employees or agents. Deductions shall not be made for any State or Federal
Taxes, FICA payments, PERS payments, or other purposes normally
associated with an employer - employee relationship from any fees due
CONSULTANT. Payments of the above items, if required, are the
responsibility of CONSULTANT.
VI. OWNERSHIP OF DOCUMENTS
Original drawings, reports, notes, maps and other documents
relating to the plans shall become the exclusive property of CITY and may be
reproduced as deemed necessary by CITY or its duly authorized
representative. No report, drawing, map, document or other data given to or
prepared or assembled by CONSULTANT pursuant to this Agreement shall
be made available to any individual or organization by CONSULTANT
without prior written approval by CITY.
CONSULTANT may reserve the right to publish materials or
reports related to the work performed or data collected under the provisions
of this Agreement. The right to publish shall be at the sole discretion of the
CITY and written permission must be obtained by CONSULTANT from CITY
on a case by case basis. Blanket publishing approval shall not be granted.
CONSULTANT is granted permission to show reports and data
to prospective clients which have been accepted by CITY as prepared under
this Agreement.
VII. RIGHT OF TERMINATION
A. CITY reserves the right to terminate this Agreement at
any time by giving CONSULTANT three (3) days' prior written notice. Notice
shall be deemed served when delivered personally or upon deposit in the
United States mail, postage prepaid, addressed to the CONSULTANT's
business office at 3807 North County Road 25E, Bellvue, Colorado 80512.
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B. In the event of termination due to errors, omissions, or
negligence of CONSULTANT, CITY shall be relieved of any obligation to
compensate CONSULTANT for that portion of work affected by such errors,
omissions, or negligence of CONSULTANT. If this Agreement is terminated
for any other reason, CITY agrees to compensate CONSULTANT for the
actual services performed up to the effective date of the 'Notice of
Termination ", on the basis of the fee schedule contained herein.
VIII. SUBCONTRACTORS AND ASSIGNMENT
A. None of the services included in this Agreement shall be
contracted or subcontracted without prior written approval of CITY.
B. CONSULTANT shall not assign or transfer any interest in
this Agreement, whether by assignment or novation, without the prior
written consent of CITY; provided, however, that claims for money due or to
become due CONSULTANT from CITY under this Agreement may be
assigned to a bank, trust company or other financial institution, or to a trustee
in bankruptcy, without such approval. Notice of any such assignment or
transfer shall be promptly furnished to CITY.
IX. PAYMENT AND FEE SCHEDULE
A. In consideration for the performance of the specified
services, CITY hereby agrees to compensate CONSULTANT on an hourly
basis as set forth herein below in the "FEE SCHEDULE ". In no event shall
said amount be greater than the amount of fifteen thousand dollars
($15,000.00) except as otherwise provided for herein.
B. PAYMENT AND FEE SCHEDULE
personnel hourly rates
Principal............................. ............................... .........................$ 65.00
ClericalSupport ......................................... ............................... 30.00
ComputerTime ........................................ ............................... 15.00
C- The contract amount shall be paid to CONSULTANT in
bi- weekly partial payments based on the amount of hours worked and
expenses incurred during each bi- weekly pay period based on the actual hours
of labor expended as determined by the Project Engineer for CITY. The sum
of the partial payments shall not exceed ninety percent (90 %) of the
maximum fee as set forth in paragraph "A" herein above. The balance of the
total amount earned shall be paid upon completion of the work specified
herein.
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D. In addition CITY agrees to reimburse CONSULTANT for
the actual cost of reproduction of copies of plans, reports and related
documents, material costs authorized in advance by the Project Engineer for
CITY, for transportation including coach class airfare, meals, and lodging
while on travel status, and other reasonable expenses, where such costs have
been advanced by CONSULTANT.
1. Travel status is defined as time which
CONSULTANT is outside of his home State of Colorado on official
business for CITY in the performance of the duties and tasks herein
specified.
2. CONSULTANT shall provide written records
(originals) of all expenses incurred, and shall provide an official
reporting of the hours expended in the performance of his duties and
tasks on a bi- weekly basis. CITY agrees to pay CONSULTANT within
thirty (30) calendar days of the receipt of said records and hourly
summary.
X. ADDITIONAL SERVICES
No change in character, extent, or duration of the work to be
performed by CONSULTANT shall be made without prior written approval
from CITY. In consideration for performance of additional services
authorized by CITY in writing, CITY hereby agrees to compensate
CONSULTANT an amount based upon the hourly rate as submitted to CITY
in a FEE SCHEDULE, except that an increase in the total compensation
exceeding one thousand five hundred dollars ($1,500.00) shall require that an
amended Agreement for such additional services be executed by the
CONSULTANT and CITY.
XI. RECORDS
CONSULTANT shall maintain complete and accurate records
with respect to costs, expenses, receipts and other such information required
by CITY that relate to the performance of the services specified under this
Agreement. All such records shall be maintained in accordance with
generally accepted accounting principles and shall be clearly identified and
readily accessible. CONSULTANT shall provide free access to the
representatives of CITY or its designees at all proper times to such books and
records, and gives CITY the right to examine and audit same, and to make
transcripts therefrom as deemed necessary, and to allow inspection of all
work, data, documents, proceedings and activities related to this Agreement.
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XII. INSURANCE
A. On or before the date of execution of this Agreement,
CONSULTANT shall furnish CITY with certificates showing the type,
amount, class of operations covered, effective dates and dates of expiration of
insurance policies. Such certificates which do not limit CONSULTANT's
indemnification, shall also contain substantially the following statement:
"The insurance covered by this certificate may not be cancelled or materially
altered, except after ten (10) days' written notice has been received by CITY.
B. CONSULTANT shall maintain in force at all times during
the performance of this Agreement, policies of insurance required by this
Agreement; and said policies of insurance shall be secured from an insurance
company assigned Policyholders' Rating of "B" (or higher) and Financial Size
Category XV (or larger) in accordance with an industry-wide standard and
shall be licensed to do business in the State of California.
1. An appropriate industry-wide insurance rating
standard shall be deemed "BEST'S KEY RATING GUIDE", latest edition.
coverages:
C. CONSULTANT shall maintain the following minimum
Liability Insurance
General liability coverage shall be provided in the following
minimum limits:
Category Amount
Bodily Injury
Property Damage
$ 50,000 each person
$ 50,000 each occurrence
$100,000 aggregate
$ 100,000 each occurrence
$100,000 aggregate
A combined single limit policy with aggregate limits in
the amount of $250,000 will be considered equivalent to the required
minimum limits.
D. Subrogation Waiver
In the event of loss or claim of loss due to any of the perils
for which it has agreed to provide insurance, CONSULTANT shall look
solely to its insurance for recovery. CONSULTANT hereby grants to CITY, on
behalf of any insurer providing insurance to either CONSULTANT or CITY
with respect to the services of CONSULTANT, a waiver of any right of
subrogation which any such insurer of said CONSULTANT may acquire
against CITY by virtue of the payment of any loss under such insurance.
E. Failure to Secure
If CONSULTANT at any time during the term of this
Agreement, should fail to secure or maintain said insurance, CITY shall be
permitted to obtain such insurance in the CONSULTANT's name or as an
agent of CONSULTANT and shall be compensated by CONSULTANT for the
insurance premiums at the maximum rate permitted by law computed from
the date written notice is received that the premiums have been paid.
F. Additional Insured
CITY, its Council, boards and commissions, officers,
agents, and employees shall be named as an additional insured under all
insurance policies required under this Agreement. The naming of an
additional insured shall not affect any recovery to which such additional
insured would be entitled under this policy if not named as such; and an
additional insured named herein shall not be liable for any premium or
expense of any nature on this policy or any extension thereof. Any other
insurance held by an additional insured shall not be required to contribute
anything toward any loss or expense covered by the insurance provided by
this policy. Proceeds from any such policy or policies shall be payable to CITY
primarily, and to CONSULTANT secondarily, if necessary.
XIII. WAIVER
A waiver by CITY of any breach of any term, covenant, or
condition contained herein shall not be deemed to be a waiver of any
subsequent beach of the same or any other term, covenant, or condition
contained herein whether of the same or different character.
XIV. COST OF LITIGATION
If any legal action is necessary to enforce this Agreement or for
damages by reason of an alleged breach of any provisions of this Agreement,
the prevailing party shall be entitled to receive all costs and expenses in such
amount as the court may adjudge to be reasonable costs of litigation.
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XIV. INTEGRATED CONTRACT
This Agreement represents the full and complete understanding
of every kind or nature whatsoever between the parties hereto and all
preliminary negotiations and agreements of whatsoever kind or nature are
merged herein. No verbal agreement or implied covenant shall be held to
vary the provisions hereof. Any modification of this Agreement will be
effective only by written execution signed by both CITY and CONSULTANT.
XV. HOLD HARMLESS
CONSULTANT shall indemnify and hold harmless, CITY, its
City Council, boards and commissions, officers, agents, servants, and
employees from and against any and all loss, damages, liability, claims, suits,
costs and expenses, whatsoever, including reasonable costs of litigation,
regardless of the merit or outcome of any such claim or suit, arising from or
in any manner connected to CONSULTANT's errors, negligent acts,
omissions, or work conducted pursuant to this Agreement or arising from or
in any manner connected to persons, firms or corporations furnishing or
supplying work, services, materials, equipment or supplies thereto.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the first date above written:
APPROVED AS TO FORM:
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Carol Korade
Assistant City Attorney
Address and Telephone:
City of Newport Beach
3300 Newport Boulevard
Post Office Box 1768
Newport Beach, California
(714) 644 -3011
CITY OF NEWPORT BEACH,
mcipal corporation
Bert L. Wynn
City Manager
David H. Sonnen
an individual
David H.Sonnen
"CONSULTANT"
David H.Sonnen
3807 North County Road 25E
Bellvue, Colorado 80512
92658 -8915 (303) 493 -3884 (home)
(303) 493 -7752 (office)
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