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1995-104-Execute An Agreement With Hammon, Jensen, Wallen & Associates For Consultant Services For Geographical Information Systems ImplementationRESOLUTION 1995 -104 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS AUTHORIZING THE TOWN MANAGER TO EXECUTE AN AGREEMENT WITH HAMMON, JENSEN, WALLEN & ASSOCIATES FOR CONSULTANT SERVICES FOR GEOGRAPHICAL INFORMATION SYSTEMS IMPLEMENTATION RESOLVED, by the Town Council of the Town of Los Gatos, County of Santa Clara, State of California, that the Town of Los Gatos enter into an agreement with Hammon, Jensen, Wallen & Associates for Consultant Services for Geographical Information System Implementation, and that the Town Manager is authorized, and is hereby directed, to execute said contract/agreement in the name and on behalf of the Town of Los Gatos. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 7th day of August, 1995, by the following vote: COUNCIL MEMBERS: AYES: Randy Attaway, Joanne Benjamin, Steven Blanton, Linda Lubeck, Mayor Patrick O'Laughlin NAYS: None ABSENT: None ABSTAIN: None (41 � SIGNED: MAYOR OF THE TO OF LOS GATOS LOS GATOS, CALIFORNIA ATTEST: CLERK OF THE TOWN OF LOS JATOS LOS GATOS, CALIFORNIA TOWN CLERK AGR: -7J, REeo- IFi N: AGREEMENT FOR GEOGRAPHIC INFORMATION SYSTEJVV CONSULTANT SERVICES ° THIS AGREEMENT is entered into this day of 19 by and between the Town of Los Gatos, State of California, herein called the "Mn", and Hammon, Jensen, Wallen & Associates, engaged in providing Geographic Information Systems (G.I.S.) consulting services herein called the "Consultant ". RECITALS A. The Town is considering undertaking activities to create G.I.S. databases and applications. B. The Town desires to engage a G.I.S. Consultant to provide consulting services in conjunction with the creation and linking of G.I.S. database, because of Consultant's experience and qualifications to perform the desired work. C. The Consultant represents and affirms that it is qualified and willing to perform the desired work pursuant to this Agreement. AGREEMENTS NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Scope of Services. The Consultant shall provide the following services listed below. Convert DXF data The parcel (lot), ROW, APN, text, and town limit line data from the client will be converted from DXF format into ARC /INFO. ARC /INFO line, polygon, and annotation data will be generated from the seven DXF files to form seven ARC /INFO coverages. This process will be automated using the ARC MACRO language (AML) in ARC /INFO. Construct Topoloev After the data have been converted into ARC /INFO format, any errors that might be introduced during the conversion process or existing before the conversion will be corrected. These could include: intersection undershoot and overshoot, unclosed polygons, duplicated label identification numbers, or missing label identification numbers. Errors will be corrected before the data topology is constructed. This will be done using the CLEAN and BUILD commands within ARC /INFO to construct the polygon attribute table and arc attribute table for each file. A set of tolerance values will be selected during this process to make sure that a topologically sound Revised July 28, 1995 Page I of 9 N: \B &E \CHRISG \GIS HJW.CON Exhibit A data base will be built. Label Parcels Each parcel polygon will be labeled with its proper APN number. Parcels with more than one APN (trailer parks, condominiums), will have an internal label associated with them that will point to a table of the APN numbers. This internal label will be invisible to the end user, who will only need to refer to the APN. Edgematch Sheets Adjacent map sheets will be edgematched for spatial and attribute data continuity in ARC /INFO. This process will be done through a combination of automated and manual processes. Visual checking will ensure proper edgematching. -Quality Assurance (OA) / Quality Control (QC) HJW will conduct a variety of QA /QC procedures for this project using existing QA /QC AML programs as much as possible. The checking procedures include automated data base checking as well as interactive visual checking with reference to source data. Following are some of the procedures for checking data base integrity: • Correct data base table format: this check ensures that associated INFO tables meet the project specifications for the table definition; • Required INFO tables exist; • Topology current: ensure the coverage topology has been constructed after editing; • Existence of label errors: ensure that each polygon has one and only one label identification number. • Proper table relationship for parcels with multiple APN numbers. • Proper snap and dangle tolerance: ensure that proper snap and dangle tolerance have been used for each coverage to meet the accuracy requirement; • Closure of polygon features: ensure that all polygons should be closed properly according to their attribute; • Attribute consistency: ensures that data are valid in attribute tables for each attribute name; • Positional consistency: for example, this would ensure that spatially disjoined features do not overlap when plotted or visually checked on screen; • Correct naming convention: ensure each coverage name follows the naming convention required by the client. All checks performed will be reported in the QA /QC sign -off sheet for each map sheet. In addition, check plots will be generated at the source scale for checking the accuracy of spatial data and any discrepancies between the digital maps and their corresponding source maps. Revised July 28, 1995 Page 2 of 9 N: \B &E \CHRISG \GIS HJW.CON Verification Checkolots The seven ARC /INFO coverages will be plotted out for client review. In addition, any polygons without APN numbers, and other questionable data will be highlighted for annotation by the client. It is assumed that no more than 10% of the parcel data from the client will be missing an APN number. Verification Undate HJW will make any modifications to the data resulting from the client review of the checkplots. Creation of the Los Gatos Parcel GIS HJW will use the AVENUE scripting language to create a customized ArcView application that will enable anyone familiar with MS WINDOWS to use ArcView to access a specific location within the Town, point to a chosen location, and generate a buffer around that parcel. The user will be able to easily specify the radius of the desired buffer. In addition, the user will have access to all of ArcView's standard tools with which the data base can be queried and maps can be plotted. The ARC /INFO coverages will be linked within ArcView to a copy of the client's PERMITS data base. This will provide the linkage between the spatial data in ArcView and the addresses for that data. The ArcView application will be developed so that the user will be able to easily generate a list of addresses of those parcels that are within or touched by the created buffer, including condominiums and trailer parks. HJW will research and provide an analysis on the steps required to have the G.I.S. coverages fully linked, realtime, to the PERMITS data base running on Informix on the HP9000 (HP -UX). The G.I.S. coverage will be easily updatable when changes occur to the AutoCAD basemap, such as new subdivisions, lot mergers, and parcel corrections. The G.I.S. coverage and data base will be easily updatable with new PERMITS data base information. ArcView Application Trainin HJW will provide a half -day training session for the users of the application. A brief application instruction manual will be included in the training. HJW will train the Associate Civil Engineer in updating the G.I.S. database and coverages when parcel information changes, such as new subdivisions, lot mergers, map corrections and other updates. HJW will provide a sheet outlining the steps to be taken for these updates. HJW will train the Associate Civil Engineer and PERMITS administrator on the steps necessary to update the G.I.S. database and coverages with current PERMITS database information. HJW will provide a sheet outlining the steps to be taken for these updates. Revised July 28, 1995 Page 3 of 9 N: \B &E \CHRISG \GIS HJW,CON Flow Chart of Future GIS Development HJW will develop a flow chart that generally lays out the logical future steps in the development of the client's GIS data base. Potential future development could include registration of the data base to real -world coordinates, rubbersheeting of the parcel data to more closely match the size and shape of the parcels, acquisition, installation, and training in workstation ARC /INFO, migration of the data base into an ARC /INFO environment, and development of additional GIS coverages. 2. Time of Performance. The services of the Consultant are to commence upon the execution of this Agreement with completion of the program by November 15, 1995. Time is of the essence. 3. Compliance with Laws. The Consultant shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state and local laws. Consultant represents and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice its profession. Consultant represents and warrants to Town that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Consultant to practice its profession. Consultant shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code of the Town of Los Gatos. 4, Sole Respons ibility. Consultant shall be responsible for employing or engaging all persons necessary to perform the services under this Agreement. 5. Information /Report Hqa lips All documents furnished to Consultant by the Town and all reports and supportive data prepared by the Consultant under this Agreement are the Town's property and shall be delivered to the Town upon the completion of Consultant's services or at the Town's written request. All reports, information, data, and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential until released by the Town to the public, and the Consultant shall not make any of the these documents or information available to any individual or organization not employed by the Consultant or the Town without the written consent of the Town before such release. The Town acknowledges that the reports to be prepared by the Consultant pursuant to this Agreement are for the purpose of evaluating a defined project, and Town's use of the information contained in the reports prepared by the Consultant in connection with other projects shall be solely at Town's risk, unless Consultant expressly consents to such use in writing. Town further agrees that it will not appropriate any methodology or technique of Consultant which is and has been confirmed in writing by Consultant to be a trade secret of Consultant. 6. Compensation. Compensation for Consultant's professional services shall not exceed Revised July 28, 1995 Page 4 of 9 N: \B &E \CHRISG \GIS HJW.CON $15,100; and payment shall be based upon Town approval of the entire project Billing shall be accompanied by a detailed explanation of the work performed by whom at what rate and on what date. Also, plans, specifications, document$ or other pertinent materials shall be submitted for Town review, even if only in partial or draft form. 7. Availability of Records. Consultant shall maintain the records supporting this billing for not less than three (3) years following completion of the work under this Agreement. Consultant shall make these records available to authorized personnel of the Town at the Consultant's offices during business hours upon written request of the Town. 8. Project Manag-e-r. The Project Manager for the Consultant for the work under this Agreement shall be Jun Chen. 9. Assignability and Subcontractine. The services to be performed under this Agreement are unique and personal to the Consultant. No portion of these services shall be assigned or subcontracted without the written consent of the Town. 10. Notices. Any notice required to be given shall be deemed to be duly and properly given if mailed postage prepaid, and addressed to: To Town: Scott R. Baker Director of Building and Engineering Services Town of Los Gatos 110 E. Main Street Los Gatos, CA 95032 To Consultant: Jun Chen Project Manager Hammon, Jensen, Wallen & Associates 8407 Edgewater Drive Oakland, CA 94621 or personally delivered to Consultant to such address or such other address as Consultant designates in writing to Town. 11. Independent Contractor. It is understood that the Consultant, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the Town. As an independent contractor Revised July 28, 1995 Page 5 of 9 N: \B &E \CHRJSG \GIS HJW.CON he /she shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee(s). With prior written consent, the Consultant may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. Consultant agrees to testify in any litigation brought regarding the subject of the work to be performed under this Agreement. Consultant shall be compensated for its costs and expenses in preparing for, traveling to, and testifying in such matters at its then current hourly rates of compensation, unless such litigation is brought by Consultant or is based on allegations of Consultant's negligent performance or wrongdoing. 12. Conflict of Interest. Consultant understands that its professional responsibilities is solely to the Town. The Consultant has and shall not obtain any holding or interest within the Town of Los Gatos. Consultant has no business holdings or agreements with any individual member of the Staff or management of the Town or its representatives nor shall it enter into any such holdings or agreements. In addition, Consultant warrants that it does not presently and shall not acquire any direct or indirect interest adverse to those of the Town in the subject of this Agreement, and it shall immediately disassociate itself from such an interest should it discover it has done so. Consultant shall not knowingly and shall take reasonable steps to ensure that it does not employ a person having such an interest in this performance of this Agreement. If after employment of a person, Consultant discovers it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Consultant shall promptly sever this employment relationship. 13. Equal Employment Opportune . Consultant warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Neither Consultant nor its subcontractors do and neither shall discriminate against persons employed or seeking employment with them on the basis Of age, sex, color, race, marital status, sexual orientation, ancestry, physical or mental disability, national origin, religion, or medical condition, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment & Housing Act. 14. Insurance. A. Minimum Scope of Insurance: i• Consultant agrees to have and maintain, for the duration of the contract, General Liability insurance policies insuring him /her and Revised July 28, 1995 Page 6 of 9 N: \B &G \CHR15G \GIs HJW.CON his /her firm to an amount not less than: one million dollars ($1,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage. ii. Consultant agrees to have and maintain for the duration of the contract, an Automobile Liability insurance policy ensuring him /her and his /her staff to an amount not less than one million dollars ($1,000,000) combined single limit per accident for bodily injury and property damage. Consultant shall provide to the Town all certificates of insurance, with original endorsements effecting coverage. Consultant agrees that all certificates and endorsements are to be received and approved by the Town before work commences. iv. Consultant agrees to have and maintain, for the duration of the contract, professional liability insurance in amounts not less than $1,000,000 which is sufficient to insure Consultant for professional errors or omissions in the performance of the particular scope of work under this agreement. B. General Liability: 1• The Town, its officers, officials, employees and volunteers are to be covered as insured as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of Consultant, premises owned or used by the Consultant. This requirement does not apply to the professional liability insurance required for professional errors and omissions. ii. The Consultant's insurance coverage shall be primary insurance as respects the Town, its officers, officials, employees and volunteers. Any insurance or self- insurances maintained by the Town, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Town, its officers, officials, employees or volunteers. iv. The Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability. Revised July 28, 1995 Page % Of 9 N: \B &E \CHRISG \GIS HJW.CON C. All Coverages: Each insurance policy required in this item shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the Town. current certification of such insurance shall be kept on file at all times during the term of this agreement with the Town Clerk. D. In addition to these policies, Consultant shall have and maintain Workers' Compensation insurance as required by California law and shall provide evidence of such policy to the Town before beginning services under this Agreement. Further, Consultant shall ensure that all subcontractors employed by Consultant provide the required Workers' Compensation insurance for their respective employees. 15. Indemnification. The Consultant shall save, keep and hold harmless indemnify and defend the Town its officers, agent, employees and volunteers from all damages, liabilities, penalties, costs, or expenses in law or equity that may at any time arise or be set up because of damages to property or personal injury received by reason of, or in the course of performing work which may be occasioned by a willful or negligent act or omissions of the Consultant, or any of the Consultant's officers, employees, or agents or any subconsultant. 16. Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder, nor does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement. 17. Governing law. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. Venue for any action regarding this Agreement shall be in the Superior or Municipal Court of either the County of Santa Clara or the County of San Mateo. 18. Termination of Agreement. The Town and the Consultant shall have the right to terminate this agreement with or without cause by giving not less than fifteen (15) days written notice of termination. In the event of termination, the Consultant shall deliver to the Town all plans, files, documents, reports, performed to date by the Consultant. In the event of such termination, Town shall pay Consultant an amount that bears the same ratio to the maximum contract price as the work delivered to the Town bears to completed services contemplated under this Agreement pursuant to Exhibit A hereto, unless such termination is made for cause, in which event, compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination. Revised July 28, 1995 Page 8 of 9 N: \B &E \CHRISG \GIS HJW.CON 19. Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the Town and the Consultant. 20. Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, as well as costs not to exceed $7,500 in total. 21. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the Agreement between the Town and Consultant. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either parry. IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement as of the date indicated on page one (1). Town of Los Gatos David W. Knapp, Town Manager Town of Los Gatos ATTEST: Clerk of the Town of Los Gatos, Los Gatos, California Marian V. Cosgrove, Town Clerk Revised July 28, 1995 N: \B&E \CHRJSG \GIS HJW.CON Consultant: Print Name Title Approved as to Form: Larry E. Anderson, Town Attorney Page 9 of 9