HomeMy WebLinkAboutContracts & Agreements_62-1998_CCv0001.pdf Environmental Systems Research Institute,Inc.,380 New York St,Redlands,CA 92373-8100 USA•TEL 909-793-2853 FAX 909-793-59W
MASTER SERVICES
AGREEMENT BETWEEN
CI'T'Y OF REDLANDS
AND
ENVIRONMENTAL SYSTEMS
STEMS RESEARCH
D INSTITUTE,INC.
tract No.
as
This Agreement is made by and between ty of hereRnafterds(hereinafter referred to as Consul�tanot}wCth reference toEnvironmental
the following:Research Institute,Inc., a California corporation
WHEREAS,Client rewires Consultant to provide a variety of services related to the implementation of or use of an
ARC/INFO0 geographic aformation system(GIS); and
WHEREAS,Consultant has the expertise necessary to advise Client or perform services as specified in the Task Orders;
and
WHEREAS,these parties desire to contract for certain specific services;
NOW THEREFORE,in consideration of the foregoing and of the mutual covenants and promises herein set forth,it is
agreed between the parties hereto, as follows:
ARTICLE 1—SERVICES,PERSONNEL,AND TIME SCHEDULE OF CONSULTANT
"Services" as used herein shall mean Consultant's services as described in properly executedtask orders. Such services
may include the following: Training,Rent-a-Tech,Application Development Center,and/or Pro ammingl g.
Consultant shall provide Client with a price quote for any of these services as requested.
is attached to,
ent A,which
Consultant shall perform services as specified
Cts Aeement onsultant's SeniortContrac Contractn the form of or or designated representative
and by this reference made a part of,this Agreement.
is authorized to agree on task ordee
er additions�nnunder by both parties.is Contract perfo. No changes hrmanc e will generally f llow the scheduler
unless by a properly executed modification signedY
as defined in each task order attachment.
nce with this
Consultant shall identify the project manager who shall be empowered to act forCOnsulshouldnt in t he ass fined rroect
Agreement in all matters relating to the terha=
nical administration of services to rbe provided.^.:C � ,'—'*n Pl-' the nrniert
manager be unable to complete his/her responsibility for any reason,C.ie--
vr_,. = ` n �-.
manager with an equally qualified person as a substitute.
Consultant is employed as an independent contractor to render a professional service only, and any payments made to
solely for such services as he/she may render and recommendations he/she may snake in carrying
Consultant are compensation
out the work. Consultant shall follow the practice of his profession to make findings,opinion, and factual presentations,an
to offer professional advice and recommendations.
lready in existence
It is understood among the parties that ConsuCmrt is nt to Consultant with which reto cords ��p�obligation under this copies
made available through public record sources by
Agreement, and that the resulting work is informational only and may not be relied on as a substitute for documents of recon
d.
ARCJINFO is a registered trademark of Environmental Systems Research Institute,Inc.
915/98
A98-C3276/GS 1
ARTICLE 3—OWNERSHIP OF TANGIBLE PROPERTY
Except as described in Article 12 Software Rights,Copyrights,and Rights in Data,Consultant hereby grants to Client and
Client hereby accepts,the entire right,title,and interest in and to all tangible property produced by Consultant for Client
under this Agreement. The rights granted hereunder to Client shall be effective as of the date of Client's acceptance,provided
payment is received as described herein.
ARTICLE 4—CHANGES TO SCOPE OF WORK
Client may at any time,by writtenincrease or de
order request changes within the general scope of this Agreement in the services to be
performed. If such changes cause an crease in the not-to-exceed value or time required for performance of Consultant's services under this Agreement,whether or not changed by any order,Consultant shall provide notice in writing
t by Consultant of the request for change. All such changes are subject to the mutual
within thirty(30)days after receip incorporated into the Agreement by an amendment signed by both parties. No services
agreement of the parties and will be - Irani shall be furnished without the written authorization of
for which an additional compensation will be charged by Consultant
Client.
ARTICLE 5—COMPENSATION;INVOICES
A. For Time-'and-Materials Effort(T&M):
Consultant shall prepare and submit to Client,in writing,monthly invoices showing the requested compensation for
work performed in accordance with individual task order requirements. Said invoices shall be calculated on the basis of hours
expended during the previous month.times the rate as defined in Attachment B which is incorporated herein by reference,
plus other burdened direct costs. Consultant will stop work in order to avoid exceeding the total value of the task order(s).
B. For Firm Fixed Price(FFP)Efforts:
Consultant shall prepare and submit to Client, in writing,monthly invoices showing requested compensation for work in
accordance with the individual task order. Said invoices shall be calculated on the basis of tasks completed or partially
i if documentation as
completed. In the event any work task is not 100 percent complete,Consultant will submit sufficient d untentation to sure
Client that tasks have been satisfactorily performed by Consultant. This payment in no way abrogates Consultant's
responsibility to correct any errors in compensated work tasks. The maximum amount which Consultant may be paid for each
task,unless otherwise provided by written authorization from Client,shall be as specified in each individual task order.
C. Payment:
Client shall make a payment to Consultant for the allowable costs invoiced no later than thirty(30)days after receipt of
each invoice by Client. Client agrees to notify Consultant within fifteen(15)working days of receipt of invoice if preliminary
acceptance for payment has not been authorized.
ARTICLE 6—INSURANCE;INDEMNIFICATION
At Client's request,Consultant will provide a certificate of insurance to Client upon execution of this Agreement.
I
'�tdctrr.if�y, defei-id.and ho!--*`Bent harmless from
Regardless of thee provided by any insurance,Consultant snail I U -
overage p -fees.costs.and expenses based upon,or arising out of,the gross negligent or
reasonable claims,demands,actions,attorneys' r other agents while performing services under this Agreement
intentional acts of Consultant,its employees,subcontractors,o
except to the extent such acts are attributable to Client.
ARTICLE 7—SUBCONTRACTORS
Consultant must receive approval in writing from Client prior to utilization of any subcontractor other than the parties
listed in Section 5 of the affected task order.
ARTICLE 8—TERN-1 AND TERMINATION
This Agreement will become effective on the date both parties have signed it. It shall remain in effect for two(2)years
Z�
from that date,unless extended by an amendment that is signed by both parties,
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A98-0276/GS
3
ARTICLE 13--WARRANTY
Services provided by Consultant shall follow practices consistent with the professional and technical standards in the
industry. Consultant's liability for failure to meet these standards shall be governed by the Limitation of Liability clause
below. Client understands and agrees that the services herein provided under the terms of this Agreement are provided"as is"
without any warranty of any kind or nature,express or implied, including,but not limited to,the implied warranties of fitness
for a particular purpose or merchantability. Client shall be solely responsible for the selection,use,implementation,and/or
modification of any custom service provided,in whole or in part,and Consultant shall have no liability thereof.
ARTICLE 14—LIMITATION OF LIABILITY
Consultant's liability to Client for any cause whatsoever shall extend only to those actual damages suffered by Client as a
direct result of Consultant's breach of this Agreement. In no event shall Consultant be liable to Client forany indirect
even if it
special,consequential,exemplary,or incidental damages or lost profits arising out of,or related to,
this has been advised of the possibility of such damages. However,notwithstanding the above,Consultant's liability shall in no
event exceed the amount actually paid by Client for the portion of the professional services involved.
ARTICLE 15—UCC INAPPLICABILITY
This Agreement will not be governed by the Uniform Commercial Code(UCC). To the extent that there is to be delivery
or performance of services under this Agreement,such services will not be deemed"goods" within the definition of the
Uniform Commercial Code.
ARTICLE 16—NOTICES
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 Redlands
35 Cajon Street
Redlands,CA 92373
Attn: Jim Bueermann
Chief of Police
Redlands Police Dept.
212 Brookside Avenue
P.0,Box 1025
Redlands,CA 92373
Tei: 909-798-7661
TO CONSULTANT: Environmental Systems Research Institute,Inc.
380 New York Street
°",edlands,CA 92373-8100
Project/Technical Notice:
Attn: Ceorgeanne R.Stafford,Senior Contract Administrator,with a copy to
Jon Harrison
Legal Notice:
Attn: Contract:Manager,Sheron Bealer
Tel: 909-793-2853,ext. 1593
Pax: 909-307-3020
With a copy to: Senior Contract Administrator,Ceorgeanre R.Stafford
Either party may change its representative or address above by written notice to the other.
ARTICLE 17—RESTRICTIONS ON HIRING
It is hereby mutually agreed that Client will not solicit for hire any employee(s)of Consultant'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
5 9/15/98
A98-C3276/CS
ATTACHMENT A
TASK ORDER
Contract No.9803276
Is Hereby Incorporated by This Reference
Task Order#WI
In accordance with the terms and conditions of the above-referenced contract between Environmental Systems Research
Institute,Inc. (ESRI),and City of Redlands(Client),this task order authorizes performance of the services described below.
I, Description of work to be performed: Refer to Exhibit 1
2. Contract type: Firm fixed priced
1 Schedule: As mutually agreed
Start/ top date:
4, Location where work is performed- Redlands,California
5. Description of resources to be provided by ESRI and Client, inclusive of subcontractors: N/A
6. Total task order value: $50,000(refer to Exhibit 2)
Proposed Costs by Tasks
Task Description Total Cost
1 Assemble the Prototype Database $13,634
2 Research Procedures and Functional Definition 13,551
3 Configure Prototype System 11,680
4 Perform Analyses 4,727
5 Project Evaluation and Final Report 6,408
Total $50,000
T Special considerations: None
8- ESRI Project Manager: Jon Harrison
ESRI Senior Contract Administrator: Georgeanne R. Stafford
ACCEPTED AND AGREED:
ENVILONMENTAL SYSTEMS
CITY OF REDLANDS RESEARCH INS TITUTIFE,INC.
(Client) FSRI)
f
A atii
Signature:
Printed Natne- Wilham E. Cunninfy' Printed Name:
Laura Dan¢ermond
Title: Mayor Title: Vice President
Date: October G. 1998 Date:
'L re
' Lr-e �oyrCft
Clerk
endsCalifornia
A98-C3276/GS 7 9/15/98
EXHIBIT 1
SCOPE OF WORD
Background
The mapping and spatial analysis tools offered by geographic information system(GIS)technology have great potential value
for automating and enhancing prevention-related planning,services,and coordination activities at the local level. What is
missing,however, is an adequately explored methodology for applying GIS tools to such problems. The purpose of the
proposed project is to define,configure,and test a prototype"Community Analyst" GIS software application using the
Redlands underage drinking problem as a test case. This project is envisioned to be the first phase of the development of a
fully developed GIS software for public health and prevention inquiry that could be used in any community around the
country.
The project will involve developing hypotheses related to understanding the spatial aspect of the risk and protective factors
thought to be contributing to underage drinking and related behaviors or events. Then mapping and spatial analysis methods
will be developed,configured,and tested. These GIS methods will be evaluated for qualities such as their statistical validity,
ease of performance,ease of interpreting the results,value of the results compared with the results of traditional analyses,and
availability of supporting data.
The Community Analyst prototype software will be configured by adapting tools found in existing commercial GIS software,
namely ESRI's ArcVieww Business Analyst and ArcView Spatial Analyst software packages.
The proposed project will be carried out by collaboration between the Redlands Police Department(working with members of
the"Building a Generation"Task Force),and two private companies(ESRI and DRP). Environmental Systems Research
Institute,Inc. (SSRI),the world's leading GIS software development firm,is headquartered in Redlands and will provide GIS
expertise and services. Developmental Research and Programs,Inc. (DRP),located in Seattle.Washington,developed the
underlying methodologies for risk analysis and prevention that are being applied by the Building a Generation Task Force.
DRP will provide expertise in the areas of data collection,interpretation,and display,and for methods statistical analysis of
data in complex community settings.
'task 1. Assemble the Prototype Database
In this task ES RP will select the student survey data,archival data,national or regional data.,and map data that will be
needed for the project. DRP will analyze the fit between the data that come with Business Analyst databases and DRP-
supplied student survey and archival databases. For DRP archival data that are at large levels of geography such as county,
DRP/ESRI will research the availability of the data at smaller levels such as block groups or blocks and obtain them wherever
possible.
The following list is a preliminary selection of pertinent student survey data for Redlands. This selection was made to(a)
allow the prototype to be a focused effort and(b)provide a wide range of types of factors and data that could utilize a variety
of different analyses.
■ Problem behaviors
• Past thirty-day use of alcohol
• Past thirty-day use of cigarettes
t Delinquent behavior
• Assault with intent to harm
■ Risk factors
• Total risk
• Early initiation of the problem behavior
A98-02176/GS 8 9115198
Task 5. Project Evaluation and Final Report
The final task will be to evaluate the project and write a final report. The report will document the lessons learned from the
process of developing the prototype and applying it to the real-world problems of Redlands. The report will include sample
maps and analysis results,evaluations of the utility of GIS to perform the desired functions,a discussion about what this
technology adds to the Communities That Cares process,and thoughts about what would be required to make the prototype
3
usable for Redlands and other communities. Finally,the report will recommend the steps that should be taken next in the
further development of a Community Analyst GIS software package.
Deliverable
Final Report(twenty to thirty pages).
A98-01276/GS 10 9/15/98
ATTACHMENT B
PROJECT COSTS
TIME AND MATERIALS RATE SCHEDULE
Effective January 1,1"8
Hourly time and materials labor rates have been provided for each labor category for calendar year 1998. The hourly labor
rates for services that are performed after 1998 will be escalated seven and one-half percent(7.5%)each year. Other direct
costs,such as computer,travel,reproduction,subcontractor,telecommunication/freight,or materials,will be charged a
material handling fee and invoiced.
Principal Hourly Rate: $1 our
These staff work as program directors or project advisors providing project vision,strategic consulting,and program
management for all types of GIS projects. These staff apply market/application domain expertise with entensive experience in
GIS and related technologies to ensure the successful completi)n of the program. Consulting activities may include strategic
planning,review and oversight of requirements definition,application and database design,and system integration consulting.
Management activities may include defining program requirements,establishing budgets and schedules,allocation of staff and
other resources,and the management and oversight of subcontractor activities. These staff work with senior client staff and
have the support of senior SSRI corporate staff to ensure successful project completion.
Senior Consultant Hourly Rate: $153/Hour
These staff work as project managers or project advisors providing strategic consulting and program management for all types
of GIS projects. These staff apply market/application domain expertise with extensive experience in GIS and related
technologies to ensure the successful completion of the program. Consulting activities may include strategic planning,GIS
workshops and seminars,requirements definition,application and database design and development,and system integration
consulting. Management activities may include defining program requirements,establishing budgets and schedules,
allocation of staff and other resources,and the management and oversight of subcontractor activities. They design
comprehensive work plans that employ structured systems methodologies,which define project deliverables,milestones,and
realistic schedules.
Consultant Hourly Rate: $121/Hour
These staff provide day-to-day consulting and management of contracted projects within ESRL They work under the
guidance of senior ESRI consulting staff and support the design and implementation of defined work plans. They provide
traditional consulting services and also provide design and management support to application development projects and
database conversion projects; They conduct detailed requirements interviews,document application requirements,develop
logical nd physical database designs using CASE tools and entity-relationship �E-R)diagramming methodologies,design and
develop software and database quality assurance/quality control(QAIQC)programs,I and provide management oversight of
daily technical activities. They work with senior consulting and technical staff to design comprehensive work plans that
employ structured systems methodologies,which define project deliverables,milestones,and realistic schedules. These staff
also work with ESR1 administr-ative staff to ensure that progress and financial reporting is provided according to contract
requirements.
Senior Technical Designer Hourly Rate: $158/Hour
These staff are the senior technical staff at SSRI. They provide the overall technical vision and system architecture for large
complex systems. They ensure that sound software engineering principles and life cycle inethodologies are applied to
projects. They are actively involved in systems architecture design,application software design,database process design,and
all phases of coding including the conduct of design and code reviews. They may serve as the principal investigator in
focused studies or research and development(R&D)projects, While staff in this category have broad technical knowledge of
GIS applications and related technologies,they also provide specific expertise in areas such as Internet applications,data
A98-C3276/GS 11 9/15/98
r DATE(MbWD/W)
A FIAT�.DF:1N:S.lJRANGE > : : :. 09/15/98
111 CT .:. ... ::
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
J&H Marsh&McLennan, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
4695 MacArthur Court, Suite 700 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
Newport Beach,CA 92660 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
COMPANIES AFFORDING COVERAGE
949/399-5800 COMPANY
17700-00000 00006 A St. Paul Insurance Company _
INSURED COMPANY
Environmental Systems B Fireman's Fund Insurance Company
Research Institute,Inc.
380 New York Street COMPANY
Redlands CA 92373 C -
COMPANY
Attn:Tom IPickett D
CR1k5.
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS
LTR DATE(MM/DD/YY) DATE(MM/DD/YY)
GENERAL LIABILITY GENERAL AGGREGATE $ $2,000,000
A X COMMERCIAL GENERAL LIABILITY TE06100240 12-26-97 12-26-98 PRODUCTS-COMPfOP AGG $ $2,000,000
CLAIMS MADE a OCCUR PERSONAL&ADV INJURY $ $1,000,000
OWNER'S&CONTRACTOR'SPROTi EACH OCCURRENCE $ $1,000,000
FIRE DAMAGE(Any one fire) $ $ 100,000
MED EXP(Any one person) $ $ 10,000
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ $1,000,000
A X ANY AUTO TE06100240 12-26-97 12-26-98
ALL OWNED AUTOS BODILY INJURY $
SCHEDULED AUTOS (Per person)
X HIRED AUTOS BODILY INJURY $
X NON-OWNED AUTOS (Per ecciden)
X COMPREHENSIVE DED.$250. PROPERTY DAMAGE $
X COLLISION DED.$500:
GARAGE LIABILITY AUTO ONLY EA ACCIDENT $
ANY AUTO OTHER THAN AUTO ONLY:
EACH ACCIDENT $
AGGREGATE $
EXCESS LIABILITY EACH OCCURRENCE $
UMBRELLA FORM AGGREGATE $
OTHER THAN UMBRELLA FORM $
B WORKERS COMPENSATION AND DWG80759505 12-26-97 12-26-98 X'STATUTORY UMITS
EMPLOYERs'LIABILITv 10 DAYS NOTICE OF �DISEASE
H ACCIDENT $ $1,000,000
THE PROPRIETOR/ I INCL CANCELLATION FOR NON -POLICY LIMIT Is $1,000,000
PARTNERS/EXECUTIVE
OFFICERS ARE: EXCL' REPORTING OF PAYROLL DISEASE-EACH EMPLOYEE $ $1,000,000
OTHER
t
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLEs/SPECIAL ITEMS (LIMITS MAY HAVE BEEN REDUCED BY PAID CLAIMS AND MAY HAVE DEDUCTIBLES OR RETENTIONS)
Certificate holder is named as Additional insured as their interest may appear.
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
Redlands Police Department
Jim BUer17T12nn EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL
Atte: chief
P.O. Box Jim 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
1025
Redlands CA 92373 BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY
OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE Grad
By
J&�1waray
IC.
A dno 2P collo o �o> norr..t