HomeMy WebLinkAboutEnvironmental Systems Research Institute Inc; 1991-01-09;h
Environmental systems Research Institute, Inc.
380 New York Street
Redlands. CA 92373
(714) 793-2853 II
AMENDMENT NO. 1
SOFTWARE L&&E HARDWARE AND CONSULTING SERViCES AGREEdENT A-S9315/RS 12/18/90 between City of Carlsbad (Client) and Environmental Systems Research Institute, Inc. (Contractor)
The parties hereby agree to amend the Agreement to incorporate the following changes:
1. ARTICLE 9 - COMPENSATION. Page 8 is changed to read as follows:
ARTICLE 9 - COMPENSATION
The Client agrees to compensate the Contractor as follows:
a. ESRI and Related Software Licenses (1) b. Hardware and System Software (2) (Hewlett-Packard and CalComp) c. Shipping (CalComp) d. Hardware Installation (CalComp) e. Software Installation @RI) f. Training (2 persons, 5 days, at ESRI) Subtotal
g. Sales Tax * ($75,253&l @ 7.25 %) h + Consulting Services (3)
lvrAL
BMOUNT
$ 28,620.OO * 46,633.60 *
120.00 295.00 2,ooo.oo 3.000.00 $ 80,668.60
5,455.89 43.200.00
$129,324.49
The schedule for remitting this compensation to Contractor is presented below:
EVENT AMOUNT
Delivery and Installation of Hardware $ 50,429.54 (Tax $3,380.94)
Delivery and Installation of Software 32,694.95 (Tax $2,074.95)
Upon completion of ARC/INFO 3,ooo.oo User Training
Consulting Services (4) 43.200.00
TOTAL $129,324.49
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A90-S9315-AlfRS -l- 12/19/90
. Environmental Systems Research Institute, Inc.
380 New York Street
xl
Redlands, CA 92373
(714) 793-2853 ~
2. APPENDIX B - HARDWARE TO BE INSTALLED is deleted in its entirety and replaced with the following:
APPENDIX B
Q& Product Description Unit
Price
WLETT-PACKARD HqaDWAJ#
A1630A $ 0.00 Model 400t base SPU. Includes 50 MHz 68030 coprocessor, 8 MB ECC RAM and operating system license to use. MUST order either option AGl or AGK. MUST order localization kit.
Option AL7 Adds HP-HIL ID module. 148.20
Option AG 1 Selects HP-UX as primary operating system. (Order media and manuals separately.)
Option AD8 Color graphics interface with 1280 x 1024 resolution, 8 planes plus 2 overlay planes.
Option ADJ 19-inch color monitor with 1280 x 1024 resolution.
Option AN4 Adds 8 MB ECC RAM with 1 Mbit DRAM. Uses one of the three available RAM connectors.
Option AL5 Adds standard speed IEEE-488 HP-IB interface card.
A1099A HP-UX localization kit. Includes keyboard, mouse, and power cord.
Option ABA U.S. English localized version.
0.00
6,756.40
1,520.OO
3,040.oo
0.00
76.00
0.00
Extended Erice
$ 0.00
296.40
0.00
6,756.40
1,520.OO
3,040.oo
0.00
76.00
0.00
A9OS93 15-A l/RS -2- 12/19/90
Environmental Systems Research Institute, Inc.
380 New York Smeet
Redlands. CA 92373
APPENDIX B, cont’d.
Q& Product Description
C2213A $3,222.40 664 MB SCSI fixed disk integrated into a compact, expandable package. Includes internal SCSI cable and power supply. For use on HP-UX 7.0 or later. Includes standard one-year return-to-HP warranty.
Option 306 57.00 Installs I-WUX 7.0 with 75 MB of swap space, configured for a Series 300 workstation. Includes AXE, PE, NS-ARPA, NFS, and Xl 1. Manuals and l/4-inch media available separately.
Option 002 4,636.OO An add-on 664 MB SCSI 5.25-inch disk drive. Integrated into the 660s at the factory. Includes an embedded SCSI controller and cables. Includes standard one-year return-to-HP warranty.
K2297 88.00 SCSI 2 high density thumbscrew connection to SCSI 1 low density bail connection 5 foot cable.
K229 1 40.00 SCSI terminator low density with bail connection.
10833B 90.00 HP-IB cable. 2 meters.
9145A 3,081.80 l/4-inch cartridge tape drive. Capacity 133 MB using HP 92245L 32-track cartridge.
98594A 0.00 Media/manuals for 98594L HP-UX bundle. Requires prior or concurrent purchase of 98594L.
Option 022 684.00 Software supplied on l/4-inch tape cartridge. Includes software for HP-UX AXE and Programming Environment, NS ARPA and NFS networking, HP Windows/9000 and PAM.
Unit JitIi!x Extended Price
$3,222.40
57.00
4,636.OO
88.00
40.00
90.00
3,081.80
0.00
684.00
A90-S9315-A l/RS -3- 12/19/90
- : - .
Environmental systems Research Institute, Inc. ’ 380 New York Street
Redlands. CA 92373
(714) 793-2853
APPENDIX B, cont’d.
SECOND SYSTEM
* Product Description
1 A1630A Model 400t base SPU. Includes 50 MHz 68030 coprocessor, 8 MB ECC RAM and operating system license to use. MUST order either option AGl or AGK. MUST order localization kit.
1 Option AGl Selects HP-UX as primary operating system. (Order media and manuals separately.) MUST order I-IFWX localization kit A1099A
1 Option AD8 Color graphics interface with 1280 x 1024 resolution, 8 planes plus 2 overlay planes. MUST order one of either option ADH or ADJ (color monitors).
1 Option ADH 16-inch color monitor with 1280 x 1024 resolution. MUST order one of either option AD8, ADA, ADB, or ADC.
1 Option AL5 Adds standard speed IEEE-488 HP-IB interface card.
1 Option AL8 Centronics software support including device driver on l/4-inch tape.
1 Option AM0 Adds 200 MB internal HP-UX SCSI disc drive. Supports HP-UX operating system only.
1 Option AN4 Adds 8 MB ECC RAM with 1 Mbit DRAM. Uses one of the three available RAM connectors.
2 46087C ANSI A/IS0 A4 size HP-HIL digitizer, includes tip-switch stylus.
Unit
Price
$ 0.00
0.00
6,756.40
0.00
0.00
76.00
1,900.00
3,040.oo
665 .OO
Extended Price
$ 0.00
0.00
6,756.40
0.00
0.00
76.00
1,900.00
3,040.oo
1,330.oo
A90-S9315-AlfRS -4- 12/19/90
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Environmental systems Research Institute, Inc. . ’ 380 New York Street
Redlands. CA 92373
APPENDIX B, cont’d.
Qa vDescriDtion
1 A1099A HP-UX localization kit. Includes keyboard, mouse, and power cord. MUST order one localized option (ABA-ACA).
Unit
Price
$ 76.00
1 Option ABA 0.00 U.S. English localized version.
UPGRADES
. . Qb Product De=-vao n
2 A204OA
Unit
I!!ci!x
$1,520.00 Customer installable kit to convert HP-UX model 400t to 425t or 400dl to 425dl. Includes 25 MHz 68040, necessary hardware and documentation. Existing operating system LTU remains valid.
1 Option AAR 452.20 Update media and manuals for HP-UX 7.05 software bundle. Supplied on l/4-inch cartridge tape.
1 92227P Pair of BNC terminators (no ground wire) for ThinLAN networks.
23.00
1 92227F 51.00 ThinLAN coaxial cable with connectors attached. 32 meters in length. Delivery is two weeks.
HEWLE’IT-PACKARD HARDWARE TOTAL
Extended Price
$ 76.00
0.00
Extended Price
$3,040.00
452.20
23.00
51.00
$40,332.60
Prices quoted include prepaid Hewlett-Packard standard transportation and insurance. Taxes are not included.
Discounts are quoted per terms and conditions of Agreement No. AlH18, which expires December 31, 1990.
CALCOMP HARDWARE
CalComp 95480 36-inch x 48-inch non-backlit digitizer, includes 16-button cursor, power lift base, and 2 AMP power supply.
$6,301.00
A90-S93 15-A l/RS -5- 12/19/90
* .
Environmental bystems Research Institute, Inc. I 380 New York Street
Redlands. CA 92373
(714) 793-2853 1y
3. ATTACHMENT C - PROJECT COSTS is deleted in its entirety and replaced by the following:
ATTACHMENT C
Project Costs
COST
:. 3 4
z 7
t 10 11
Seminar $ 970.00 User Needs 6,570.OO Evaluate Data 3,810.OO Document Tasks 2 and 3 4,5 10.00 Database Concept 4,340.oo Application Concept 5,720.OO Other Component Recommendation 2,220.oo Document Tasks 5,6, and 7 3,140.oo Implementation Strategy 4,600.OO Final Report 3,880.OO Translation Pilot 3.440.00
TOTAL CONSULTING $43,200.00
4. All other terms and conditions of the basic Agreement shall remain in full force and effect except as amended herein.
The parties have executed this Amendment on the day written.
ACCEPTED AND AGREED:
Title: Mayor
Date: &&
ATTEST:
ENVIRONMENTAL SYSTEMS NSTITUTE, INC.
Date:
A.YO-S9315-Al/RS -6- 12/19/90
ESRI
380 New York Street
Redlands, CA 92373
Attn: Russell L. Sundquist
RE: Purchase of Hardware and Software for Geographic Information
System
The Carlsbad City Council, at its meeting of November 4, 1990, adopted
Resolution No. 90-336, approving a contract with ESRI to provide hard-
ware, software and consulting/integration services for a GIS.
Enclosed are two original agreements which have been signed by represen-
tatives of the City of Carlsbad. As soon as the documents have been
fully executed, please return one fully executed original agreement to
this office. Also enclosed for your records is a copy of Resolution
No. 90-336.
Also enclosed for you is a letter from Bobbie Hoder of the City of
Carlsbad Planning Department regarding the anticipated start date/
delivery date.
Thank you for your assistance in this matter.
&J&
Assistant City Clerk
Encs.
c: Gordon Peterson
1200 Carlsbad Village Drive - Carlsbad, California 92008 - (619) 434-2808
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SOFTWARE LICENSE, HARDWARE,
AND CONSULTING SERVICES AGREEMENT Contract No. S93 15
THIS AGREEMENT is the expression of covenants between
City of Carlsbad 2075 Las Palmas Drive Carlsbad, California 92009
hereinafter referred to as the Client and Licensee, and
Environmental Systems Research Institute, Inc. 380 New York Street Redlands, California 92373 USA TEL 714-793-2853 FAX 7 14-793-5953 TWX 910 332 1317
hereinafter referred to as the Contractor.
WHEREAS, the Contractor represents that it has title and/or right to license certain geographic information system software as listed in Appendix A of this Agreement and to sell certain computer hardware as listed in Appendix B of this Agreement; and Contractor shall perform all services as specified in this Agreement and in Attachment “A.” In performing the specified services, Contractor shall follow practices consistent with the professional and technical standards in the industry; and
WHEREAS, the Client wishes to obtain a license for said software and to purchase said hardware; and
WHEREAS, th.e Contractor represhnts that it has the expertise to instali said software and to train the Client’s personnel in its use and that it can deliver to the Client said hardware and to properly perform professional services for the conceptual design of a GIS and a pilot study of conversion of AutoCAD files; and
WHEREAS, both the Client and the Contractor declare their intent to enter into an Agreement for licensing of said software, the purchase of said hardware, and for consulting services as negotiated between the parties,
NOW, THEREFORE, in consideration of mutual covenants and agreements contained herein, the parties do hereby agree as follows:
ESRI is the company name and tradema of Enviroamenzal Systems Research Institute, Inc.
ESRI JJ Environmental Systems Research institute, inc.
ARTICLE 1 - SCOPE OF WORK
The Contractor as an independent contractor and not as an agent of the Client shall in conformance with the schedule and such other provisions as are more particularly set forth herein and other mutually agreed to amendments provide the necessary equipment, software, personnel, material, and facilities (except as specified herein to be furnished by the Client) and do all things necessary and/or incidental to the accomplishment of the effort as set forth herein.
ARTICLE 2 - SERVICES, PERSONNEL, AND TIME SCHEDULE OF CONSULTING SERVICES
Contractor will furnish personnel services in the amount necessary to complete promptly and effectively work specified by this Agreement. The Contractor shall identify the Project Manager who shall be empowered to’act for the Contractor in accordance with this Agreement in all matters relating to the technical administration of services to be provided. All key project personnel of Contractor shall be subject to approval by Client. Should the Project Manager be unable to complete his responsibility for any reason, Client will allow the Contractor to replace the Project Manager with a qualified person whom Client finds satisfactory as a substitute.
The Contractor is employed as an independent contractor to render a professional service only, and any payments made to him for compensation are solely for such services as he may render and recommendations he may make in carrying out the work. Contractor shah follow the practice of his profession to make findings, opinion, factual presentations, and to offer professional advice and recommendations.
Should the Contractor wish to employ different equipment or work processes, he must obtain written permission to do so from the Client. Such a request must include a description of the work item(s) to be modified, the Contractor’s rationale for requesting the change, and the Contractor’s assurance that the final product would be of accuracy and quality equal to or better than the specifications of this document.
Any such work or materials furnished by the Contractor without such written order first being given shall be at his own risk, cost, and expense, and hereby agrees that without such written order he will make no claim for compensation for such work or materials furnished.
Contractor covenants that it presently has no interest and that it will not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Contractor further covenants that in the performance of said services, no person having any such interest shall be employed.
Contractor shall have completed all services specified by this Agreement six months from the approval of their Agreement, and this Agreement shall expire on that date unless extended by consent of the parties. Task performance will generally follow the schedule as presented in Attachment “A.”
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ARTICLE 3 - DOCUMENTS
Contractor shall deliver to the Client one (1) copy of products prepared under the terms of this Agreement. Originals of design and study notes, calculations, correspondence and similar material will be filed by the Contractor and made available to the Client on request. Reasonable amounts of copies will be furnished to the Client by the Contractor at no cost. Neither the Contractor nor any of its subcontractors involved in this Project shall copyright any part of reports which are submitted to the Client under this Agreement.
The ownership of all data supplied to the Contractor by the Client and all data derived by the Contractor during the Project, including survey data, maps, nongraphical data tapes, and any other data related to the Project will remain with the Client.
Client shall not disclose or direct Contractor to disclose information related to methods or processes entitled to protection, whether protected by this Agreement or otherwise.
ARTICLE 4 - SERVICES OF CLIENT
Client agrees that its officers and employees will cooperate with Contractor in the performance of services under this Agreement and will be available for consultation with Contractor at such reasonable times as do not conflict with their other responsibilities.
Client, without charge, will furnish or make available for examination or use by Contractor as it may request any data which Client may have available, including but not limited to: 1) copies of previously prepared reports, maps, plans, surveys, records and other documents pertinent to studies specified by this Agreement; 2) copies of ordinances, codes, regulations, other documents, and information related to the studies specified by this Agreement; and 3) copies of information prepared
by Client, or other consultants to Client, which are related to the studies specified by this Agreement. Client shall aid Contractor in obtaining data from public offices or agencies whenever, in the opinion of Contractor, such data is necessary for the completion of the studies specified by this Agreement.
All deliverables submitted to the Client will be checked within two weeks of delivery. The Contractor will be notified in writing of any pending delays in the review periods.
All reviews will be performed on the basis of work correctness and compliance with the
contract. The Client reserves the right to return for correction within these approximate review periods
any and all products that are in error or have not been prepared within the scope of work; unless otherwise notified in writing, these corrections will be incorporated in another work task submittal. However, if any work submittal is in gross error, the Client reserves the right to require a completely new submittal of work.
After initial checking, acceptance will be categorized by the Client as follows:
1. ACCEPTED, that is, meeting specifications with no more than minor and/or isolated exceptions, in which case the Client will take responsibility for correction and will so inform the Contractor.
2. ACCEPTED WITH REWORK, that is, essentially to specification, but having a significant number of isolated exceptions, and accepted pending reediting and correction by the
ESRI JJ Environmental System: ,esearch InsOtute. Inc. , *
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Contractor. The Contractor shall reedit the work for indicated errors and resubmit within
thirty (30) days. The Client will rerun its acceptance checks for the classes of errors detected in the initial check and will reclassify the deliverables as either ACCEPTED or REJECTED.
3. REJECTED, that is, failing to meet specification in ways which indicate that major improvements in performance and/or procedure are needed to avoid recurrence. The Contractor shall rework the deliverable generally, including all quality checks, and resubmit to the Client within thirty (30) days, at which time the Client will rerun its acceptance check and reclassify the work.
The correction procedures of Contractor shall not affect the overall production schedule. Once a final acceptance is given on any deliverable product, any further corrections required of Contractor for
that accepted product shall be billable at appropriate hourly rates.
ARTICLE 5 - CHANGES TO SCOPE OF WORK
Client may at any time, by written order, make changes within the general scope of this Agreement in the services of work to be performed. If such changes cause an increase or decrease in the cost of, or time required for, performance of Contractor’s services under this Agreement whether or not changed by any order, an equitable adjustment shall be made in the fixed fee, and this Agreement shall be modified in writing accordingly. Any claim of Contractor for adjustment under this Article must be asserted in writing within twenty (20) days after receipt by Contractor of the written order for change.
No services for which an additional compensation will be charged by Contractor shall be furnished without the written authorization of Client.
ARTICLE 6 - PERIOD OF PERFORMANCE
Contractor shall commence work after execution of this Agreement and complete the work as specified herein. Contractor shall generally adhere to the following schedule:
TASK CONTRACTED PERIOD ETION
Execution of Agreement
TASK 1 - Install Equipment Within 90 days (if possible - vendor dependent)
TASK 2 - Install Software Within 120 days
TASK 3 - Software Training Within 150 days
TASK 4 - Consulting Services Within 5 months
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ARTICLE 7 - STATEMENT OF TASKS
The Contractor shall perform four basic tasks as part of this effort. The tasks are:
1. Install and test all’hardware listed in Appendix B at the Client’s office and guide the Client’s systems administrator in the use and operation of the hardware.
2. Install software listed in Appendix A.
3. Familiarize users in use of Contractor-supplied software.
4. Provide consulting services in the conceptual design of a GIS and a pilot study.
Each task is separately discussed below in association with the responsibilities of the Contractor and Client and the deliverables to be provided.
TASK 1 - Installation of Equipment
The Contractor shall install all equipment presented in Appendix B in the Client’s designated office within 90 days (if possible) of execution of this Agreement. Installation dates may be changed by mutual consent of the Contractor and the Client. This installation shall include the successful interfacing and testing of equipment according to standard procedures associated with each manufactured item of the system. The unpacking and placement of equipment shall be the joint responsibility of the equipment vendor and Client, with ESRI providing coordinative support.
During the installation period, the Contractor shall coordinate with and guide the Client’s system administrator on the installation and administration of the new hardware system as it relates to the operation of ARC/INFO and related ESRI software. As the two parties work together on systems installation tasks, the systems administrator will be guided through key procedures needed to install and administer ARC/INFO and related software on the equipment. The following will be covered:
l %&i;; up the system and individual devices and shutting them down in an orderly
l Checking disk space availability, obtaining files and directory listings, setting up accounts and permission/access rights, and creating work spaces for the software
l Loading ador restoring files on tape
l Modifying user line and terminal settings where necessary
Deliverables
l Hardware System as specified in Appendix B
l Interfaced Hardware
l Performance (acceptance) Tests
ESRI JJ Environmental Systems Research Institute. Inc.
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Responsibilities
a. The Client shall designate a person to act as system administrator who will learn the procedures for system installation, operation, maintenance coordination, and problem identification.
b . The Client shall, at its own expense, prepare the designated site in accordance with specifications and communications with a member of the Contractor’s staff. These preparations shall include installation of appropriate electrical wiring, air conditioning, heating, humidity control, lighting, and space for hardware components.
c. The Contractor shall coordinate the shipping, insurance, and delivery of the various hardware components, including communication with the Client regarding appropriate logistics.
d . The Client shall provide appropriate insurance coverage for the equipment after delivery.
e. The Contractor shall provide an on-site specialist to interface the various hardware components, coordinate with the hardware vendor representatives in performing the various acceptance testing of each equipment component, and familiarize the users in use of the hardware.
Acceptance of Equipment
Equipment shall be accepted by the Client when the Contractor and Client shall jointly verify that the equipment is installed and operating in accordance with the manufacturers’ published specifications.
TASK 2 - Install Software
The Contractor shall successfully install and test (on Contractor delivered hardware) all software outlined in Appendix A of this Agreement. The Contractor is responsible for interfacing of hardware only if such items are identified in the current ESRI supporting documentation.
Contractor technical personnel will work on site with assigned Client staff who will be familiar&d with maintaining and supporting the software systems installed.
Contractor shall deliver and install a training data base with the software which can be used to ensure that the programs are fully operational.
Deliverables
l Contractor software installed and tested on the computer system specified in Appendix B.
l Guidance of Client technical personnel in installation and maintenance of software
l One set of system documentation
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Responsibilities
a. The Client will provide the completed Client Information Profile to Contractor. The installation date will not be finalized until ESRI has reviewed the profile.
b. Contractor will supply all materials for installation activities.
c. The Client shall provide technical staff, as needed, including the Client system administrator, to work with Contractor’s staff, install software, and learn basic maintenance and management procedures for software (approximately 24 hours time during the period of hardware and software installation). If software is to be installed on or interfaced to client equipment not furnished by ESRI, Client technical staff shall participate in the software installation and shall provide assistance in interfacing Contractor-supplied software with Client’s computer operating system and Client’s peripheral devices. Client technical staff shall be available during training to assist with operating system adjustments, minor bug fixes, etc. Client shall provide system administrator level access to Contractor on its computer system and provide requested user accounts required for software installation.
Acceptance of Sohware
Software shall be accepted by the Client when Contractor and Client jointly run sample test job runs and jointly agree in writing that the modules are operational according to the specifications listed in Appendix A,
TASK 3 - Train Software
The Contractor shall train Task 2.
Users
users in the operation of the software programs installed as part of
The training program will be conducted at the offices of the Contractor. The Client shall select no more than two of its staff for training. The Contractor shall present a general overview of each program and have each student use each program to solve a problem from a previously distributed problem set. The courses themselves will extend over a period of five class days.
Deliverables
l Users trained in use of ESRI software
l 2 sets of user manuals
l 2 sets of course materials
Responsibilities
The Contractor shall provide all training materials and a trainer for conducting the courses. Additional sets of systems documentation, course materials, and user manuals are available at current list prices.
ESRI
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EnvironmenIal Systel. tesearch Institute. Inc. .
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TASK 4 - Consulting Services
The Contractor shall perform the consulting services identified in Attachments A and B herein on a fixed-price basis for the fixed-priced amounts shown in Attachment C. By executing the Agreement, the total Consulting task will be authorized; however, monthly progressive payments will be in accordance with Article 10.
ARTICLE 8 - SUBCONTRACTORS
At the time subcontracted services are anticipated, the Contractor shall notify the Client of the nature of, and need for, such services and identify the proposed subcontracting fm. The Contractor must receive approval in writing from the Client prior to utilization of any subcontractor.
ARTICLE 9 - COMPENSATION
The Client agrees to compensate the Contractor as follows:
a.
b.
C.
d.
e.
ESRI and Related Software Licenses (1)
Hardware and System Software (*I
Shipping
Software Installation
Training
f.
g-
Sales Tax
Consulting Services(3)
Subtotal !§103,395.00
6,552.35 (7%)
38.100.OQ
TOTAL $148,047.35
AMOUNT
$28620.00
67,075.OO
700.00
2 ,ooo.oo
5.000.00
(*I Appendix A lists software items. (*I Appendix B lists hardware items. t3) Costs are identified by task on Attachment C, and billing is in accordance with Article 10.
ESRI JJ Environmental Systems bseerch Institute. Inc.
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The schedule for remitting this compensation to Contractor is presented below:
EVES AMOUNT
Delivery of Hardware $34,982.45
Installation of Hardware 34,982.45
Installation of Software
Upon Completion of ARC/INFO User Training
Consulting Setvicest4)
TOTAL
34,982.45
5 ,ooo.oo
38.lOO.OQ
$148,047.35
The Contractor will invoice the above identified events. The Client agrees to pay all Contractor invoices within 15 days of receipt.
ARTICLE 10 - INVOICES AND PROGRESS REPORTS
Contractor shall prepare in writing and submit to Client in writing, monthly invoices showing requested compensation for consulting work in accordance with the schedule as specified in Attachments A and B. Said invoices shall be calculated on the basis of tasks completed or partially completed. In the event any work task is not 100% complete, Contractor will submit sufficient documentation to assure the Client that tasks have been satisfactorily performed by Contractor. This preliminary acceptance for payment in no way abrogates Contractor’s responsibility to correct any errors in compensated work tasks.
Client shall make a payment to Contractor for the allowable costs invoiced no later than thirty (30) days after receipt and approval of each invoice by Client. Client agrees to notify Contractor within fifteen (15) working days of receipt of invoice if preliminary acceptance for payment has not been authorized.
If requested by the Client, and upon receipt of a Purchase Order based on costs to be negotiated, the Contractor shall prepare for and attend in-progress review meetings throughout the performance period of this contract. These meetings shall be conducted as mutually agreed by the parties. Where possible, conference calls will substitute for some of these meetings.
ARTICLE 11 - HARDWARE WARRANTY AND MAINTENANCE
Contractor warrants for 60 days from date of installation each of the hardware components furnished under this Contract to be free from defects in material and workmanship. Contractor’s
t4) Consulting services will be billed monthly based on percentages of completion.
Environmental Sysk. &search Institute. Inc. I *
liability under this warranty is limited to servicing or adjusting any component returned by the Client to the factory for that purpose and to replace any defective parts therein.
The Contractor shall develop with the Client’s technical representative the Client-managed maintenance agreements with each hardware manufacturer for ongoing maintenance support at site.
ARTICLE 12 - COVENANT AGAINST CONTINGENT FEES
Contractor warrants that no person or company has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee; nor has Contractor paid or agreed to pay any person, company, corporation, individual, or fum any fee, commission, contribution, donation, percentage, gift, or any other consideration contingent upon or resulting from award of this Agreement. For any breach or violation of this provision, Client shall have the right to terminate this Agreement without liability.
ARTICLE 13 - SOFTWARE MAINTENANCE AND UPDATE SERVICE FOR INITIAL 12-MONTH PERIOD
The Contractor will support/maintain the software for a period of 12 months following installation. Software support and maintenance will apply only to unmodified software and to modifications incorporated and distributed by ESRI in updated versions of the software. Standard software updates provide only for standard devices supported by the Contractor. The Client is responsible for making or arranging for updates to interfaces for nonstandard devices. This maintenance and support will include the following:
1. Correction of malfunctions caused by incorrect coding or programming.
2. Correction of functions which fail to perform as specified in supporting documentation.
The Contractor also agrees to provide program corrections for any system errors reported and determined to be in the system, the documentation, or in any published operational procedures in the most expeditious manner possible and at no cost to the user for period of 12 months following installation.
In order to facilitate the orderly handling of problems which occur in the software, the following procedures will occur:
1. The Client will document any problem which occurs in the software with respect to the specific data file on which it occurs.
2. The Client will attempt to replicate the problem using other test data.
3. The above mentioned documentation and testing will be forwarded to the Contractor’s office for debugging of errors in a timely manner.
. Environmental Systems hd@fCh Institute. Inc.
4. The Contractor will correct the problem and return the corrections to the Client in a clearly documented form.
During the period of maintenance and update service, the Contractor shall be available to assist in debugging or answering user questions regarding software operation by telephone consultation on weekdays between the hours of 7:00 a.m. and 5:OO p.m. Pacific Time. The Client’s GIS Consultant or System Administrator designated in Appendix D shall mail or telephone problems or questions to the ESRI User Coordinator, 380 New York Street, Redlands, California, 92373, Telephone (714) 793-2853, extension 1491. Software problems are handled on the telephone or within 24 hours with a solution or work-around. Refer to the ESRI User Support Policy as in Addendum A.
In addition, the Contractor will deliver to the Client all updates to the software which are distributed within 12 months following installation. These updates will be sent to the Client’s System Administrator designated in Appendix D.
ARTICLE 14 - SOFTWARE MAINTENANCE AND UPDATE SERVICE
AFTER INITIAL 12-MONTH PERIOD
The Contractor agrees to provide and the Client agrees to accept the above maintenance and update service beyond the 12 months for an annual fee. The current annual maintenance and update service fee is listed in Appendix A.
ARTICLE 15 - SOFTWARE LICENSE, USE, AND TRANSFER RIGHTS
The Contractor grants the Client the nonexclusive, nontransferable license to use the software listed in Appendix A as delivered at the time of installation and updated by subsequent Contractor software releases. Each software license granted under this Agreement authorizes the Client to use the licensed software package in any machine-readable form on a single central processing unit (CPU) designated by type and serial number as designated in Appendix B. A separate license or amendment to this Agreement is required for each CPU on which the licensed software package will be used, PROVIDED that the license granted under this Agreement for the designated CPU may be temporarily transferred to one backup CPU while the designated CPU is inoperative due to a malfunction.
The license for the IGL package is granted according to the additional provisions and restrictions set forth in Appendix C, to which Client hereby agrees.
Upgrade of CPU
The Client may redesignate the CPU on which a licensed software package is used by notifying ESRI in writing at least ten (10) days prior to the redesignation and by paying ESRI such fees as may be due if the redesignated CPU capacity is larger than that of the originally designated CPU.
Additional CPUs
Environmental Systemr Research Institute. Inc.
If ESRI software is used on a processing unit in addition to the designated CPU, then the Client shall pay to the Contractor an additional license fee. The fees for additional installations of ARC, INFO and Tektronix IGL software shall be in accordance with the discount policies then in effect. The Contractor agrees to provide professional services for installing, moving, reinstalling, and/or training in use of said software within new or relocated Client sites for costs not to exceed standard Contractor labor rates, travel, and per diem.
ARTICLE 16 - STATEMENT OF PROPRIETARY INTEREST
The Client agrees that all software licensed by way of this Agreement and all Contractor documentation are proprietary to the Contractor and are and shall remain at all times the property of the Contractor. The Client shall be responsible to ensure that its employees do not disclose any proprietary information or material to any unauthorized individual, institution, company, or government agency or in any way transfer this software or any hybrids of the same without written permission of authorized Contractor personnel. The restrictions shall include: software, file structures, documentation, algorithms, related software concepts, software program corrections, and updates. The Client agrees that copies of all licensed software received from the Contractor or made by Client for any purpose authorized by the Agreement are and shall remain at all times the property of Contractor. The Client agrees that its obligations of confidentiality described heretofore in this article are binding in perpetuity and as such survive the term of this Agreement.
The Contractor will claim no rights in Client’s developed software. If Client modifies ARC/INFO, Contractor will not support the software. Any AMLs developed by the Client belong to the Client.
ARTICLE 17 - TERM AND TERMINATION REGARDING
SOFTWARE LICENSE
This Agreement is effective from the date of execution of this Agreement by Contractor. This Agreement and any license granted hereunder may be terminated by Contractor if Client fails to comply with any of the terms and conditions herein. The license granted herein with regard to each licensed program shall remain in force until Client discontinues the use of that licensed program on the designated equipment or until Client’s failure to comply with any of the terms and conditions of this Agreement.
Within thirty (30) days after Client has discontinued use of any licensed software or within five (5) days after Contractor has terminated this Agreement by reason of Client’s failure to comply with any of the terms of this Agreement, Client shall destroy all copies in whole or in part, in any form, including partial copies and modifications, of the discontinued or terminated licensed program or programs (except that, upon prior written approval of Contractor, such approval not to be unreasonably withheld, Client may retain a copy for archive purposes only), and Client shall represent in writing to Contractor that these steps have been taken. Within the same applicable time period, Client shall return all documentation, manuals, and related material concerning the discontinued or terminated licensed program or programs to Corm-actor.
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ARTICLE 18 - TERM AND TERMINATION REGARDING
CONSULTING SERVICES
This Agreement shall continue in force until completion of all services required of Contractor, unless terminated by Client or Contractor pursuant to the provisions herein.
This Agreement may be terminated in whole or in part in writing by either party in the event of substantial failure by the other party to fulfil1 its obligations under this Agreement through no fault of the terminating party; provided that no such termination may be effected unless the other party is given: (1) not less than fifteen (15) working days written notice of intent to terminate, and 2) an opportunity for consultation with the terminating party in order to correct any such default prior to termination.
This Agreement may be terminated in whole or in part in writing by Client for its convenience, provided that no such termination may be effected unless Contractor is given: 1) not less than ten (10) working days written notice of intent to terminate, and 2) an opportunity for consultation with Client prior to termination.
Upon receipt of a notice of termination, Contractor shall: 1) promptly discontinue all services affected (unless the notice directs otherwise), and 2) deliver or otherwise make available to Client all finished or unfinished documents and all information which have been accumulated, developed, or prepared by Contractor in performing services under this Agreement.
Contractor shall be paid on a pro rata basis for work completed under this Agreement through the effective date of termination.
Upon any termination of this Agreement, Client may take over the work and prosecute the same to completion by Agreement with another party or otherwise.
ARTICLE 19 - TIME-SHARING
Licensed software shall not be utilized by Client on behalf of any other person or organization (for example, in a time-sharing type of operation) without the specific written consent of Contractor. This clause is limited to the prohibition of the use of the licensed program for commercial time-sharing by other persons or organizations.
SANJDAG’s ability to utilize Client’s data by linking Client’s computer is not affected. However, SANDAG may not access Client’s ARC/INFO, and Client is responsible for preventing such access.
ARTICLE 20 - EXPORT
Licensee acknowledges that the software and other technical data licensed under this Agreement are subject to export controls imposed on Licenser, Contractor, and Licensee under the laws and regulations of the United States. This technical data is for use only at the authorized destination licensed by this Agreement. Licensee will not permit exportation or transshipment in violation of the export laws and regulations of the United States, and Licensee agrees to indemnify
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and hold Licenser and Contractor harmless from any and all costs, damages, fines, or other expenses incurred by them by reason of Licensee’s violation of this provision.
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ARTICLE 21. SUPPLY OF CONVERTED, EXTENDED, AND NEW
RELATED SOFTWARE
If requested, the Client agrees to provide Contractor with a copy of converted, revised, and/or new GIS software developed in conjunction with Contractor-provided software operating on the Client’s hardware as well as copies of any documentation relevant to such software. The expenses incurred in conducting such transfer shall be charged to the Contractor on a reimbursable basis. In the case where the Client provides Contractor with software resulting from conversion, revision, extension, or new creation, said software shall be available without cost or with nominal cost to other GIS software users upon request.
ARTICLE 22 - ADDITIONAL GEOGRAPHIC INFORMATION SYSTEM
HARDWARE
It is agreed that in the event that the Client desires system upgrades or an additional hardware system, that the Contractor shall have the right to submit a proposal for this.
ARTICLE 23 - ONGOING SERVICES
The Contractor shall provide the Client with on-call support services, with scheduling to be agreed upon by both parties, in the following areas:
a. Contract digitizing and processing b . Use of electrostatic plotting c. Programming and systems consulting
The cost of ongoing services will be in accordance with the Contractor’s most current rate schedule at the time the services are performed.
ARTICLE 24 - CONTRACT ADMINISTRATION
The Client’s Contract Administrator hereunder is designated in Appendix D.
The Contractor’s Contract Administrator hereunder is S.J. Camarata, Jr.
ARTICLE 25 - TECHNICAL REPRESENTATIVE
The Client’s Technical Representative who will participate during system installation, be available as system administrator during training, and who will be the primary technical contact with the Contractor for user support and software updates under this Agreement is designated in Appendix D.
The Contractor’s Technical Representative under this Agreement is Steve Piscatella.
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The Technical Representatives shall represent the Contract Administrators in the technical phases of the work; however, the Technical Representatives shall not be authorized to change any of the terms and conditions of this Agreement. Such changes, if any, shall be made only by the Contract Administrator or by his author&l representative by a properly executed modification to this Agreement.
ARTICLE 26 - ACCEPTANCE OF WORK
Acceptance of all reports and services shall be made by the Client’s Contract Administrator.
ARTICLE 27 - EXTENSION AND MODIFICATION
Additional specifications consistent with the terms and conditions of this Agreement relating to details of time, task breakdown, or other matters related to accomplishment of the proposal not specified in this Agreement, may be added to this Agreement through agreement by both parties by a properly executed modification.
ARTICLE 28 - FORCE MAJEURE
Neither party shall be considered in default in the performance of its obligations hereunder or any of them, to the extent that performance of such obligations is prevented or delayed by any cause existing or future, which is beyond the reasonable control of such party. Any delays beyond the control of either party shall automatically extend the time schedules as set forth in this Agreement by the period of any such delay.
ARTICLE 29 - ASSIGNMENT
Client shall not be entitled to assign its rights hereunder, or any of them, without the prior written consent of Contractor.
ARTICLE 30 - REMEDIES
It is mutualIy agreed that all claims, counterclaims, disputes, and matters in question between the Client and Contractor arising out of or relating to this Agreement or the breach thereof will be decided by negotiation between the two parties. Any dispute which is not settled to the mutual satisfaction of the parties within 20 days from the receipt of notice of a dispute shall be finally settled under the rules of conciliation and arbitration of the American Arbitration Association in effect on the date notice is given in San Diego County, California. Three arbitrators familiar with consulting services in the GIS industry will be appointed in accordance with these rules. The arbitration award shall be final and binding upon the parties, and judgment may be entered thereon upon the application of either party by any court having jurisdiction. Each party shall bear the cost of preparing and presenting its case and the cost of arbitration, including fees and expenses of the arbitrators will be shared equally by the parties unless the award provides otherwise.
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ARTICLE 31 - TAX APPLICABILITY
The Contractor has included within the contracted price only such sales tax as is shown in Article 4 and is bound by the laws, rules, and regulations of the appropriate taxing agency regarding such matters. Any sales tax not shown in Article 4 which becomes due shall be paid by the Client. If the Client agency is exempt from certain taxes, the Client shall furnish to the Contractor evidence of its exemptions from any Federal, State, or local taxes. Such certificates shall be furnished to the Contractor upon execution of this Agreement.
Consultant shall maintain records of performance under this Agreement and make these records available for inspection and audit by Client.
Audits conducted pursuant to this Article shall be in accordance with generally accepted auditing standards and established procedure and guidelines of the reviewing or auditing agency.
Records maintained under terms of the above shall be maintained and made available during performance of services under this Agreement and until three years from date of final payment. In addition, those records which relate to any dispute, appeal, litigation, or the settlement of claims arising out of such performance or costs of items to which an audit exception has been taken shall be maintained and made available until three years after the date of resolution of such appeal, litigation, claim, or exception.
ARTICLE 32 - INSURANCE, INDEMNIFICATION
At the Client’s request, Contractor will provide a certificate of insurance to Client upon execution of this Agreement.
Regardless of the coverage provided by any insurance, Contractor shall indemnify, defend, and hold Client harmless from claims, demands, actions, Attorney’s fees, costs, and expenses based upon or arising out of negligent or intentional acts or omissions of Contractor, its employees, subcontractors, or other agents while performing services under this Agreement except to the extent such acts or omissions are attributable to Client.
It is understood among the parties that the Contractor is relying solely upon records and maps already in existence and copy made available through public record sources by the Client to the Contractor with which to perform its obligation under this Agreement, and that the resulting work product is informational only and may not be relied on as a substitute for documents of record.
ARTICLE 33 - LIMITS OF LIABILITY
Contractor’s liability to the Client for any cause whatsoever shall extend only to those actual damages suffered by the Client as a direct result of Contractor’s breach of this Agreement. However, notwithstanding the above, Contractor’s liability shall in no event exceed the amount actually paid by the Client for the portion of the professional services involved. The Contractor shall be liable to Client for its negligent or willfull acts for all damages resulting therefrom as that term is used in Civil Code Section 3300.
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ARTICLE 34 - APPLICABLE LAWS
The laws of the State of California and rules and regulations issued pursuant thereto shall be applied in the interpretation, execution, and enforcement of this Agreement, PROVIDED that with respect to the INFO software package the provisions of the Agreement relating to proprietary rights of the Contractor and Hence Inc., the owner of the INFO software package, shall be construed in accordance with the laws of the Commonwealth of Massachusetts, United States of America. Notwithstanding the above, the rights, duties and obligations between the City and Contractor shall be interpreted according to the laws of California. Venue shall be proper in the County of San Diego, North County Judicial District.
ARTICLE 35 - SOFTWARE RIGHTS, COPYRIGHTS, AND RIGHTS IN
DATA
The Contractor shall maintain complete ownership and proprietary rights with regard to software programs used or developed which have universal application at ARC/INFO sites. The Client shall obtain the rights to use, sell, and/or modify any custom ARC Macro Language (AML) Programs specifically developed for applications unique to the Client, and required of Contractor to meet its contractual obligations. Refer to Attachment A, Task 4.11.
AML Programs and/or Software that are developed by the Contractor in performing the services under this Agreement shall not become the subject of an application for copyright by the Client. The Contractor retains all rights not specifically granted to the Client above.
Contractor grants a nonexclusive right to the Client to use the AML (ARC Macro Language) programs developed for and delivered to the Client under this Agreement. The Client may use and/or modify such programs for any purpose. Other than warranting that the AML program will perform in accordance with the specifications as stated herein, no other warranty is provided. The Client understands this software is not supported or updated by the Contractor.
The Contractor reserves the right to use for any purpose any programming tools, skills, and techniques acquired or used by the Contractor in the performance of the services herein. Nothing in this Agreement shall be construed as restraining the Contractor, its employees, agents, or subcontractors in the use of the techniques and skills of computer programming and design which may be acquired in the course of performance of this Agreement, or providing the Client with any rights in the Contractor proprietary programs in which the Client’s programs may be written-
The Client retains rights in any databases developed and/or modified by the Contractor in performing the services under this Agreement. Notwithstanding the foregoing, the Contractor retains the right to use the database in digital form for any business purpose.
ARTICLE 36 - MISCELLANEOUS
The laws of the State of California shall govern the interpretation of this Agreement.
Any attempt by Contractor to assign or otherwise transfer any interest in this Agreement without the prior written consent of Client shall be void provided, however, that claims for compensation due
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or to become due to Contractor from Client under this Agreement may be assigned without such approval. Notice of any such assignment or transfer shall be furnished promptly to Client.
Any notice required or permitted to be given hereunder shall be deemed to have been given when received by the party to whom it is directed by personal service, hand delivery, or mail delivery as follows:
TO CLIENT: CITY OF CARLSBAD Attn: Bobbie Hoder 2075 Las Palmas Drive Carlsbad, CA 92009
TO CONSULTANT: ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. 380 New York Street Redlands, CA 92373 Attn: Jon Harrison, with a copy to Contract Manager
Either party may change its representative or address above by written notice to the other.
This Agreement represents the entire understanding of the parties as to the subject matter herein. No prior oral or written understanding shall be of any effect with regard to these matters. Any change or modification of this Agreement other than a change under Article 5 (Changes to Scope of Work) shall be made only upon written consent of both parties.
It is hereby mutually agreed that neither the Client nor the Contractor will solicit, hire, or contract with any employee(s) of each other’s technical staff who are associated with efforts called for under this Agreement during the term of this Agreement and for a period of one (1) year thereafter. In the event the foregoing provision is breached, liquidated damages equal to twelve (12) months of the employee’s compensation plus any legal expenses associated with the enforcement of this provision shall be paid by the breaching party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date written.
ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC.
ATTEST :
ALETHA L. MUTE
m-19- 1 2/l 8190
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APPENDIX A
SOFTWARE TO BE INSTALLED
System Source
ARC ESRI
INFO HENCO
IGL TEKTRONIX
ARC/INFO NETWORK ESRI
Software Itemized Cost
Software License Fee and First Yeais
SoDport
Hewlett Packard 400 Series Single-User
ARC/INFO with IGL NETWORK $18,000 2,550
Hewlett Packard 400 Series Single-User
ARC/INFO with IGL NETWORK Subtotal Less Discount
$ 9,900 1.403 $31,853
(3,233)
Current Annual Software Support Fee for Maintenance and Utxlate Service
?Yf%
‘500
Secondary $1,200 200
SoftwareToTAL $28,620
NOTES: The software licensed under this agreement includes only those software packages listed above. The system program summaries listed on the following pages may list other systems which are not licensed under this agreement.
Object code is not included.
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APPENDIX B
HARDWARE TO BE INSTALLED
Qty.
1
1
1
1
1
1
2
1
1
1
1
1
Model No. Description
4.330GX-8-P7 SPARCstation 330 with 8 MB memory, 19” color trinitron monitor, 327 MB internal SCSI disk CPU Serial No.
526L
660A
327 MB internal add-on disk
External 150 MB l/4” cartridge tape drive
X301A
SSl-01
4/6OFGX- 8
USA country kit
Sun 4 operating system and manuals
SPARCstation 1, 8 MB of memory 16” color triniuon monitor CPU Serial No.
X551H
ss2-01
95480
104 MB internal SCSI disk
Sun SPARCstation 1 software
CalComp 36” x 48” non-backlit digitizer, power lift base, 16 button cursor
Ethernet
Sun
Ethernet hardware
SunPaint, SunWrite, and SunDraw
Hardware Installation
The Client shall have the option to change the hardware configuration during installation, subject to penalties for cancellation, if it is determined by Contractor and Client that such changes are necessary.
Environmental Systems R-arch Inslilute. Inc.
APPENDIX C
SPECIAL PROVISIONS - TEKTRONIX INTERACl-IVE GRAPHICS LIBRARY (IGL) SOFTWARE LICENSE
1. Scope of License Granted
a. The license granted to the Client by Tektronix and the Contractor is a nonexclusive, nontransferable license to use Licensed Software on Designated Equipment solely for Client’s internal business purposes and to reproduce Licensed Software solely in support of such use.
b. The Client may use Licensed Software on a single backup unit or substitute equipment whenever Designated Equipment is inoperative or is undergoing repair, maintenance, or modification.
c . The Client may at any time request that this license be extended to permit use of Licensed Software on additional or replacement Designated Equipment subject to Tektronix’ approval by: (I) submitting a request that refers to this license by number and that identifies the additional or replacement Designated Equipment, and (2) paying the fees and charges applicable at the time the request is submitted.
2. Permission to Copy Licensed Software
a. The Client may copy Licensed Software only as reasonably necessary to support the authorized use. The Client shall maintain a record of the number and location of all copies made and shall make such record available to Tektronix upon request.
b . The Client shall reproduce and include in all copies of Licensed Software any copyright notice or restrictive legend included in Licensed Software as received from Tektronix, and shall affix to the copy medium and any container housing the medium any copyright notice or restrictive legend affixed to the medium or container as received from Tektronix.
c. All copies of Licensed Software, whether provided by Tekuonix or made by the Client, shall be and remain the property of Tektronix or third parties from whom Tektronix has obtained a licensing right.
3. Protection and Security of Licensed Software
a. The Client shall not provide or otherwise make available Licensed Software to anyone other than employees or contractors of the Client whose job performance requires such access. The Client shall take appropriate action to ensure that any person permitted access to Licensed Software does not provide it to others or duplicate it in contravention of this license.
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APPENDIX C, continued
b . The Client shall not remove or obscure any notice or legend included in Licensed Software as received from Tektronix or affixed to its media or media container or printed in any of its associated documentation.
c. Before recycling, discarding, or disposing of any media containing Licensed Software, the Client shall erase or otherwise destroy Licensed Software contained therein.
4. Notice
a. The Interactive Graphics Library (IGL) Software licensed under the agreement has been obtained from Tektronix and is subject to the rights of Tektronix and to the license between Tektronix and ESRI, the Contractor.
b. Tektronix makes no representations or warranties to the Client and is not obligated to provide support to the Client.
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APPENDIX D Client Renresentatives for ESRI Software Products
TECHNICAL REPRESENTATIVE CONTRACT ADMINISTR4TOR
Participates in System Installation Acts as System Administrator during Training Acts as Primary Technical Contact with ESRI or Distributor
Gordon Peterson
Name
1200 Carlsbad Villaqe Dr
Street Address
Carlsbad
City
CA, 92008
State
619 I 434-2915
Administers Agreement
Bobbie Hoder
NZKlX
2075 Las Palmas Drive
Street Address
Carlsbad. CA 92009
City
619 I
State
438-1161
ZP
4439
Area Code Phone Extension
SYSTEM ADMINISTRATOR (If not Technical Representative)
Area Code Phone Extension
T’O WHOM SHOULD WE SEND INVOICES?
Receives and Installs Update Packages Acts as Operating System Specialist Coordinates Hardware Maintenance Forwards System Questions to ESRI or Distributor
Bobbie Hoder
Street Address
City State
/ AreaCode Phone Extension
2075 Las Palmas Drive
Street Address
Carlsbad
City
CA
State
92009
ZP
619 /
Area Code
438-l 161
Phone
4439
Extension
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APPENDIX D, continued
GIS CONSULTANT GIS CONSULTANT
Receives User Documentation Client h4ay Designate Different People to Forwards User Questions to ESRI or Act as GIS Consultants on Various ESRI Disui butor Packages such as ARC/INFO, Receives ESRI Response to User Questions NETWORK, COGO, etc.
Software Package Software Package
Name Name
Street Address Street Address
City State ZP City State Zip
d Phone Extension d Phone Extension
Please send any future change notifications on company letterhead or additional copies of this form to ESRI, 380 New York Street, Redlands, California, 92373. Telephone, (714) 793-2853; FAX, 7 14-793-5953; Telex, 910 332 .13 17.
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Task 4.1 - Conduct
Introductory Seminar
Deliverables
Task 4.2 - Identify
User Needs
ATTACHMENT A
Scope of Services
As the initial task, ESRI will conduct a seminar to introduce
departmental managers and key staff to GIS technology and the
conceptual design process. The seminar will be structured into two
parts. The first part will focus on explaining GIS technology and the
role it can play in local government. Among the topics to be
addressed will be:
n Basic concepts of geographic information management.
n The potential benefits to the City of increased efficiency in
operations and public services which can result from the
introduction of geographic information management technology.
n The range of capabilities of the ARC/INFO geographic
information system including geographic data manipulation,
analysis, networking and graphics techniques, data base concepts
and automated mapping and drafting procedures.
The second part of the seminar will focus on the needs assessment and
conceptual design methodology.
The following products or services will be provided:
n A seminar on geographic information system technology will be
conducted.
In this task, the geographic information and analysis requirements of
the GIS users of the City will be identified. These are expected to
include the following departments: Planning, Engineering, Public
Works, and Public Safety.
ESRI will review needs assessments materials previously prepared by
the City. ESRI will then discuss the extent of a supplementary
interview program with the City’s Project Coordinator. Based on the
discussion, the City’s Coordinator will establish a final interview
program and schedule. The Coordinator will also ensure that
interviewees are properly prepared for their scheduled interviews.
The following interviews have been assumed:
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Department No. Interviews
Planning
Engineering
Public Works
Public Safety
Total
2
3
3
-2 10
Interviews of staff identified in the schedule will be performed once all
preparation is completed by the Coordinator. These interviews will
focus on the tasks performed by and responsibilities of the GIS users
for collection, maintenance, and provision of geographically
referenced information. Focus will be on the types of geographically
related decisions made by each department and division, and the range
of geographic data used to support these decisions, These interviews
will also provide an indication of the information and analysis
techniques which will be required within the geographic information
system, and the necessary levels of accuracy and data resolution to
support divisional and branch responsibilities. Each interview will
last between two and three hours and may be attended by several
representatives from the department.
Task 4.3 - Evaluate Concurrent with the interviews in Task 4.2, samples of existing data
Existing Data which may satisfy the geographic information and analysis needs of
prospective users of the GIS will be collected. Data to be collected are
expected to include maps, reports, statistical and tabular data listings,
aerial photography, and related documents. Map and tabular data
currently automated or expected to be automated in the future will also
be inventoried in this task. The data samples, including samples of
the digital data for the conversion pilot, will be collected by ESRI
during interviews described in Task 4.2 so that City staff can
provide a thorough explanation of the origin, quality, and
characteristics of each data type.
Following the interviews, the sample data sources collected will be
reviewed and evaluated to determine their usefulness and
appropriateness for inclusion in the GIS. The evaluation will consider
factors such as geographic coverage of data items, availability,
accuracy, methods of collection, and redundancy with respect to
similar data from other departmental sources. Formats, acquisition
dates, ease of interpretation for translation, reformatting and system-
input costs, and ease of maintenance/ updating will also be assessed.
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Task 4.4 - Document
User Needs and Data Evaluation
Deliverables
Task 4.5 - Prepare
Conceptual Design
of the Geographic
Data Base
ESRI will produce a brief technical memorandum (not more than
50 pages) summarizing the functions within the City that could use
the GIS and categorizing the types of data sources now being used to
carry out these functions.
User needs for the GIS will be summarized as a brief narrative
accompanied by tables for each department. The technical
memorandum will be submitted to the interviewees for comment.
Copies of user needs documentation with revisions arising from this
City review will later be included in the final project report. A data
inventory will be prepared which will provide an evaluation and
reference tool for the geographic information used within the City.
Within this inventory, each data source will be described in a chart
outlining its characteristics relevant to GIS development. The data
sources in the inventory will be organized in terms of the type of
geographic area to which they pertain, such as parcels, streets, flood
control channels, administrative areas, and so forth.
n A brief technical memorandum (not to exceed 50 pages) will be
submitted describing the function within the City that could be
supported by the GIS and the existing data sources reviewed for
possible use in building the GIS data base. The memorandum will
present the information collected and analyzed in Tasks 4.2
and 4.3.
This task will involve the specification of a conceptual data base
structure for the City of Carlsbad geographic information system. It
will be based upon the information needs of users identified during the
interviews and the assessment of existing and future data sources.
The conceptual design will address the following factors:
n Methods for data collection and automation
n General categories of data elements
H Data base organization and format specifications for cartographic
and tabular data items
W Necessary frequency of data updates
n Appropriate “key” items for linking map layers to related tabular
files and for relating two or more tabular files to one another
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W Source of data to be included
Whenever possible, the data base will be designed to serve multiple
users. For data base design, approaches for including existing
automated data in the GIS and automating data now maintained
manually will need to be considered. This will include reference to the
results of the AutoCAD conversion pilot study. Recommended
approaches will be developed as part of the conceptual design and
included in the final report.
Also, the ability to update data which is stored in the GIS will be
extremely important. Methods for storing data for ease of retrieval
and updating as information becomes subject to change will be
included. To the extent possible, these procedures will attempt to
make data updating a function of capturing the new data as part of the
original transaction (e.g., issuing an encroachment permit, amending
a plan).
Task 4.6 - Define Based on the earlier assessment of user needs and the data base
Application Concepts concept, application concepts for the City’s GIS will be developed.
for GIS Preparation of the application concepts will consider the overall
objectives of introducing the GIS to the City, user needs, data base
characteristics and data dependencies, departmental responsibilities,
and existing systems. Each application will be defined in terms of the
functions it will perform, the data it will use and generate, the types of
map and report products it will produce, and the organizations which
will use it. Dependencies among the modules for data will also be
noted. The user functions identified in Task 4.2, which each
application is proposed to support, will also be listed. Diagrams and
text will be used to describe the applications.
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Task 4.7 - Prepare
Recommendations for Other Components of
the Geographic
Information System
Task 4.8 - Document
Data Base, Application
and System Design
Deliverables
The components for an operational geographic information system for
the City, in addition to the data base and applications, include the
organizational structure for system operation, and the
hardware/software.
Based on the information obtained during the interviews, as well as
discussion with City staff, ESRI will prepare general
recommendations for the development of these components. For
system management, the recommendations will address how and by
whom the system will be managed, staff resources, and other
resources needed to manage, maintain, and operate the geographic
information system on an ongoing basis, coordination among users,
training requirements, and assessment of priorities. For hardware and
software, the recommendations will consider additional hardware and
software resources which may be needed within the City as use of the
GIS expands. The characteristics of GIS hardware currently being
acquired by the City will also be reviewed, and recommendations for optimizing existing hardware use to meet identified hardware needs
and compatibilities will be prepared.
The materials prepared in Tasks 4.5, 4.6, and 4.7 will be
combined to produce a technical memorandum. The memorandum
will present the data base concept, the application concepts and
recommendations for system management and future
hardware/software requirements. The memorandum will be submitted
to the City for review and comment. Requested revisions will be
incorporated into the memorandum during preparation of the final
report in Task 4.10.
n A technical memorandum containing the results of Tasks 4.5,
4.6, and 4.7 will be prepared and submitted to the City. For the
conceptual data base design, the memorandum will include text,
diagrams, and tables to identify the data base format including
relationships between and among automated files. The
memorandum will also describe appropriate automation methods
and maintenance methods for the different data types. For the
application concepts, the memorandum will contain text and
diagrams which explain the functions supported, the software
capabilities required, the data used and generated, and the maps
and reports produced. For system management and hardware/
software, the memorandum will contain recommendations for
operation and expansion of the system in the future.
- t-
EMI JJ Environmental Systems &search Institure. Inc.
JJ
Task 4.9 - Develop an
Implementation
Strategy
Deliverables
Task 4.10 - Prepare and Present Final
Report
Deliverables
Task 4.9 will involve developing an implementation strategy for GIS
development. The strategy will cover tasks to be performed;
scheduling and phasing; cost for additional hardware, GIS software,
and data base creation; and project management responsibilities. The
strategy will be designed to serve as a tool for the City to use in
initially organizing GIS development and for directing ongoing
development and management of the system.
The implementation strategy will be submitted to the City for review.
The strategy will contain task descriptions, manpower and other
resource requirements, estimated costs, and recommended schedule.
m A technical memorandum will be prepared describing a phased
work program and schedule for GIS implementation. The
memorandum will include task descriptions, a diagram of task
flow and relationships, an overall schedule diagram, estimates of
manpower, and costs required for system implementation.
The previous technical memorandums will be revised based on the
comments received and then combined to prepare the final report. A
final presentation will be made to the City outlining the content of the
report.
W The memorandums from Tasks 4.4, 4.8, and 4.9 will be
combined to prepare a draft GIS design report. The draft report
will be submitted for City review. Comments received from the
City will be incorporated in the document to produce a final GIS
report. A presentation of the report will be provided.
ES?/ JJ Environmental Systems tiesearch Institute. Inc.
Task 4.11 - Establish
Data Translation Procedures Through Pilot Project
ESRI will establish procedures for converting existing digital map data
from the AutoCAD files currently being developed for the City to the
ARC/lNFO format. First, ESRI will work with City staff to produce
a physical design for the ARWNFO map layers to be created through
the conversion of the AutoCAD data. The physical design will be
based on the file structure developed for the Drainage Master Plan and
on the layer concept developed in the conceptual design for the GIS.
The physical design will address layer theme (e.g., edge of pavement,
topography, railroads), format (e.g., polygon, line, point), feature
attribute table content (e.g., unique feature ID, polygon area), and
AutoCAD feature codes that will be used to establish ARC/INFO
layers.
The City will provide ESRI with diskettes containing digital
planimetric data for four abutting map sheets. The data on the
diskettes will be in the AutoCAD DXF format required by the
translation program. ESRI will load the data onto its computer and
use the DXFARC command to translate the data to ARC/INFO
format. These data will in turn be restructured and recombined to
produce the final ARC/INFO coverages defined in the physical data
base design. ESRI will perform standard edits to the translated data
which will identify and correct errors that affect the coverage topology
including polygon closure, missing and/or extra labels, and
overshoots. ESRI will then perform edge matching of the four map
sheets to make sure all map features match at the same coordinate
point at the map edges. ESRI will then build coverage topology for
the four map sheets after all of the edits have been completed.
When the translation, editing, and coverage building processes are
complete, ESRI will work with City representatives to verify that the
coordinate accuracy of the original AutoCAD data has been maintained
through the translation process. ESRI will produce verification plots
for use in visual comparison to plots produced from the City’s
AutoCAD system. ESRI will also produce a listing of coordinate pair
values from the ARC/INFO cover-ages. These coordinate values will
be compared to a similar list produced from the AutoCAD data base.
The procedures performed in the previous steps will be documented in
sufficient detail to enable City staff to complete the translation of the
remaining map sheets. Alternatively, the procedures will be used by
ESRI’s data base production staff to complete the translation under a
separate services agreement. Costs for this service, based on the pilot
study, will be provided. The documentation will be delivered to the
.
&SRI -II Environmental Systems &search Institute, Inc.
City along with a magnetic tape containing the translated ARC/INFO
coverages. ESRI will install the data onto the City’s GIS computer.
Deliverables n Translated ARC/INFO coverages for map sheets, translation
procedure descriptions, and cost proposal for performance of full
conversion.
-Implementation Schedule
ATTXC HMENT B
Implementation Schedule
- - I~Month Month 1 1 Month 2 blonLh 3 1 Month 4 hlonth 5 Tasks Week 1
Task 1: Seminar 0
Task 2: User Needs
Task 3: Evaluate Data
Task 4: Document Tasks 2 & 3
Task 5: Data Base Concept
Task 6: Application Concepts
Task 7: Other Component Recs.
Task 8: Document Tasks 5, 6, & 7
Task 9: Implementation Saateev
cLIIIc^ ,: .
’
.
Task 10: Final Report
Task 11: Translation I I Pilot I I Ii Ii I ill I I Ii
K-3 ESRI
m City Review
-34-
ESRI
-l-l
Environmental System, rtesearch Institute. Inc.
TASK COST
Task 1 Task 2 Task 3 Task 4 Task 5 Task 6 Task 7 Task 8 Task 9 Task 10 Task 11
ATTACHMENT C
Project Costs
Seminar User Needs Evaluate Data Document Tasks 2 and 3 Data Base Concept Application Concept Other Component Recommendations Document Tasks $6, and 7 Implementation Strategy Final Report Translation Pilot
TOTAL
$ 860.00 5,880.OO 3,330.oo 3,930.oo 3,890.OO 5,080.OO 1,940.oo 2,760.OO 4,080.OO 3,400.oo 2.95o.00
$38,100.00