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HomeMy WebLinkAbout25J - WATER SYSTEM MAPPING SERVICESREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNfs 1, 2009 TITLE: AGREEMENT FOR WATER SYSTEM MAPPING SERVICES WITH IWATER, INC. C MANAGER ~~ RECOMMENDED ACTION ~! CLERK OF COUNCIL USE ONLY: APPROVED ^ As Recommended ^ As Amended ^ Ordinance on 15` Reading ^ Ordinance on 2"d Reading ^ Implementing Resolution ^ Set Public Hearing For_ CONTINUED TO FILE NUMBER / Authorize the City Manager and Clerk of the Council to execute an agreement with iWater, Inc. for an amount not to exceed $197,000. DISCUSSION The Water Resources division continues to work on a digital water mapping system of all the water infrastructure assets in the City. This digital mapping system enhances the ability of the city's maintenance crews and water engineering staff to respond quickly to emergencies, collect and store data, as well as facilitate routine water system maintenance. Moreover, all users will be able to view water data via the Public Works Agency GIS System. This data sharing will facilitate record research by other agencies within the city of Santa Ana. In May of 2007 the City solicited proposals for digital water mapping services from qualified firms. IWater, Inc. was selected based on their qualifications, experience and capacity to accomplish the required work and an agreement was awarded. This agreement expands the scope of work to include the purchase of infraMAP software site licenses (unlimited software seats), computer hardware configuration and installation, professional on call services and system service support. Funds for this work are included in the Public Works Agency 2008-2009 budget. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. 25J-1 Agreement for Water System Mapping Services with IWater,Inc. June 1, 2009 Page 2 FISCAL IMPACT Funds are available in the Water Administration and Engineering activity (account no. 64-579-6291). APPROVED AS TO FUNDS AND ACCOUNTS: ~~~~r Ott` ~~ ~ ,, m ~_ Jam s G. ss Francisco Gutierrez Executive irector Executive Director Public Wor s Agency Finance & Management Services Agency 25J-2 CONSULTANT AGREEMENT THIS AGREEMENT made and entered into this 1st day of June, 2009 by and between iWater, Inc., a California corporation (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of GIS mapping services to map the Santa Ana water system. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall provide iWater's infraMAP site license for unlimited users, including download and configuration of the infraMAP application on ten field laptop computers and a dedicated server for the City's Water Engineering Department, as well as software and hardware service and support, as set forth in Exhibit A, attached hereto and incorporated by this reference. Consultant may be asked to provide additional services which shall be authorized by a writing executed by the Executive Director of the Public Works Agency. 2. DELIVERY OF WORK PRODUCT Consultant shall deliver to City all work product which results from the services provided. Said work product shall be submitted in a hard copy and produced in a form compatible with City's computer system, as agreed between the Project Manager and Consultant. In regard to material produced as a deliverable under the Agreement, including but not limited to books, reports, plans, photographs, drawings, videotapes, and computer programs, Consultant agrees, for itself and its affected officers, employees, agents, contractors, and volunteer workers, that the authors of all such material, whether 25J-3 copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant, a royalty-free, nonexclusive, irrevocable license throughout the world to disclose, publish, translate, reproduce, and use such materials. 3. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A, to a total of $127,000.00. An additional $70,000 has been made available for additional services as requested by the City, as set forth in Section 1, above. The total sum to be expended under this Agreement shall not exceed $197,000.00 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2010, unless terminated earlier in accordance with Section 13, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of Public Works and the City Attorney. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Due to the nature of services provided, Commercial General Liability Insurance is not required. 25J-4 b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for. personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the 25J-5 events referred to in this Section or by reason of the effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 8. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 25J-6 With courtesy copies to: Public Works Agency City of Santa Ana SteveWorrall, Senior Civil Engineer 220 S. Daisy Avenue (M-85) Santa Ana, California 92703 telefacsimile (714) 647-3345 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Consultant: IWater, Inc. Kevin Koshko, Information Services Manager 11-A Marconi Irvine, California 92618 telefacsimile (949) 768-4155 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 25J-7 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 13. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 14. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 25J-8 16. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA PATRICIA E. HEALY DAVID N. REAM Clerk of the Council City Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney By: Laura Sheedy Assistant City Attorney iWATER, INC. DON RHODES President Tax ID# 25J-9 Exhibit A infraMap Site License: Software system for viewing infrastructure details, functions, history and current system status. Map views provide for navigation and redline notes. The software can be used in an office setting or on a mobile computer which can be connected to a GPS receiver. This includes unlimited software seats throughout the organization. Includes pre-built inspections for: Valves, Fire Hydrants, Service Meters, Pipelines, Backflow Devices, Sewer Manholes, Sewer Pipelines, and Sewer Lift Stations. $100,000 Field Crew Software Configuration and Installation: iWater will install infraMAP software on all specified laptops for vehicle use. Individual user settings will be saved in the default.ixl configuration file. Synchronization optimization will be streamlined through the Spatial Database Engine connection file and redline directory restructuring. Map symbology will be fine tuned to user-specific visual themes. $1,000 per machine infraMAP Citrix Server Configuration and Installation: iWater will install floating license management and configure the GIS server. Server will be optimized for virtualization and central configuration of infraMAP desktop clients. iWater will enhance the infraMAP application to leverage server hardware and configure it to deploy to desktop PCs through virtualization. $5,000 25J-10 infraMAP Service and Support: Includes 12 months of unlimited service, support and training of infraMAP software. All configuration files, MXD documents, batch files, and document management strategies will be provided on an unlimited basis. On-site support and training is also included throughout the term of the agreement. $1,000 per mo. 25J-11 Exhibit A Summary of Costs Task Unit Cost # of Units Total Cost infraMAP Site License 100,000.00 1 100,000.00 Laptop Installation/Configuration 1,000.00 10 10,000.00 Citrix Terminal Server Installation/Configuration 5,000.00 1 5,000.00 infraMAP Service and Support 1,000.00 12 12,000.00 Total: $127,000 25J-12 Exhibit B Professional Services: Reserves for additional services as needed by the City of Santa Ana. This is including but not limited to: Redline cleanup and updates, GPS data collection, and GIS linework construction. Custom modules for FOG Inspections, Lift Station Maintenance, Backflow Device testing will be built and modified for infraMAP users. Not to exceed $70,000 Summary of Costs Task Unit Cost # of Units Total Cost -GPS Technician -Hourly 150.00 200 30,000.00 - GIS Analyst -Hourly 125.00 182 22,750.00 - GIS Programmer -Hourly 150.00 80 12,000.00 - Project Manager -Hourly 175.00 30 5,250.00 Total: $70,000 25J-13 25J-14