HomeMy WebLinkAboutQuartic Solutions LLC; 2010-02-08; PWENG 748PWENG748
AGREEMENT FOR
ASSET INVENTORY ENTERPRISE GEODATABASE SERVICES
(QUARTIC SOLUTIONS, LLC)
THIS AGREEMENT is made and entered into as of the Q _ day of
2010, by and between the CITY OF CARLSBAD, a municipal
coporation, ("City") and QUARTIC SOLUTIONS, LLC, a California Limited Liability
company, ("Contractor").
RECITALS
A. City requires the professional services of a geographic information
systems professional that is experienced in asset inventory and enterprise geodatabase
services.
B. Contractor has the necessary experience in providing professional
services and advice related to asset inventory and geodatabase services.
C. Selection of Contractor is expected to achieve the desired results in an
expedited fashion.
D. Contractor has submitted a proposal to City and has affirmed its
willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are defined in attached Exhibit "A", which is incorporated by this
reference in accordance with this Agreement's terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional
care and skill customarily exercised by reputable members of Contractor's profession
practicing in the Metropolitan Southern California Area, and will use reasonable
diligence and best judgment while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of two years from the date first
above written. The City Manager may amend the Agreement to extend it for one
additional one year period or parts thereof. Extensions will be based upon a
satisfactory review of Contractor's performance, City needs, and appropriation of funds
by the City Council. The parties will prepare a written amendment indicating the
effective date and length of the extended Agreement.
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
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5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term
shall be on a time and material basis in accordance with Exhibit "A" and shall not
exceed Ninety-seven thousand, two hundred dollars ($97,200). No other compensation
for the Services will be allowed except for items covered by subsequent amendments to
this Agreement. The City reserves the right to withhold a ten percent (10%) retention
until City has accepted the work and/or Services specified in Exhibit "A".
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent
contractor and in pursuit of Contractor's independent calling, and not as an employee of
City. Contractor will be under control of City only as to the result to be accomplished,
but will consult with City as necessary. The persons used by Contractor to provide
services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to the Agreement will be the full and
complete compensation to which Contractor is entitled. City will not make any federal or
state tax withholdings on behalf of Contractor or its agents, employees or
subcontractors. City will not be required to pay any workers' compensation insurance or
unemployment contributions on behalf of Contractor or its employees or subcontractors.
Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers'
compensation payment which City may be required to make on behalf of Contractor or
any agent, employee, or subcontractor of Contractor for work done under this
Agreement. At the City's election, City may deduct the indemnification amount from any
balance owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval
of City. If Contractor subcontracts any of the Services, Contractor will be fully
responsible to City for the acts and omissions of Contractor's subcontractor and of the
persons either directly or indirectly employed by the subcontractor, as Contractor is for
the acts and omissions of persons directly employed by Contractor. Nothing contained
in this Agreement will create any contractual relationship between any subcontractor of
Contractor and City. Contractor will be responsible for payment of subcontractors.
Contractor will bind every subcontractor and every subcontractor of a subcontractor by
the terms of this Agreement applicable to Contractor's work unless specifically noted to
the contrary in the subcontract and approved in writing by City.
8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
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9. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City and its officers, officials,
employees and volunteers from and against all claims, damages, losses and expenses
including attorneys fees arising out of the performance of the work described herein
caused by any negligence, recklessness, or willful misconduct of the Contractor, any
subcontractor, anyone directly or indirectly employed by any of them or anyone for
whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City
incurs or makes to or on behalf of an injured employee under the City's self-
administered workers' compensation is included as a loss, expense or cost for the
purposes of this section, and that this section will survive the expiration or early
termination of this Agreement.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property
which may arise out of or in connection with performance of the services by Contractor
or Contractor's agents, representatives, employees or subcontractors. The insurance
will be obtained from an insurance carrier admitted and authorized to do business in the
State of California. The insurance carrier is required to have a current Best's Key Rating
of not less than "A-:VM". OR with a surplus line insurer on the State of California's List of
Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide
of at least "A:X".
10.1 Coverages and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below,
unless City Attorney or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's
indemnification obligations under this Agreement. City, its officers, agents and
employees make no representation that the limits of the insurance specified to be
carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If
Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense.
10.1.1 Commercial General Liability Insurance. $1.000,000 combined
single-limit per occurrence for bodily injury, personal injury and property damage. If the
submitted policies contain aggregate limits, general aggregate limits will apply
separately to the work under this Agreement or the general aggregate will be twice the
required per occurrence limit.
10.1.2 Automobile Liability (if the use of an automobile is involved for
Contractor's work for City). $1,000,000 combined single-limit per accident for bodily
injury and property damage.
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10.1.3 Workers' Compensation and Employer's Liability. Workers'
Compensation limits as required by the California Labor Code. Workers' Compensation
will not be required if Contractor has no employees and provides, to City's satisfaction, a
declaration stating this.
10.1.4 Professional Liability. Errors and omissions liability appropriate to
Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must
be maintained for a period of five years following the date of completion of the work.
10.2. Additional Provisions. Contractor will ensure that the policies of insurance
required under this Agreement contain, or are endorsed to contain, the following
provisions:
10.2.1 The City will be named as an additional insured on General
Liability.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and
any extensions of it and will not be canceled without thirty (30) days prior written notice
to City sent by certified mail pursuant to the Notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution
of this Agreement, Contractor will furnish certificates of insurance and endorsements to
City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these
insurance coverages, then City will have the option to declare Contractor in breach, or
may purchase replacement insurance or pay the premiums that are due on existing
policies in order to maintain the required coverages. Contractor is responsible for any
payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
10.5 Submission of Insurance Policies. City reserves the right to require, at anytime,
complete and certified copies of any or all required insurance policies and
endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of
the Agreement, as may be amended from time-to-time.
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12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred
under this Agreement. All records will be clearly identifiable. Contractor will allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of records and any other documents created pursuant to this
Agreement. Contractor will allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors
pursuant to this Agreement is the property of City. In the event this Agreement is
terminated, all work product produced by Contractor or its agents, employees and
subcontractors pursuant to this Agreement will be delivered at once to City. Contractor
will have the right to make one (1) copy of the work product for Contractor's records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City
and Contractor relinquishes all claims to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notices or to receive written
notice on behalf of City and on behalf of Contractor under this Agreement.
For City: For Contractor:
Name: Marshall Plantz Name: Timo Luostarinen
Title: Senior Civil Engineer Title : President
Department: Transportation Address: 1380 Garnet Ave. #E-402
City of Carlsbad San Diego. CA 92109
Address 1635 Faraday Avenue Phone No. (619) 602-7606
Carslbad. CA 92008
Phone No. (760)602-2766
Each party will notify the other immediately of any changes of address that would
require any notice or delivery to be directed to another address.
16. CONFLICT OF INTEREST
City will evaluate Contractor's duties pursuant to this Agreement to determine whether
disclosure under the Political Reform Act and City's Conflict of Interest Code is required
of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be
determined that disclosure is required, Contractor or Contractor's affected employees,
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agents, or subcontractors will complete and file with the City Clerk those schedules
specified by City and contained in the Statement of Economic Interests Form 700.
Contractor, for Contractor and on behalf of Contractor's agents, employees,
subcontractors and consultants warrants that by execution of this Agreement, that they
have no interest, present or contemplated, in the projects affected by this Agreement.
Contractor further warrants that neither Contractor, nor Contractor's agents, employees,
subcontractors and consultants have any ancillary real property, business interests or
income that will be affected by this Agreement or, alternatively, that Contractor will file
with the City an affidavit disclosing this interest.
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and
regulations which in any manner affect those employed by Contractor, or in any way
affect the performance of the Services by Contractor. Contractor will at all times observe
and comply with these laws, ordinances, and regulations and will be responsible for the
compliance of Contractor's services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act
of 1986 and will comply with those requirements, including, but not limited to, verifying
the eligibility for employment of all agents, employees, subcontractors and consultants
that the services required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations
prohibiting discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following
procedure will be used to resolve any questions of fact or interpretation not otherwise
settled by agreement between the parties. Representatives of Contractor or City will
reduce such questions, and their respective views, to writing. A copy of such
documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative
receiving the letter will reply to the letter along with a recommended method of
resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outlining the disputes will be forwarded to the City
Manager. The City Manager will consider the facts and solutions recommended by each
party and may then opt to direct a solution to the problem. In such cases, the action of
the City Manager will be binding upon the parties involved, although nothing in this
procedure will prohibit the parties from seeking remedies available to them at law.
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20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services,
City may terminate this Agreement for nonperformance by notifying Contractor by
certified mail of the termination. If City decides to abandon or indefinitely postpone the
work or services contemplated by this Agreement, City may terminate this Agreement
upon written notice to Contractor. Upon notification of termination, Contractor has five
(5) business days to deliver any documents owned by City and all work in progress to
City address contained in this Agreement. City will make a determination of fact based
upon the work product delivered to City and of the percentage of work that Contractor
has performed which is usable and of worth to City in having the Agreement completed.
Based upon that finding City will determine the final payment of the Agreement.
Either party upon tendering thirty (30) days written notice to the other party may
terminate this Agreement. In this event and upon request of City, Contractor will
assemble the work product and put it in order for proper filing and closing and deliver it
to City. Contractor will be paid for work performed to the termination date; however, the
total will not exceed the lump sum fee payable under this Agreement. City will make the
final determination as to the portions of tasks completed and the compensation to be
made.
21. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or
person, other than a bona fide employee working for Contractor, to solicit or secure this
Agreement, and that Contractor has not paid or agreed to pay any company or person,
other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift,
or any other consideration contingent upon, or resulting from, the award or making of
this Agreement. For breach or violation of this warranty, City will have the right to annul
this Agreement without liability, or, in its discretion, to deduct from the Agreement price
or consideration, or otherwise recover, the full amount of the fee, commission,
percentage, brokerage fees, gift, or contingent fee.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to
City must be asserted as part of the Agreement process as set forth in this Agreement
and not in anticipation of litigation or in conjunction with litigation. Contractor
acknowledges that if a false claim is submitted to City, it may be considered fraud and
Contractor may be subject to criminal prosecution. Contractor acknowledges that
California Government Code sections 12650 et seq.. the False Claims Act applies to
this Agreement and, provides for civil penalties where a person knowingly submits a
false claim to a public entity. These provisions include false claims made with deliberate
ignorance of the false information or in reckless disregard of the truth or falsity of
information. If City seeks to recover penalties pursuant to the False Claims Act, it is
entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges
that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor
on any public work or improvement for a period of up to five (5) years. Contractor
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acknowledges debarment by another jurisdiction is grounds for City to terminate this
Agreement.
23. JURISDICTIONS AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of
enforcing a right or rights provided for by this Agreement will be tried in a court of
competent jurisdiction in the County of San Diego, State of California, and the parties
waive all provisions of law providing for a change of venue in these proceedings to any
other county.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and
Contractor and their respective successors. Neither this Agreement or any part of it nor
any monies due or to become due under it may be assigned by Contractor without the
prior consent of City, which shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated
by it, along with the purchase order for this Agreement and its provisions, embody the
entire Agreement and understanding between the parties relating to the subject matter
of it. In case of conflict, the terms of the Agreement supersede the purchase order.
Neither this Agreement nor any of its provisions may be amended, modified, waived or
discharged except in a writing signed by both parties.
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26. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf
of Contractor each represent and warrant that they have the legal power, right and
actual authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR
QUARTIC SOLUTIONS, LLC a
California Limited Liability Company
CITY OF CARLSBAD, a municipal
corporation of the State of California
City(Mjmager-er Mayor
(print name/title)
&d( f
ATTEST:
*By:
(sign here)LORRAINE M. WO
pity Cler/HL/
(print name/title)
(e-mail address)
If required by City, proper notarial acknowledgment of execution by contractor
must be attached. If a Corporation. Agreement must be signed by one corporate
officer from each of the following two groups.
*Group A.
Chairman,
President, or
Vice-President
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or
assistant secretary under corporate seal empowering the officer(s) signing to bind the
corporation.
APPROVED AS TO FORM:
RONALD R.JBALL, City Attorney
Bv: J\\\Vl
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"*1"A
%
Quartic^SOLUTIONS LLC
1380 Garnel Ave. #E-402, San Diego. CA 92109
Tel: 619 602.7606 • Fax: 858.272.3491
January6, 2010
Marshall Plantz
Sr. Civil Engineer
City of Carlsbad
1635 Faraday Ave.
Carlsbad, CA 92008
Reference: Proposal for CIS Consultant Services 2010 - 2011
Dear Mr. Plantz:
Quartic Solutions LLC proposes to provide professional GIS services in order to further the
design, development, and data loading required improve the City's GIS database. Quartic has
come to know Carlsbad's GIS data well, and as an ESRI Business Partner, is well qualified and
uniquely suited to perform this work.
Below is a table which outlines the main tasks and scope of work. We propose to begin the
project on 02/14/2009.
The efforts to load and reconfigure the GIS and Hansen systems to support the new database
schema, will be a coordinated team effort between Quartic and City Staff. Quartic will be
primarily responsible for the tasks relating to loading the GIS data into the revised database
schema. Quartic will utilize the existing data dictionary and database design document to plan
and complete the GIS data loading tasks. Quartic will create and execute any automated
tasks/scripts in order to re-organize the data so that it fits properly into the new GIS database
tables. Quartic will coordinate with the city on the steps and procedures necessary to roll out
the database changes, so that it can be done smoothly and with minimal impact to other
related existing systems. City staff will be responsible for manual data cleanup, and the final
quality control of the data. City staff will make configuration changes required to support the
Hansen system and any other associated applications.
This estimate and plan are based on the following assumptions:
• The test environment (servers, database etc.) are identified and available
• Any data cleanup and quality control reviews by both Quartic and City staff are
done in a thorough and timely manner
www.quarticsolutions.com
Consulting
Other dependent applications (Hansen, mapbooks, online maps, reporting etc.)
can be updated and rolled out separately after data loading, and/or required
modifications coordinated within the larger project plan
The changes to the data editing environment will be coordinated with the data
loading.
Below is a summary of work hours:
^^^^mmmmmmmm^ mmmmm^ammmmm^^m^^^t •^••BBBB tmi^^mmmmfmm
Data Model
Finalize Traffic Control 60 5,400
Data Loading
Initiation, Finalize Plan, Dev Environment
Setup for Data Loading
Water Data Load
Wastewater Data Load
Stormwater Data Load
Traffic Control Data Load
40
220
180
160
220
3,600
19,800
16,200
14,400
19,800
Data Entry Tools
Finalize Tools for Water/Wastewater
Tools for Stormwater
Project Management/Meetings (10%)
TOTAL
40
80
80
1080
3,600
7,200
7,200
97,200
If you have any questions about the tasks, estimate, or duration please do not hesitate to
contact me directly.
Jodi Luo
Presid
Quartic
2 | !' a g e
Scope and Cost Proposal -
Carlsbad Data Loading
GIS Consulting Services Task Scope and Description:
Task 1: Finalize Traffic Control Data Model
Quartic has produced a draft datamodel for the traffic related assets for the City of Carlsbad. In this
task, Quartic will meet with staff in order to finalize the datamodel required for traffic control related
assets. We will do this by reviewing the existing data, industry standard data models, meeting with
staff, and looking for various data characteristics such as: 1) Unpopulated fields, 2) Codes, 3) Valid
values, 4) Duplication, 5) Fields that need to be added etc.
Next, we will model data that has been identified as being needed by staff, but does not exist yet. We
will review potential data sources and design the data layers based on available data sources as well as
city needs.
Finally, we will produce a Geodatabase diagram that documents the design. The diagrams will be
produced in Visio software using ESRI provided objects. The diagram will be used to forward engineer
the actual objects into the database. Possible objects on the diagrams will be: Feature Datasets, Feature
Classes, Tables, Domains, Relationships, Domains, and Views.
Task 2: GIS Data Loading
Carlsbad has adopted a revised database structure for its GIS data. Now that the database structure is in
place, the GIS data needs to be loaded into the new schema. Quartic will massage, restructure, and
import the existing data into the new database structures for the water, wastewater, and stormdrain
GIS tables. The City will continue to own, quality control check, and be responsible for any manual data
cleanup that arises.
The procedures for loading existing Carlsbad feature classes into the new database schema will be done
in phases: water layers will be done together as the first dataset, then wastewater and finally
stormdrain assets. Other datasets (such as traffic) can follow the same load methods as the data models
are completed. Each phase will follow these steps
1. Clean up the existing data to match the new database schema and domains where possible.
2. Create the new database schema in a test environment and copy the existing data into the test
environment.
3. Load the existing data into the new schema and populate new fields, document procedures.
4. Test Hansen production jobs against the new database.
5. Test new editing workflows/tools.
6. Create new schema on production server and load production data into the new schema
following the procedures developed during the loading of the test environment.
GIS Feature classes in production will be cleaned as much as possible prior to copying over to the test
environment. This will prevent duplication of effort and speed up the actual load of production data into
the new schema.
While the database is being built and tested in the test environment editors can continue to work in the
production environment.
The steps to copy and load a dataset into the test environment will be documented and the procedures
developed will be documented in a load document for each dataset. This documentation can then be
used when the actual production data is loaded into the new production schema. This will speed up the
final load and keep downtime to a minimum.
Task 3: Data Entry Tools
Currently the City has several GIS data entry forms that are used by staff to edit and maintain the water,
sewer, stormdrain and street asset GIS data layers. The forms are written in Visual Basic for Applications
(VBA) and contained inside of an ESRI map document (.mxd). As part of the GIS Database modeling
project, many of the data layer tables will be modified in order to conform to the new database
standards. Also, the VBA code currently used will no longer be supported by ESRI in future software
releases (9.4). Therefore, in order for the data entry forms to continue working, the forms, user
interface and supporting code will need to be altered.
Quartic will revise and update the data entry forms and associated code to support the new database
structures for water, wastewater and stormdrains. The code will be written in the fully supported
VB.NET platform and delivered un-compiled so Carlsbad can modify and utilize the code as needed in
the future.
Sub tasks are as follows:
1. Create Detailed Specifications for each field in the form
There have been many changes to the data model as part of the data conversion. Although the existing
forms will be the most important starting point, the data dictionary will need to be reviewed, and each
field that will be included in the form, either auto calculated or not, will be notated. The conditions and
specific rules for updating each field will be documented in a column in the data dictionary. Carlsbad
staff will need to review these detailed specs.
2. Setup test environment
Re-coding of the forms will be done in a test environment prior to the rollout of the new database
structures. There will be a test database setup to work against. Also, the rollout of the new forms will
need to be coordinated with the production rollout of the database changes.
3. Create needed database structures
SQLServer tables and database procedures will need to be setup and populated for the FACILTIYID. For
any layers that are used for overlay calculations, the layer will need to have one field populated with the
correct corresponding domain value.
4. Update forms interface and code
The bulk of the work will be updating the form interface and all necessary code for domains and auto-
populated fields.
5. Prototype / Test and Fix bugs from Staff Feedback
6. Production Rollout Support