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HomeMy WebLinkAboutGIS SERVICES INC r' ; .~ STATE OF GEORGIA RICHMOND COUNTY CONSULT ANT: PROJECT: DATE EXCECUTED: DATE COMPLETED: MAJOR PROTECTS CONSULTANT SERVICES AGREEMENT BETWEEN AUGUSTA, GEORGIA (CITY) AND CONSULTANT W.K. Dickson & Co., Inc. GIS Services 1 OF 26 REVISION DATE: January 2007 STATE OF GEORGIA RICHMOND COUNTY " , MAJOR PROTECTS CONSULTANT SERVICES AGREEMENT BETWEEN AUGUSTA, GEORGIA (CITY) AND CONSULTANT This Agreement is made and entered into this ~day of ~.~ D , 2007 by and between AUGUSTA, Georgia, a political subdivision of the State of Georgia, hereinafter called the "CITY" and W.K. Dickson & Co., Inc. a Corporation authorized to do business in Georgia, hereinafter called the "CONSULTANT." WHEREAS, the CITY desires to engage a qualified and experienced consulting firm to furnish professional services for: GIS services and to assist Augusta Utilities staff in using their GIS database and improve efficiency of data gathering. WHEREAS, the CONSULT ANT has represented to the CITY that it is experienced and qualified to provide the services contained herein and the CITY has relied upon such representation. NOW, THEREFORE, in consideration of the mutual promises and covenant herein contained, it is agreed by and between the CITY and the CONSULT ANT that: GENERAL PROVISIONS , CONSULTANT has agreed, in this Agreement with CITY to provide professional GIS services for the Project in accordance with the requirements as outlined in and attached as Attachment A _ Scope of Services and other relevant data defining the Project. CONSULT ANT COORDINATION The CONSULTANT shall cooperate fully with all municipalities, local government officials, utility companies, and other consultants as directed by the CITY. CITY, CONSULTANT and all relevant parties agree to work together on the basis of trust, good faith and fair dealing, and shall take actions reasonably necessary to enable each other to perform this Agreement in a timely, efficient 2 OF 26 REVISION DATE: January 2007 r' t and economical manner. All parties agree to cooperate in a manner consistent with good design practice and will exercise the degree of skill and diligence normally employed by professional engineers or consultants practicing under similar conditions. CONSULT ANT will re-perform any services not meeting this standard without additional compensation. AMENDMENTS TO AGREEMENT Every amendment to the Scope of Services shall become and is hereby made a part of this Agreement. Amendments must be fully executed by both the CONSULTANT and CITY to be valid. REDUCTION IN REQUIRED SERVICES If reductions in the required services are ordered by CITY, the credits shall be the amounts for such services as described in subsequently executed Amendments to this Agreement, and no claim for damages for anticipated profits shall accrue to the CONSULTANT. DATE CHANGES If in this Agreement specific periods of time for rendering services are set forth or specific dates by which services are to be completed are provided and if such periods of time or dates are changed through no fault of CONSULTANT, the rates and amounts of compensation provided for herein shall be subject to equitable adjustment. AGREEMENT MODIFICATIONS This Agreement shall not be modified except by a duly executed Amendment hereto in writing under the hands and seals of both parties hereto. TIME OF COMPLETION The time of completion shall be as described in the schedule attached hereto as Attachment D _ Schedule. This Agreement shall terminate immediately and absolutely at such time as appropriated and otherwise obligated funds are no longer available to satisfy the obligations of the CONSULTANT on behalf of the CITY under this Agreement. However, CONSULT ANT will be compensated for all work prior to termination of contract even if the CITY has obligated the funds to other projects. PROJECT PROGRESS CONSULT ANTIS services and compensation under this Agreement have been agreed to in anticipation of the orderly and continuous progress of the Project through completion. 3 OF 26 REVISION DATE: January 2007 'I' LITIGATION Nothing in this Agreement shall be construed as obligating the CONSULTANT to appear, support, prepare, document, bring, defend or assist in litigation either undertaken or defended in behalf of the CITY except in consideration of compensation. All such services required or requested of CONSULTANT by the CITY except suits or claims between the parties to this Agreement will be reimbursed as additional services. BINDINGS It is further agreed that the CITY and CONSULTANT each binds itself and themselves, its or their successors, executors, administrators and assigns to the other party to this Agreement and to its or their successors, executors and assigns in respect to all covenants of this Agreement. Except as above, neither CITY nor the CONSULT ANT shall assign, sublet or transfer its or their interest in this Agreement without prior written consent of the other party hereto. EXTENT OF THE AGREEMENT This Agreement represents the entire agreement between CITY and CONSULTANT and supersedes all prior negotiations, representations and agreements, either written or oral. DEFINITIONS Wherever used in this Agreement, whether in the singular or in the plural, the following terms shall have the following meanings: Agreement Execution - means the date on which CONSULT ANT executes and enters into an Agreement with CITY to perform the Work. Agreement Price - means the total monies, adjusted in accordance with a,ny provision herein, payable to the CONSULTANT under this Agreement. CITY -means a legal entity AUGUSTA, Georgia, a political subdivision of the State of Georgia. CONSULTANT - means the party or parties contracting directly with the CITY to perform Work pursuant to this Agreement. Contract - means the Agreement Documents specifically identified and incorporated herein by reference. Contract Time - means the period of time stated in this Agreement for the completion of the Work. Subcontractor - means any person, firm, partnership, joint venture, company, corporation, or entity having a contractual agreement with CONSULTANT or with any of its subcontractors at any tier to provide a part of the Work called for by this Agreement. Supplemental Agreement - means a written order to CONSULTANT signed by CITY and accepted by CONSULTANT, effecting an addition, deletion or revision in the Work, or an adjustment in the Agreement Price or the Contract Time, issued after execution of this Agreement. 4 OF 26 REVISION DATE: January 2007 , Task Order - means a written order specifying a Scope of Services, time of completion and compensation limit for services being provided by CONSULTANT. Task Orders shall be incorporated by reference as part of the Supplemental Conditions of this Agreement. Work - means any and all obligations, duties and responsibilities, including furnishing equipment, engineering, design, workmanship, labor and any other services or things necessary to the successful completion of the Project, assigned t9 or undertaken by CONSULT ANT under this Agreement. CONTRACT DOCUMENTS List of Documents The Agreement, the General Conditions, the Attachments, and any Supplemental Agreements, including Task Orders shall constitute the Agreement Documents (the" Agreement"). Conflict and Precedence The Agreement Documents are complementary, and what is called for by one is as binding as if called for by all. In the event there are any conflicting provisions or requirements in the component parts of this Agreement, the several Agreement Documents shall take precedence in the following order: 1. Agreement - Including Attachments 2. General Conditions 3. Supplemental Conditions - Including Task Orders GENERAL CONDITIONS 1. COMMENCEMENT OF WORK The performance of services as defined in the Prime Agreement between CONSULT ANT and the CITY, and herein described in this Agreement as Attachment A shall be commenced upon receipt by the CONSULTANT of a written Notice To Proceed. The effective date of services shall be defined in the Notice To Proceed. 2. PROFESSIONAL STANDARDS The standard of care for all services performed or furnished by CONSULTANT under this Agreement will be the level of care and that is ordinarily used by members of CONSULTANT'S profession practicing under similar conditions. 5 OF 26 r REVISION DATE: January 2007 '- 3. CHANGES AND EXTRA WORK The CIT\ may, at any time, request changes in the work to be performed hereunder. All such changes, including any increase or decrease in the amount of the CONSULTANT's compensation, which are mutually agreed upon by and between the CITY and the CONSULTANT, shall be incorporated in written Supplemental Agreements to the Agreement. Changes that involve an increase in the compensation shall be considered major, and require the approval of the CITY. 4. PERSONNEL The CONSULT ANT represents that it has secured or will secure, at its own expense, all personnel necessary to complete this Agreement; none of whom shall be employees of, or have any contractual relationship with, the CITY. All of the services required hereunder will be performed by the CONSULTANT under its supervision, and all personnel engaged in the work shall be qualified and shall be authorized or permitted under law to perform such services. All key professional personnel, including subcontractors, engaged in performing services for the CONSULTANT under this agreement are indicated in a personnel listing attached hereto as Attachment C - Listing of Key Personnel and incorporate herein by reference. No changes or substitution shall be permitted in the CONSULTANT's Key Personnel without the prior written approval of the CITY or his designee. The CONSULT ANT shall employ only persons duly registered in the appropriate category in responsible charge of supervision and design of the work. The CONSULTANT shall endorse all reports, contract plans, and survey data. Such endorsements shall be made by a person duly registered in the appropriate category by the Georgia State Board of Registration for Professional Engineers and Land Surveyors, being in the full employ of the CONSULTANT and responsible for the work prescribed by this Agreement. 5. ACCURACY OF WORK The CONSULTANT shall be responsible for the accuracy of the work and shall promptly correct errors and omissions in its plans and specifications without additional compensation. The CONSULTANT shall give immediate attention to these changes so there will be a minimum of delay to others. Acceptance of the work by the CITY will not relieve the CONSULT ANT of the responsibility for subsequent correction of any errors and the clarification of any ambiguities. 6. CONFIDENTIALITY The CONSULTANT agrees that its conclusions and any reports are for the confidential use and information of the CITY and that it will not disclose its conclusions in whole or in part to any persons whatsoever, other than to submit its written documentation to the CITY, and will only discuss the same with it or its authorized representatives. Upon completion of this Agreement 6 OF 26 REVISION DATE: January 2007 term, all documents, drawings, reports, maps, data and studies prepared by the CONSULTANT pursuant thereto shall become the property of the CITY and be delivered thereto. Articles, papers, bulletins, reports, or other materials reporting the plans, progress, analyses, or results and findings of the work conducted under this Agreement shall not be presented publicly or published without prior approval in writing of the CITY. It is further agreed that if any information concerning the PROJECT, should be released by the CONSULT ANT without prior approval from the CITY, the release of same shall constitute grounds for termination of this Agreement without indemnity to the CONSULTANT, but should any such information be released by the CITY or by the CONSULTANT with such prior approval, the same shall be regarded as public information and no longer subject to the restrictions of this Agreement. 7. OPEN RECORDS CONSULTANT acknowledge that all records relating to this Agreement and the services to be provided under the contract may be a public record subject to Georgia's Open Records Act (O.c.G.A. 950-18-70, et seq.). CONSULTANT shall cooperate fully in responding to such request and making all records, not exempt, available for inspection and copying as provided by law. 8. JURISDICTION The law of the State of Georgia shall govern the CONTRACT between CITY and CONSULTANT with regard to its interpretation and performance, and any other claims related to this agreement. All claims, disputes and other matters in question between CITY and CONSULTANT arising out of or relating to the Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. The CONSULTANT, by executing this Agreement, specifically consents to jurisdiction and venue in Richmond County and waives any right to contest the jurisdiction and venue in the Superior Court of Richmond County, Georgia. 9. TERMINATION OF AGREEMENT FOR CAUSE If through any cause, the CONSULTANT shall fail to fulfill in a timely and proper manner its obligations under this Agreement, or if the CONSULTANT shall violate any of the covenants, agreements or stipulations of this Agreement, CONSULT ANT will be given the opportunity to commence correction of obligation within 5 days of written notice and diligently complete the correction thereafter. Failure to maintain the scheduled level of effort as proposed and prescribed, or deviation from the aforesaid schedule without prior approval of the CITY, shall constitute cause for termination. The CITY shall thereupon have the right to terminate this Agreement by giving written notice to the CONSULTANT of such termination, and specifying the effective date thereof, at least five (5) days before the effective date of such termination. In such event, all finished or unfinished documents, maps, data, studies, work papers and reports prepared by the CONSULTANT under this Agreement shall become the property of the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents, as mutually agreed by the CITY and CONSULTA:-.JT. 7 OF 26 REVISION DATE: January 2007 10. TERMINATION FOR CONVENIENCE OF THE CITY The CITY may terminate this contract in part or in whole upon written notice to the CONSULTANT. The CONSULTANT shall be paid for any validated services under this Contract up to the time of termination. 11. COORDINATION AND COOPERATION WITH OTHER UTILITIES AND CONSULTANTS CONSULTANT shall thoroughly research all digital water and sewer data available from the CITY. The CITY will be responsible for providing the CONSULT ANT with all shapefiles, geodatabases, GPS collected features and custom scripts as well as any additional data sources that contain information on water and sewer utilities as well as road centerline, cadastral or other planimetric data as necessary for the completion of the project. If the CITY undertakes or awards other contracts for additional related work, the CONSULTANT shall fully cooperate with such other CONSULTANTs and the CITY employees or appointed committee(s), and carefully fit its own work to such additional work as may be directed by the CITY. The CONSULTANT shall not commit or permit any act which will interfere with the performance of work by any other CONSULTANT or by CITY employees. 12. COVENANT AGAINST CONTINGENT FEES The CONSULTANT warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by CONSULTANT for the purpose of securing business and that the CONSULTANT has not received any non-CITY fee related to this Agreement without the prior written consent of the CITY. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or at its discretion to deduct from the Agreement Price of consideration the full amount of such commission, percentage, brokerage or contingent fee. 13. RESPONSIBILITY FOR CLAIMS AND LIABILITY The CONSULTANT shall be responsible for any and all damages to properties or persons caused by its employees, subcontractors, or agents, and shall hold harmless the CITY, its officers, agents and employees from all suits, claims, actions or damages of any nature whatsoever to the extent found to be resulting from the CONSULTANT, its subcontracts, or agent in the negligent performance or non-performance of work under this Agreement. These indemnities shall not be limited by reason of the listing of any insurance coverage. 14. INSURANCE The CONSULTANT shall, at all times that this Agreement is in effect, cause to be maintained in force and effect an insurance policy(s) that will ensure and indemnify both the CITY, and Program Manager against liability or financial loss resulting from injuries occurring to persons or property or occurring as a result of any negligent error, act, or omission of the CONSULTANT in performance of the work during the term of this Agreement. 8 OF 26 REVISION DATE: January 2007 . , The CONSULTANT shall provide, at all times that this agreement is ill effect, Workerls Compensation insurance in accordance with the laws of the State of Georgia. The CONSULT ANT shall provide, at all times that this Agreement is in effect, Insurance with limits of not less than: A. Workmen's Compensation Insurance - in accordance with the laws of the State of Georgia. B. Public Liability Insurance - in an amount of not less that One Million ($1,000,000) Dollars for injuries, including those resulting in death to anyone person, and in an amount of not less than One Million ($1,000,000) Dollars on account of anyone occurrence. C. Property Damage Insurance - in an amount of not less than One Million ($1,000,000) Dollars from damages on account of an occurrence, with an aggregate limit of One Million ($1,000,000) Dollars. D. Valuable Papers Insurance - in an amount sufficient to assure the restoration of any plans, drawings, field notes, or other similar data relating to the work covered by the Project. E. Professional Liability Insurance - in an amount of not less than One Million ($1,000,000) Dollars or an amount that correlates to the aggregate fee on the project should it exceed $1,000,000. CITY will be named as an additional insured with respect to CONSULTANT's liabilities hereunder in insurance coverage's identified in items (b) and (c). The policies shall be written by a responsible company(s), to be approved by the CITY, and shall be noncancellable except on thirty-(30) days' written notice to the CITY. Such policies shall name the CITY as co-insured, except for worker's compensation and professional liability policies, and a copy of such policy or a certificate of insurance shall be filed with the Director at the time of the execution of this Agreement. 15. PROHIBITED INTERESTS 15.1 Conflict of Interest: The CONSULTANT agrees that it presently has no interest and shall acquire no interest, direct or indirect, that would conflict in any manner or degree with the performance of its services hereunder. The CONSULTANT further agrees that, in the performance of the Agreement, no person having such interest shall be employed. 15.2 Interest of Public Officials: No member, officer, or employee of the CITY during his tenure or for one year thereafter, shall have any interest, direct or indirect, in this Agreement or the proceeds thereof. 15.3 Employment of CITY's Personnel: The CONSULTANT shall not employ any person or persons in the employ of the CITY for any work required by the terms of the Agreement, without the written permission of the CITY except as may otherwise be provided for herein. 9 OF 26 REVISION DATE: January 2007 .. 16. SUBCONTRACTING The CONSULTANT shall not subcontract any part of the work covered by this Agreement or permit subcontracted work to be further subcontracted without the CITY's prior written approval of the subcontractor All subcontracts in the amount of $5,000 or more shall include, where possible, the provisions set forth in this Agreement. 17. ASSIGNABILITY The CONSULTANT shall not assign or transfer whether by an assignment or novation, any of its rights, obligations, benefits, liabilities or other interest under this Agreement without the written consent of the CITY. 18. EQUAL EMPLOYMENT OPPORTUNITY During the performance of this Agreement, the CONSULTANT agrees as follows: (1) the CONSULT ANT will not discriminate against any employee or applicant for employment because of race, creed, color, sex or national origin; (2) the CONSULTANT will, in all solicitations or advertisements for employees placed by qualified applicants, receive consideration for employment without regard to race, creed, color, sex or national origin; (3) the CONSULTANT will cause the foregoing provisions to be inserted in all subcontracts for any work covered by the Agreement so that such provision will be binding upon each subcontractor, provided that the foregoing provision shall not apply to contracts or subcontracts for standard commercial supplies of raw materials. 19. DRUG FREE WORKPLACE CONSULTANT shall be responsible for insuring that its employees shall not be involved in any manner with the unlawful manufacture, distribution, dispensation, possession, sale or use of a controlled substance in the workplace. For purposes of the policy, "workplace" is defined as CITY owned or leased property, vehicles, and project or client site. Any violation of the prohibitions may result in discipline and/ or immediate discharge. CONSULTANT shall notify the appropriate federal agencies of an employee who has a criminal drug statute conviction for workplace violation. CONSULTANT may require drug or alcohol testing of employees when contractually or legally obligated, or when good business practices would dictate. 20. ANTI-KICKBACK CLAUSE Salaries of architects, drafters, engineer's, and technicians performing work under this Agreement shall be paid unconditionally and not less often than once a month without deduction or rebate on any account except only such payroll deductions as are mandatory by law. The CONSULTANT 10 OF 26 REVISION DATE: January 2007 . l{ hereby promises to comply with all applicable "Anti-kickback" laws, and shall insert appropriate provisions in all subcontracts covering work under this Agreement. 21. AUDITS AND INSPECTORS At any time during normal business hours and as often as the CITY may deem necessary, the CONSULT ANT shall make available to the CITY and/ or audit representatives of the CITY for examination all of its records with respect to all matters covered by this Agreement. It shall also permit the CITY and/ or representatives of the audit, examine and make copies, excerpts or transcripts from such records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. The CONSULT ANT shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred on the Project and used in support of its proposal and shall make such material available at all reasonable times during the period of the Agreement, and for three years from the date of final payment under the Agreement, for inspection by the CITY or any reviewing agencies, and copies thereof shall be furnished upon request at cost plus 10%. The CONSULT ANT agrees that the provisions of this Article shall be included in any Agreements it may make with any subcontractor, assignee, or transferee. 22. OWNERSHIP, PUBLICATION, REPRODUCTION AND USE All documents and materials prepared as an instrument of service pursuant to this Agreement are the property of the CITY. The CITY shall have the unrestricted authority to publish, disclose, distribute, and otherwise use, in whole or in part, any reports, data, maps, or other materials prepared under this Agreement without according credit of authorship. The CITY shall hold harmless the CONSULTANT against all claims arising out of such use of documents and materials without the CONSULTANT's knowledge and written consent. 23. VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent, or employee of the CITY, either before, during, or after the execution of this Agreement, shall affect or modify any of the terms or obligations herein contained, nor shall such verbal agreement or conversation entitle the CONSULTANT to any additional payment whatsoever under the terms for this Agreement. All changes to this Agreement shall be in writing and appended hereto as prescribed in Article 3 above. 24. INDEPENDENT CONTRACTOR The CONSULT ANT shall perform the services under this Agreement as an independent contractor and nothing contained herein shall be construed to be inconsistent with this relationship or status. Nothing in this Agreement shall be interpreted or construed to constitute the CONSULTANT or any of its agents or employees to be the agent, employee, or representative of the CITY. 25. NOTICES All notices shall be in writing and delivered in person or transmitted by certified mail, postage prepaid. Notices shall be addressed as follows: 110F26 REVISION DATE: January 2007 , CITY: ADMINISTRATOR AUGUSTA, GEORGIA 530 Greene Street Augusta, GA 30901 CONSULT ANT: W.K. Dickson & Co., Inc. 1450 Greene Street Suite 225 Augusta, GA 30901 Copy to: DIRECTOR AUGUSTA UTILITIES DEPARTMENT Wes Byne 360 Bay Street Suite 180 Augusta, GA 30901 12 OF 26 REVISION DATE: January 2007 'l. IN WITNESS WHEREOF, said parties have hereunto set their seals the day and year written below: CITY: CONSULTANT: AUGUST A, GEORGIA (CITY) gKc1#-C):- ~ PRINTED NAME: J)f!l :P >. Cc:xl~"; t4~11610. W.K. DICKSON & Co., Inc. (CONSULTANT) BY~~~ PRINTED NAME: jJll..t..IAIV\ ~. u.!...IG,,,,,.,..eft . AS ITS: MAYOR ., AS ITS: ,/Ice ~~IDerJ-r ATTEST: 9~ L- 1LId.yV PRINTED NAME: J ~)..$'~IJj, L. Ii /41 .cJ /" AS ITS: /J"~J' e/'~ #1<'i~7.v-./ ~::'. DA TE{~,: . :;!:"".-..", DATE: ~. J~ Zc:>o7 Copy To: DIRECTOR AUGUST A UTILITIES DEPARTMENT 360 Bay Street Augusta, GA 30901 13 OF 26 REVISION DATE: January 2007 CONSULTANT'S RESPONSIBILITIES CONSULTANT , in order to determine the requirements of the Project, shall review the information in Attachment A - Scope of Services. CONSULT ANT shall review its understanding of the Project requirements with the CITY and shall advise CITY of additional data or services which are not a part of CONSULTANT's services, if any, necessary for design to begin. PROTECT UNDERSTANDING Upon request from the CONSULTANT, CITY may provide all criteria and full information as to CITY's and CONSULT ANT'S requirements for this part of the project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expendability, and any budgetary limitations. CONSULTANT may request from the CITY to furnish data, reports, surveys, and other materials that may be relied upon in performing CONSULT ANTIS services. REVIEW OF WORK Authorized representatives of the CITY may at all reasonable times review and inspect the project activities and data collected under the Agreement and amendments thereto. All reports, drawings, studies, specifications, estimates, maps and computation prepared by or for the CITY in association with this Agreement shall be subject to review. The CITY may at any time request progress reports, prints or copies of any work performed under this Agreement. Refusal by the CONSULTANT to submit progress reports and/or plans shall be cause to withhold payment to the CONSULT ANT until the CONSULT ANT complies with the CITY's request in the regard. The CITY's review recommendations shall be incorporated into the plans by the CONSULTANT. CONSULTANT'S INSURANCE CONSULTANT will maintain throughout this AGREEMENT the following insurance limits as specified in General Condition 14 - Insurance. 14 OF 26 REVISION DATE: January 2007 CITY'S RESPONSIBILITES CITY-FURNISHED DATA CITY will provide to CONSULTANT all data in CITY's possession relating to CONSULT ANT's services on the PROJECT. CONSULTANT will reasonably rely upon the accuracy, timeliness, and completeness of the information provided by CITY. RIGHT TO ENTER The CONSULTANT will notify all property owners or occupants of the intent to enter properties for the purpose of accomplishing work in accordance with the practices of the CITY. The CONSULTANT shall discuss with and receive approval from the CITY prior to sending notices of intent to enter private property. Upon request by the CONSULTANT, the CITY will provide the necessary documents identifying the CONSULT ANT as being in the employ CITY for the purpose described in the Agreement. ADVERTISEMENTS, PERMITS, AND ACCESS Unless otherwise agreed to in the Scope of Services, CITY will obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities; and land, easements, rights-of-way, and access necessary for CONSULTANT's services or PROJECT construction. TIMELY REVIEW CITY will examine CONSULTANT's studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as CITY deems appropriate; and render in writing decisions required by CITY in a timely manner. PROMPT NOTICE CITY will give prompt written notice to CONSULTANT whenever CITY observes or becomes aware of any development that affects the scope or timing of CONSULTANT's Services, or of any defect in the work of CONSULT ANT or construction contractors. CITY'S INSURANCE CITY will maintain property insurance on all pre-existing physical facilities associated in any way with the PROJECT. LITIGATION ASSISTANCE The Scope of Services does not include costs of CONSULTANT for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by CITY. All such Services required or requested of CONSULTANT by CITY, except for suits or claims between the parties to this AGREEMENT, will be reimbursed as additional services. 15 OF 26 REVISION DATE: January 2007 ATTACHMENT A - SCOPE OF SERVICES PROJECT DESCRIPTION: Augusta Utilities has indicated during multiple project planning meetings a desire to migrate the current utilities GIS data into a geodatabase format that will allow for the utilization of current editing, analysis and integration functionality available in the ESRI geodatabase architecture. As part of this migration, it will be necessary to design geodatabases for both water and sewer utilities as well as convert existing shapefile data into the newly built geodatabases. Once data is converted to the geodatabase, the project will develop a data maintenance workflow for editing data in the field. Finally the project will involve the custom development of tools and procedures for specific tasks as identified by Augusta Utilities as part of an on-call services agreement. DESIGN OBJECTIVES: The scope of GIS services and compensation for services included in this proposal are: Phase 1: Project Coordination and Data Model Development The project will begin with the project initialization meeting and data model workshop. The primary objective of this meeting will be to develop data models for both water and sewer utilities that are customized to Augusta Utilities current standards for attributes and unique identifiers as well as integration requirements for work order management software and other utility management tools. Using input from the data model workshop, CONSULTANT will then prepare a Microsoft Visio document illustrating each utility data model to be delivered to Augusta Utilities. These data models will serve as a reference document throughout the project for both Augusta Utilities and CONSULTANT to ensure proper understanding of attributes and relationships among the databases. Water and Sewer data models will be delivered to Augusta Utilities in hardcopy format as well as Adobe PDF for ease of use and reprinting. Additional objectives of the project initialization meeting will be for Augusta Utilities to provide CONSULTANT with any updates to datasets as well as to establish lines of communication for the project. CONSULTANT understands that proper communication is critical to project success. The Augusta Office of CONSULTANT will be the primary contact for this project. Being located close to Augusta Utilities and connected to all other CONSULT ANT offices via a high-speed network will allow quick transfer of data and project materials. Routine project update meetings will also be scheduled with Augusta Utilities to maintain communication on the project and to provide an opportunity for resolution of questions as they arise. It is anticipated that a total of six (6) onsite will be necessary throughout the course of the project. These site visits will take place during each phase of the project and will be scheduled during a convenient time for both Augusta Utilities and W.K. Dickson & Co., Inc. 16 OF 26 REVISION DATE: January 2007 l. Phase 2: Geodatabase Conversion Following the acceptance by Augusta Utilities of the data models developed during the data model workshop, creation of the geodatabases and migration of data into each geodatabase will begin. Currently sewer data is being maintained in ESRI shapefiles. This data will be migrated to the geodatabase to create a seamless data set. Water data is already in a geodatabase format, however that geodatabase has not been designed to take advantage of subtypes and domain values or the geometric network. These changes to the water geodatabase will be necessary to take full advantage of the geodatabase's functionality and to provide the necessary capability that Augusta Utilities desires from each data set. Geodatabases will be developed to take advantage of subtypes with domains established for common values. This will simplify the use of coded values and "pull down" style menus in both the field and office data management tasks. Each geodatabase will also be designed with a geometric network. The geometric network is a weighted relationship between feature classes within the dataset that establishes connectivity. While features participating in a geometric network cannot be edited unless the user is operating an ArcEditor license of ArcGIS, it is possible to remove the geometric network in versions of the original geodatabase that would be eligible for editing in the field with the ArcView level of licensing. This will allow Augusta Utilities to take advantage of the functionality of the geometric network for data management without being required to provide an ArcEditor license for each data editor in the field. Relationship classes in the geodatabase will also be utilized to establish relationships between objects. The use of composite relationship classes will enable rules to be established for the data that determine the effects creating, editing or deleting features will have on other objects. Following completion of the geodatabases, all existing data will be loaded into the corresponding geodatabase for future use. Following review of both water and sewer data sets from Augusta Utilities, it is understood that the total counts for features in each utility are as follows: Sewer Manholes Miles of Main 1,038 41.85 Water Valves Hydrants Elevated Tanks Junctions Reducers Miles of Main 11,729 4,870 27 8,872 284 972.14 Deliverables to Augusta Utilities following the geodatabase conversion phase will be a geodatabase for water, and similarly a geodatabase for sewer. Each geodatabase will be built in accordance with the data model developed with input from Augusta Utilities staff during the 17 OF 26 REVISION DATE: January 2007 .. ,.'.... data model workshop. Each geodatabase will utilize subtypes and domain values where necessary, and a geometric network will be established between features requiring connectivity in the GIS. Relationships between features identified during the data model workshop will also be created as relationship classes in the geodatabase. The geodatabases will be populated with water and sewer inventory data provided to CONSULTANT by Augusta Utilities. Phase 3: Geodatabase Maintenance Workflow Development Once the geodatabases are developed, it will be necessary to establish the workflows for both office and field maintenance of the data. CONSULTANT understands that the long term goals of Augusta Utilities is to provide a field editing solution for both water and sewer data sets as well as to integrate the current work order management software with the GIS data for access to work order and GIS data from the field. We also understand that Augusta Utilities has invested significant resources in the acquisition of Trimble Geo XT handheld GPS data collectors running ArcPad software. While the Geo XT unit does not possess the internal memory or processor capabilities to take large datasets into the field, they are still a very effective data collection tool for utility inventories. What we are proposing is an approach that will utilize the Geo XT units for data collection and maintenance and is also easily transferable to field tablet or notebook computers at any point at which Augusta Utilities desires to begin deploying these devices. Using existing functionality in the ArcPad check-in and check-out toolsets it will be possible for features from the geodatabase to be checked out to the Geo XT running ArcPad software. These checkouts can be taken into the field for additional data collection or for editing of previously inventoried data. Position updates for features such as manholes, valves or hydrants as well as attribute edits will be possible with the development of custom forms for ArcPad. CONSULTANT will develop ArcPad forms for both water and sewer feature collection based on attributes and domain values established from the geodatabases. Additional attributes will be added to allow the symbolization of feature edits such as features that are moved, deleted or have attribute edits by users in the office. Using the ArcPad data check -in tools in ArcGIS, it will then be possible to check the data collected and edited in the field using ArcPad back into the geodatabase for final editing and acceptance. CONSULT ANT will work with Augusta Utilities water and sewer data to develop an efficient workflow for checking data out to ArcPad as well as editing data in the office. This workflow will be compiled in a Project Workflow Reference document that will outline the specific steps to accomplish each data maintenance task. Deliverables to Augusta Utilities following the tasks of Phase 3 will be the completed ArcPad application forms to be operated on the Geo XT units for water and sewer data collection and editing. The Project Workflow Reference document will serve as a reference manual for the data maintenance workflow for the new geodatabases. Additionally on-site training in the use of ArcGIS editing tools and ArcPad check-in and check-out procedures will be provided to train Augusta Utilities staff on the workflow for utilizing the geodatabase with ArcGIS software. CONSULTANT will also train Augusta Utilities in utilizing existing ArcGIS functionality to accomplish the following specific tasks identified during project planning meetings. 18 OF 26 REVISION DATE: January 2007 . (; .. · Transferring attributes from one feature to a newly located feature · Use of relationship classes for altering related featureclasses such as gravity mains associated with manholes. · Use of geometric network weighting to assign snapping rules for edited features Phase 4: Custom Tool Development and Field Deployment Augusta Utilities has highlighted multiple tools that are desired for development to automate the data import / export and data maintenance processes. Some of these tools have been addressed through software upgrades to ArcGIS software and the development of the geodatabase. Additionally, new scripts are being continuously developed and distributed via the ESRI Arc Scripts portal. CONSULT ANT'S staff of custom programmers remains eager to develop tools that meet the needs of Augusta Utilities, however given the enhancements to the ESRI software and Arc Scripts already developed and freely available CONSULTANT proposes an alternate approach to custom tool development. CONSULTANT proposes an On-Call services billing portion of the contract be established with a not to exceed budget figure. Under this portion of the contract, CONSULTANT will work with Augusta Utilities to identify scripts and tools needed to enhance the data management processes. Furthermore, CONSULTANT will seek to identify readily available scripts or software enhancements that address the issues identified. In the event no solution is currently available, Augusta Utilities may engage the programming staff of CONSULTANT at any point for the custom development of tools or applications, or for the adaptation of existing tools to meet specific needs. Upon request by Augusta Utilities for custom programming by CONSULT ANT staff, a set scope and deliverables along with fee will be agreed upon prior to commencement of work. CONSULTANT is proposing this approach to afford Augusta Utilities the efficiency of industry developed and freely available tools while also offering a mechanism through which any programming needs can be met. CONSULT ANT believes that enhancements to ArcGIS software as well as the conversion of utility data to the fully utilized geodatabase will address many of the issues highlighted by Augusta Utilities during the project planning meetings. As previously mentioned, the goal of Augusta Utilities is to develop a complete field data editing procedure through which work order management data and GIS data can be integrated and distributed to field crews. By migrating data into the geodatabase it will be possible to either manage checkouts of the geodatabase to ArcPad, or take the geodatabase into the field for direct editing. To maximize this capability, field devices will be necessary that offer more memory and processor capability than the current Geo XT handheld GPS units have. For fully capable field editing of geodatabases, CONSULT ANT utilizes tablet PCs and ruggedized laptop computers. With storage capacity for large datasets such as cadastral data and aerial photography, combined with the ability to collect GPS data directly in the geodatabase using the GPS Analyst extension for ArcGIS, these units give field operators all of the power and capability of an office-based GIS workstation, at their fingertips in the field. Augusta Utilities has indicated that providing the fully functional capabilities of field editing is first a priority for the water utility. To address this need, CONSULTANT is proposing to advise Augusta Utilities in the purchase of ruggedized laptop or tablet PC running ArcGIS desktop with Arc View Licensing for a pilot deployment. In addition the GPS Analyst extension for ArcGIS will enable the collection of GPS data directly in the 19 OF 26 REVISION DATE: January 2007 . (. ~ geodatabase eliminating the need to convert data from shapefiles into the geodatabase and allowing full" in-the-field" capability from the geodatabase. GPS Analyst also enhances the ability to navigate to selected features in the field which becomes a useful tool for utility crews deployed for system maintenance. Collection of GPS data using the Toughbook or tablet PC can also be integrated with the use of any GPS receiver. For example the Trimble Pathfinder XC receiver which is a low cost CompactFlash card-based GPS receiver that works in the CompactFlash card slot of any field computer delivers an all in one solution. CONSULTANT proposes to work with Augusta Utilities in preparing specifications of necessary hardware and software for these field data computers. CONSULTANT is not a reseller of hardware or software. CONSULTANT will provide services for recommending hardware and software as well as configuring and training Augusta Utilities staff in the workflow and usage of the equipment under terms and conditions of the not to exceed portion of this proposal. Phase 5: Training CONSULTANT will provide two days of onsite training as requested. A minimum of one day of training is suggested following completion of the tasks for Phase 3. Additionally one day of training for field personnel prior to launch of the completed workflow and data maintenance protocol will be provided. Additional training may be requested at any time by Augusta Utilities and can be provided under the not to exceed portion of this proposal. 20 OF 26 REVISION DATE: January 2007 " ATTACHMENT B - COMPENSATION The CITY shall compensate the CONSULTANT for services, which have been authorized by the CITY under the terms of this Agreement. The CONSULT ANT may submit to the CITY a monthly invoice, in a form acceptable to the CITY and accompanied by all support documentation requested by the CITY, for payment for the services, which were completed during the billing period. The CITY shall review for approval said invoices. The CITY shall have the right to reject payment of any invoice or part thereof if not properly supported, or if the costs requested or a part thereof, as determined solely by the CITY, are unreasonably in excess of the actual phase of completion of each phase. The CITY shall pay each such invoice or portion thereof as approved, provided that the approval or payment of any such invoice shall not considered to be evidence of performance by the CONSULTANT to the point indicted by such invoice, or of receipt of acceptance by the CITY of the service covered by such invoice. The CITY shall pay any undisputed items contained in such invoices. Each invoice shall be accompanied by a letter progress report describing the total work accomplished for each phase and any problems, which have been encountered, which may inhibit execution of the work. The CONSULTANT shall also submit an accurate updated schedule, and an itemized description of the percentage of total work completed for each phase during the billing period. When the CITY authorizes the CONSULTANT to proceed with the work authorized in a Task Order, it agrees to pay the CONSULTANT for work completed, on the basis of the standard billing rates shown in Attachment B to the Contract of those principals and employees engaged directly on the work. Compensation for services conducted during Phase 1, 2, 3 and 5 shall be invoiced on a lump sum basis as identified below. Phase 4 shall be invoiced on an hourly basis using the attached rate schedule. Phase 1: Project Coordination and Data Model Development Project Initialization meeting / Data model workshop Data model development Project coordination $4,644.00 Phase 2: Geodatabase Conversion Geodatabase development Conversion of existing water and sewer data to geodatabase $9,382.00 Phase 3: Geodatabase Maintenance Workflow Development ArcPad application development Project Workflow Reference manual $7,772.00 21 OF 26 REVISION DATE: January 2007 . . f ~ Phase 4: Custom Tool Development and Field Deployment I I Phase 5: Training : Two days of onsite training foroAugusta Utilities Staff $50,000.00* $1,854.00 Total Project Cost I $73,652.00* I I *On-call Services in the not to exceed amount of $50,000.00 without prior approval by the CITY. i All invoices submitted by the CONSULTANT shall be detailed to reflect incurred expenses, labor I hours and costs by authorized Task. I Overtime may be performed at the discretion of the CONSULTANT, but the premium time portion of the overtime will not be billed to the CITY unless the CONSULT ANT has requested acceleration of the scheduled work in writing. I 22 OF 26 REVISION DATE: January 2007 . .. \I{ LABOR Principal Project Manager Senior GIS Analyst GIS Analyst GIS Technician I Administrative Assistant I I I I EXPENSES Mileage Telephone, Postage I Travel (Meals/Lodging) Subconsu1tants W.K. DICKSON & CO., INC. 2007 RATE SCHEDULE $180.00/hr. $13S.00/hr. $ 1 1 5.00/ h r. $ 9S.00/hr. $ 7S.00/hr. $ SO.OO/hr. I RS Rate (currently $0.445/mile) Cost Cost Cost + 10% 23 OF 26 REVISION DATE: January 2007 f' .. .." I ATTACHMENT C - LISTING OF KEY PERSONNEL CONSULTANT shall provide qualified personnel to perform its work. The list of key personnel below, including a de~ignated Program Manager will not change or be reassigned without the written approval of the CITY. Those personnel committed for this work are as follows: I I Trey Wingate, PE I I Joe Holley, PE, PLS I I Michael Cameron I I I I Tony Mason I Justin Greco I I Bennett Hawley Jeff Reynolds I I I I I I I I 24 OF 26 REVISION DATE: January 2007 ~ ' 't ATTACHMENT ID - SCHEDULE FOR PERFORMANCE The CONSULT ANT will commence work on or as soon as practicable after the date of execution of this Contract and receipt of written Notice to Proceed. All work as set forth in Phases 1, 2 and 3 I shall be completed within 120 calendar days, assuming: (i) the timely submission of all required data and the schedulmg of all meetings and reviews by the CITY; (ii) no other impacts or delays caused by third partie~; or (iii) other delays beyond CONSULTANT'S control. I Tasks set forth under Phase 4 shall be completed on an on-call basis and shall be complete on or before December 31, 2007. Should the CONSULTANT'S services extend past the completion date above, at no fault of [the CONSULTANT, the CONSULTANT'S compensation including rate schedules shall be adjusted accordingly in an amount mutually acceptable to the parties. The following project ~chedule is provided: Task Completion Date Phase 1, Data Model Development I Phase 2, Geodatabase Q:onversion Phase 3, Goodatabase lintenanee Workflow Development March 16, 2007 May 1, 2007 June 15, 2007 I Phase 4, Custom Tool Development and Field Deployment Open end, rate schedule will be revised on January 1, 2008 25 OF 26 REVISION DATE: January 2007 , ~ . ~ ADDITIONAL SERVICES: I I I · CONSULTANT will provide Web Ex training sessions for Augusta Utilities staff at the I rate of $95/ hour plus the Web Ex connection fee which is $.33 / minute / user. · Out-of-town meetings or conferences required of the CONSULTANT by the CITY. · Other not described above, as approved by the CITY. I I NOTE: It is the responsibility of the CONSULTANT as contracted by the CITY to provide professional surveying and engineering services. It is expected that such professionals will operate in a manner which assures the interests of the common welfare, rather than in a manner which promotes their bwn financial gain. It is expected that such professionals will act as a faithful agent for the CITY as a client. It is the duty of the CONSULTANT to protect the safety, health and welfare of the public in the performance of their professional duties. 26 OF 26 REVISION DATE: January 2007