HomeMy WebLinkAboutAGENDA REPORT 2014 0305 CCSA REG ITEM 10G ITEM 10.G.
CITY OF MOORPARK,CALIFORNIA
City Council Meeting
of 6-010/4
ACTION: iQ ne d
•
MOORPARK CITY COUNCIL
AGENDA REPORT Y
TO: Honorable City Council
FROM: Jennifer Mellon, Administrative Services Manager
Atanas Beltchev, Senior Information Systems Analyst jib
DATE: February 27, 2014 (CC Meeting of 3/5114)
SUBJECT: Consider a Professional Services Agreement with Nobel Systems
(Nobel)for Geographic Information System (GIS) GeoViewer Solution
BACKGROUND
On April 21, 2011, the City of Moorpark entered into a three (3) year Agreement for
Professional Services with Digital Map Products, Inc. to provide the City with their GIS
products including CityGIS (for City staff use) and CommunityView (the non-confidential
property and tax data available to the public over the intemet). The data provided and
accessed via the intemet includes aerial imagery, street centerlines, parcel lines, property
addresses, and other Moorpark data layers, such as zoning.
The current Agreement for GIS services expires April 21, 2014. The City has been a user
of Digital Map Products CityGIS and CommunityView for six(6)years. Due to a variety of
concerns with the product and the annual cost, staff made the determination that other GIS
solutions should be explored which might be a better alternative for the needs of the City.
DISCUSSION
Staff researched GIS options and determined that the functionality and cost of the Nobel
solution would be the best fit for the City(see Attachment 1). The Nobel hosted web based
solution hosts ESRI software and data model implementations as well as their GeoViewer
platform that will provide all the functionality that our current vendor provides plus these
additional features:
• GeoViewer Mobile for iPad mobile architecture that can be used dynamically in the
field.
• Google Maps view imbedded into the GeoViewer along with other aerial data view
options which will provide better resolution.
• Integration with other City database platforms for ease of data transfer.
• An enhanced map printing feature that integrates with Google maps and can be
customizable with title, scale, and other text.
• The ability to hyperlink scanned documents into the system.
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Honorable City Council
March 5, 2014 Regular Meeting
Page 2
• Integration with the County of Ventura and a third party data provider that provides
real time parcel data.
• Consulting services that will be utilized due to the cost savings provided by
switching to Nobel.
FISCAL IMPACT
The ongoing budgeted cost for GIS services is currently $23,500 per year. This amount
has been appropriated within the City's Information Systems Division budget. The annual
GIS services costs with Nobel will be $15,900 per year for the three (3) year term of the
Agreement (see Attachment 2), with the exception that project costs in the first year of the
Agreement will include an additional $6,000 for project set-up and training costs totaling
$21,900. There will be a savings of $1,600 in the current fiscal year, and a savings of
$7 ,600 per year for the second and third year of the Nobel Agreement in comparison to the
current GIS software annual cost. Staff's intent is to request to use the annual savings in
the 2014/15 and 2015/16 fiscal year budgets for additional contractual services by Nobel
for enhancements to the GIS system, which may include scanning of maps and plans and
creation of additional data layers, which are currently not being completed due to the high
cost of the current system and other staff priorities.
STAFF RECOMMENDATION
Authorize the City Manager to sign a Professional Services Agreement with Nobel
Systems, subject to final language approval by the City Manager and City Attorney.
Attachments:
1. Nobel Systems Proposal and Description
2. Professional Services Agreement
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Attachment 1
BEL
436 E. VANDERBILT WAY
SAN BERNARDINO, CA 92408
PHONE: 909-890-5611
FAX: 909-890·5612
MSAMUEL@NOBEL-SYSTEMS.COM
WWW.NOBEL-SYSTEMS.COM
18 M M I I # M M M I I I I # I I I I I I M M I I I I I I M I W # # I I I I M I I # I I I I M M I I I I I I # # I # # # # # M M M M M M I I I I I •
February 27, 2014
Re: PROPOSAL FOR GIS VIEWER SOFlWARE, TECHNICAL SUPPORT & TRAINING
GEOVIEWER ONLINE
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SYSTEMS
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A top objective of City of Moorpark (Moorpark) is to provide Geographic Information Systems data to
the casual user. Making GIS data available to casual users is very important. In many organizations the
"non-GIS people" and/or novice computer users are the people who find the data to be most useful in
carrying out their duties. Providing easy access to this information only improves the usefulness of the
data and can save time and money for many types of organizations.
The GeoViewer approach to this objective is quite simple. We offer an easy-to-use, intuitive interface
to Geographic Information Systems that provides the casual user with the ability to access the
information they need with little or no formal training.
ESRI PLATFORM: This product is built on ArcGIS API for Flex with ArcGIS Server as the backend, which is
configured to read the ArcSDE/SQL database. GeoViewer will ultimately allow you to access data for other
aspects of your utility systems, such as Customer Service, Field Operations, Engineering, Finance, and any
other enterprise data in which you wish to connect.
1
126
Attachment 1
The main objectives of the system include,
• Ability for non-GIS staff to use the system effectively with less than four hours of training.
• Provide access to interactive water atlas maps from staff desktops through web browser.
• Locate and view an area of interest anywhere within the water system service area.
• Provide secured access to only authorized users.
• Map updates are seamlessly delivered to system users without any lag time.
• Provide an extensible system that can be enhanced to provide broader functionality and
adapt to future software and functionality enhancements.
• Enable direct integration with geographic data repositories, asset management
information, billing systems, linked image libraries, and other information associated with
water system infrastructures.
Geo Viewer was designed with the following assumptions in mind:
• Casual GIS users want fast, easy access to relevant information.
• Casual GIS users don't have the time or desire to learn about topology, Shapefiles, ARC/INFO,
theories of GIS, etc.
• Casual GIS users don't want to have to add themes, assign colors, change theme properties, etc.
• Casual GIS users don't want to be bothered with the task of doing map composition. They would
much rather has the ability to print their maps with a standardized template.
• Casual GIS users don't typically need to make large maps themselves and are perfectly happy
printing an 8 1/2 by 11 map on a laser or ink jet printer. For the more advanced users, GeoViewer
Online Supports multiple paper sizes that is only restriction is the clients printing device.
• The GeoViewer is a robust and easy to use Enterprise Geographic Information Interface. The
GeoViewer is extremely flexible and can be tailored to any dataset.
We at Nobel Systems strongly believe that the functionality provided by GeoViewer will satisfy
the needs of the LBCWD. The list of features provided by GeoViewer includes but is not limited to:
Standard GeoViewer Features:
• Standard map navigation including pan, zoom in and zoom out, full extent
• Layer Legend Display
• Creation of Spatial Bookmark
• Google Street View
• Vicinity map that can be used to set the extent of main map, pan the main map, and
display the current extent of the main map.
• Property Search. Search by parcel number, situs address, or owner name.
• Supports ESRI Shapefiles, Coverages, Geodatabases, and CAD Drawings
• Also supports a wide variety of images including MrSid.
• Intuitive Select Toolbar. Select multiple features in multiple themes and:
• Find features within a specified distance, and generate mailing labels.
• Measure area and length
• Display contents of the selected set in a table format.
• Print map with a title, scale, and neat line.
• Link any number of layers to unlimited number of external databases
• Hyperlink scanned documents to features for easy retrieval.
2
127
Attachment 1
Selecting Features and obtaining information about them:
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Attachment 1
Search Mechanism:
• Property Search: Search by parcel number, situs address, owner name, street intersection, X & Y
coordinates, Latitude & Longitude
Printing Maps:
• Print maps using predefined templates containing title, scale, neat line, north arrow and disclaimer.
• Print map with standard printing options such as different orientations (portrait or landscape), various
paper sizes .
• Add/Include basemap types such as Google Street View, Aerials etc.
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129
Attachment 1
Viewing Documents and Information behind maps:
Print Mailing Labels:
• Print Mailing labels (compatible to office product offerings from 3M, Avery and other label
manufacturers)
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130
Attachment 1
Valve Isolation:
• Isolate required system valves to be shutoff for maintenance and automatically generate mailing
labels/phone notification lists
Google Street View Integration:
• Google Street View has been fully integrated into GeoViewer. There is no need to leave GeoViewer
6
131
Attachment 1
COST PROPOSAL
FIXED COSTS
Project Setup ................................................................................................. $4,000
Training .......................................................................................................... $2,000
RECURRING COSTS
Annual GeoViewer Online Hosting fee ....................................................... $15,900 per year
Billing Rates
Project Manager .................................................................................................... $150 per hour
Project Advisor ....................................................................................................... No charge
Technical Manager ................................................................................................ $150 per hour
Lead Software Architect ........................................................................................ $130 per hour
Programmer ........................................................................................................... $100 per hour
Direct Costs will be billed per approved rates of the District
7
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ATTACHMENT 2
AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF
MOORPARK AND NOBEL SYSTEMS
This subscription and sublicense Agreement ("Agreement"), dated as of the
____ of , 2014, ("Effective-Date") is made and entered into\ by
and between Nobel Systems, 436 East Vanderbilt Way, San Bernardino, CA 92408, a
corporation ("NOBEL" and/or "CONSUL TANT") and the City of Moorpark, a municipal
corporation ("CITY").
NOBEL operates the NOBEL GeoViewer service and, pursuant to the terms of
this Agreement, CITY is a subscriber to the NOBEL GeoViewer service. CITY
understands that NOBEL licenses copyrighted content owned by NOBEL or purchased
by NOBEL from various third parties. CITY also understands that, by being a
subscriber, access and use of copyrighted content is subject to a license granted to
NOBEL and a sublicense granted by NOBEL to CITY.
1. DEFINITIONS
1.1 "Contributor" is a third party that owns and/or licenses content and/or database(s)
to NOBEL.
1.2 "Contributor Content/Database(s)" is Contributor-owned content and/or licensed
content and/or databases(s) that have been licensed to NOBEL.
1.3 "Subscription Application" is and means a limited compilation of content that is
derived from NOBEL's content and or databases, including computer software and/or
data, material and information contained in the NOBEL GeoViewer website, and/or the
Contributor Content/Database(s). The Subscription Application is viewable solely
through authorized access and use of the NOBEL GeoViewer web site. The content of
the Subscription Application is further limited by Exhibit C. The Subscription Application
includes:
a) "Visual Output" which is an electronically displayed adaptation of the Subscription
Application obtained through authorized access and use of the NOBEL GeoViewer
web site; and
b) "Print Output" which is an electronically printed adaptation of the Visual Output
obtained through authorized access and use of the NOBEL Geo Viewer web site.
1.4 "Authorized User" is an employee or agent of CITY that has been authorized by
NOBEL to access and use the Subscription Applications except for the GeoViewer
application wherein an Authorized User may be any person of the general public that is
allowed access by the CITY.
1.5 "Purpose" is the non-commercial access and use of the Subscription Application
for the City's normal internal municipal activities by an Authorized User, subject to the
terms of this Agreement.
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2. COPYRIGHTS & LICENSING
The copyright and licensing rights and obligations are attached hereto as Exhibit C and
incorporated herein by this reference.
3. SUBSCRIPTION & LICENSE FEES
3.1 Subscription and License Fees. In consideration of a subscription to the NOBEL
GeoViewer service and the license granted in Exhibit C, City agrees to pay Consultant
in accordance with the payment rates and terms and the schedule of payment as set
forth in Exhibit D for the total term of the Agreement unless additional payment is
approved in writing as provided in this Agreement.
Consultant shall not be compensated for any services rendered in connection with its
performance of this Agreement, which are in addition to those set forth herein, unless
such additional services are authorized in advance and in writing by the City Manager.
Consultant shall be compensated for any additional services in the amounts and in the
manner as agreed to by City Manager and Consultant at the time City's written
authorization is given to Consultant for the performance of said services.
Consultant shall submit invoices monthly for actual services performed. Invoices shall
be submitted on or about the first business day of each month, or as soon thereafter as
practical, for services provided in the previous month. Payment shall be made within
thirty (30) days of receipt of each invoice as to all non-disputed fees.
Taxpayer ID or Social Security numbers must be provided, on an IRS W-9 form, before
payments may be made to vendors.
3.2 Failure to Pay. If CITY does not pay the invoiced amount to NOBEL within sixty
(60) days of its due date, NOBEL reserves the right to suspend access and use of the
NOBEL GeoViewer service by CITY, until the CITY brings its account current. All
payments will be applied against the oldest outstanding invoices, charges or fees first,
regardless of what may be noted on CITY's actual payment. If CITY's access and use is
terminated or suspended due to non-payment or non-compliance, CITY shall
nonetheless still be responsible for any fees as set forth in this Agreement.
3.3 Fees by City. CITY agrees to not charge fees for the Print Output(s) unless the
fees are for the sole non-profit purpose of recouping costs pursuant to CITY's normal
business activities.
4. NOBEL'S PROVISION OF SERVICES: SUPPORT, UPDATES & ERRORS
4.1 Access to the Subscription Application. NOBEL will deliver the application and
make the Subscription Application accessible to CITY through the website by the Initial
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Delivery Dates set forth in Exhibit A, Exhibit D and Exhibit E and incorporated herein by
this reference which detail the deliverables and related scheduling.
4.2 Installation Responsibilities. CITY agrees to be responsible for obtaining a
compatible web browser, such as Microsoft™ Internet Explorer™ to access and use the
website and the Subscription Application.
4.3 Technical Support. NOBEL will provide telephone and email technical support
from the hours of 8:00 a.m. to 5:00 p.m., Pacific Standard Time (PST), Monday through
Friday.
4.4 Errors or Omissions in the Contributor Content. CITY may identify errors or
omissions in the Contributor Content to NOBEL. NOBEL is not responsible for
correcting errors or omissions; however, NOBEL will forward any written claims of errors
or omissions to the Contributor(s), and will notify CITY as to Contributor's course of
action.
5. WARRANTY & LIMITATION OF LIABILITY
5.1 No Warranties. NOBEL and its Contributors make no expressed or implied
warranties, including but not limited to any warranty of design, merchantability, and
fitness for a particular purpose, or against infringement and no NOBEL agents are
authorized to alter this provision in writing or otherwise. NOBEL and its Contributors
make no representation or warranties that the Subscription Application is accurate and
free of errors and/or omissions. As such the parties specifically do not consider the
Subscription Application to be suitable so as to be reliable for use in emergencies.
NOBEL provides and the CITY accepts the Subscription Application on an "as is", "as
available" basis and NOBEL and each Contributor expressly disclaim all warranties,
including the warranties of merchantability, design, and fitness for a particular purpose.
5.2 Limitation of Liability. NOBEL and its Contributors shall not be liable for any loss,
injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in
or omissions from the website, Subscription Application, Visual Output(s), and Print
Output(s) or any materials available or not included therein, (b) the unavailability or
interruption of access to the website, Subscription Application, Visual Output(s), and
Print Output(s) or any features thereof or any materials, (c) CITY's use of the website,
Subscription Application, Visual Output(s), and Print Output(s) (regardless of whether
CITY received any assistance from NOBEL in using the service), (d) CITY's use of any
equipment in connection with accessing the website, (e) the content of the website,
Subscription Application, Visual Output(s), and/or Print Output(s), (f) any delay or failure
in performance beyond the reasonable control of NOBEL, any irregularities with the
Exhibit C copyright and licensing. Furthermore, NOBEL and its Contributors are not
liable to the CITY for any damages resulting from a violation of this Agreement or the
provision of services articulated herein except as provided as follows: The aggregate
and maximum liability of NOBEL and its Contributors, combined in connection with any
claim arising out of or relating to this Agreement (including but not limited to the Section
135
5 warranty), arising out of or relating to the CITY's subscription, and/or arising out of or
relating to the CITY's use of the web site, Subscription Application, Visual Output(s),
and Print Output(s) shall be limited to a refund of 12 months of fees and taxes paid by
CITY to NOBEL pursuant to Section 3 and Exhibit D. NOBEL and its Contributors shall
not be liable for any special, indirect, incidental, or consequential damages of any kind
whatsoever (including, without limitation, attorneys' fees) in any way due to, resulting
from, or arising in connection with CITY's use of the website, Subscription Application,
Visual Output(s), and Print Output(s), or the failure of NOBEL to perform its obligations,
regardless of any negligence alleged.
5.3 Indemnification and hold harmless. Consultant shall indemnify, defend and hold
harmless City, and any and all of its officers, employees, and agents ("City
lndemnitees") from and against any and all causes of action, claims, liabilities,
obligations, judgments, or damages, including reasonable legal counsels' fees and
costs of litigation ("claims"), arising out of the Consultant's performance of its obligations
under this Agreement or out of the operations conducted by Consultant, including the
City's active or passive negligence, except for such loss or damage arising from the
sole negligence or willful misconduct of the City. In the event the City lndemnitees are
made a party to any action, lawsuit, or other adversarial proceeding arising from
Consultant's performance of this Agreement, the Consultant shall provide a defense to
the City lndemnitees or at the City's option reimburse the City lndemnitees their costs of
defense, including reasonable legal counsels' fees incurred in defense of such claims.
Consultant agrees to obtain executed indemnity agreements with provisions identical to
those set forth in this Section from each and every subconsultant, or any other person
or entity involved by, for, with, or on behalf of Consultant in the performance of this
Agreement. In the event Consultant fails to obtain such indemnity obligations from
others as required here, Consultant agrees to be fully responsible according to the
terms of this Section. Failure of City to monitor compliance with these requirements
imposes no additional obligations on City and will in no way act as a waiver of any rights
hereunder. This obligation to indemnify and defend City as set forth here is binding on
the successors, assigns, or heirs of Consultant and shall survive the termination of this
Agreement or this Section.
City does not and shall not waive any rights that it may have against Consultant by
reason of this Section, because of the acceptance by City, or the deposit with City, of
any insurance policy or certificate required pursuant to this Agreement. The hold
harmless and indemnification provisions shall apply regardless of whether or not said
insurance policies are determined to be applicable to any losses, liabilities, damages,
costs, and expenses described in this Section.
6. DURATION OF AGREEMENT & TERMINATION
6.1 Term of Agreement. This Agreement is effective upon the Effective Date, and will
continue in effect until the end of the term specified in Exhibit D and the Agreement may
be renewed by the mutual written consent of NOBEL and CITY.
136
6.2 Termination. This Agreement may be terminated or suspended with or without
cause by CITY at any time with no less than thirty (30) days written notice of such
termination or suspension. In the event of such termination or suspension, CITY shall
be refunded the unused portion of the prepaid Subscription Application fees. Such
refund shall be prorated as to the percentage of unused time of the prepaid period.
CONSUL TANT may terminate or suspend this Agreement only by providing CITY with
written notice no less than sixty (60) days in advance of such termination. In the event
of such termination or suspension, CONSUL TANT shall be compensated for such
services up to the date of termination or suspension. Such compensation for work in
progress shall be prorated as to the percentage of progress completed at the date of
termination or suspension.
6.3 Obligations on Expiration or Termination. The license to access and use the
Subscription Application, including the rights listed in Exhibit C, are immediately revoked
upon expiration or termination of this Agreement.
6.4 Obligation to Return Material and Data. With respect to CITY work material,
work product and/or data supplied to NOBEL that is not the subject of a separate
agreement, NOBEL will return said documents and/or data at the time of 1) termination
of this Agreement or 2) conclusion of all work. Any word processing computer files
provided to CITY shall use Windows compatible, Microsoft™ Word for Windows™
software.
7. ADDITIONAL PROVISIONS
7.1 Non-Assignability. Neither party may assign or transfer this Agreement without
the prior written consent of the other party. Any unauthorized assignment or transfer will
be null and void, and enables termination. This Agreement is binding upon any
authorized successor or assign.
7.2 Independent CONSUL TANT. CONSUL TANT is and shall at all times remain as
to the CITY a wholly independent CONSUL TANT. The personnel performing the
service~ under this Agreement on behalf of CONSULTANT shall at all times be under
CONSUL TANT's exclusive direction and control. Neither CITY nor any of its officers,
employees, or agents shall have control over the conduct of CONSUL TANT or any of
CONSUL TANT's officers, employees, or agents, except as set forth in this Agreement.
CONSULTANT shall not at any time or in any manner represent that it or any of its
officers, employees, or agents are in any manner officers, employees, or agents of the
CITY. CONSULTANT shall not incur or have the power to incur any debt, obligation, or
liability whatever against CITY, or bind CITY in any manner. No employee benefits
shall be available to CONSULTANT in connection with the performance of this
Agreement. Except for the fees paid to CONSULTANT as provided in the Agreement,
CITY shall not pay salaries, wages, or other compensation to CONSULTANT for
performing services hereunder for CITY. CITY shall not be liable for compensation or
indemnification to CONSULTANT for injury or sickness arising out of performing
137
services hereunder.
7.3 Insurance. CONSUL TANT shall maintain prior to the beginning of and for the
duration of this Agreement insurance coverage as specified in Exhibit B attached to and
by this reference made part of this Agreement.
7.4 Severability. If any provision of this Agreement shall be held by a court of
competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions
shall remain in full force and effect so long as the intent of this Agreement and the rights
and obligation of the parties are not materially changed.
7.5 Preparation of Agreement. No provision in this Agreement shall be interpreted for
or against a party because that party drafted that provision. The header descriptions
and boxes contained herein are descriptive only and not a part of the contract.
7.6 Entire Understanding. Each of the parties hereto acknowledges that no other
party, nor any agent or attorney of any other party, has made any promise,
representations or warranty whatsoever, express or implied, not contained herein
concerning the subject matter hereof, to induce them to execute this Agreement in
reliance upon any such promise, representation or warranty not contained herein. All
prior discussions, negotiations, promises, and agreements are superseded by this
Agreement. This Agreement shall not be modified, amended, or supplemented and no
provision of the Agreement shall be waived, except by an agreement in writing signed
by all parties.
7. 7 Consent to Violation Not Waiver. A waiver by any party of a default or violation is
not a waiver of any provision of this Agreement, or of any subsequent default or
violation.
7.8 Governing Law & Arbitration. This Agreement shall be construed in accordance
with, and all disputes arising there under or related thereto shall be governed by, the
laws of the State of California, without regard to its conflict of laws principles. The
parties agree that all disputes arising out of or related to this Agreement (including but
not limited to arising out of or relating to the CITY's subscription, and/or arising out of or
relating to the CITY's use of the website, Subscription Application, Visual Output(s), and
Print Output(s) will be subject to binding arbitration. The arbitrator selection and conduct
of the arbitration will be pursuant to the rules and procedures of the American
Arbitration Association or the Judicial Arbitration and Mediations Services, Inc. The
exclusive place of the arbitration shall be in Ventura County, California and judgment on
the award may be entered in any court having jurisdiction thereof.
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7.9 Notice. Any notice to be given pursuant to this Agreement shall be in
writing, and all such notices and any other document to be delivered shall be delivered
by personal service or by deposit in the United States mail, certified or registered, return
receipt requested, with postage prepaid, and addressed to the party for whom intended
as follows:
To: City Manager
City of Moorpark
799 Moorpark Avenue
Moorpark, California 93021
To: Michael Samuel -President
Nobel Systems, Inc.
436 East Vanderbilt Way
San Bernardino, California 92408
Either party may, from time to time, by written notice to the other, designate a
different address or contact person, which shall be substituted for the one above
specified. Notices, payments and other documents shall be deemed delivered upon
receipt by personal service or as of the third (3rd) day after deposit in the United States
mail.
By the signatures below, the parties agree to the terms contained herein. This
Agreement may be executed in counterparts with the same force and effect as if
executed in one complete document. This Agreement is effective as of the Effective
Date.
CITY OF MOORPARK:
By:~~~~~~~~~~~~~~
Steven Kueny
City Manager
ATIEST:
By:~~~~~~~~~~~~~
Maureen Benson
City Clerk
Exhibit A:
Exhibit B:
Exhibit C:
Exhibit D:
Exhibit E:
Scope of Services
Insurance Requirements
Licensing
Subscription License Fees
NOBEL Delivery Responsibilities
NOBEL SYSTEMS:
By:~~~~~~~~~~~~~
Michael Samuel
President
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EXHIBIT A
Scope of Services
The Scope of Services defined below identifies the services that CONSUL TANT will
provide to the CITY in conjunction with the Agreement:
I. Application Subscriptions
1. CONSUL TANT will provide CITY with access to the GeoViewer service via the
Internet on a 24-hour basis.
2. CONSUL TANT will provide CITY with GeoViewer service access to an unlimited
number of Authorized Users (as defined in the Agreement) via a secure Internet
protocol (the "Internet").
3. CONSULTANT will provide CITY with access to the GeoViewerPublic service via
the Internet on a 24-hour basis. GeoViewer Public service is an Internet-based
service providing public, non-confidential property and tax data to the general public
via any computer at any location connected to the Internet via a hyperlink through
the CITY's website.
4. CONSUL TANT will provide CITY with GeoViewer Mobile Application to be
installed on an unlimited number of Authorized Users devices (as defined in the
Agreement) and used via a secure Internet protocol (the "Internet").
II. Data Services
1. In conjunction with the GeoViewer and GeoViewer Public services,
CONSUL TANT will provide access via the Subscription Application to the current
related data for the City of Moorpark and State of California: Ventura County areas.
This data will include the following elements: aerial imagery, street centerlines,
parcel landbase, property tax records (including ongoing updates to these data
elements), and Moorpark Agency data.
2. CONSULTANT will provide an additional "premium layer" consisting of the raster
tax maps for the City of Moorpark and Ventura County.
Ill. Client Services
1. CONSUL TANT will provide a GeoViewer Service Bundle. The GeoViewer
Services Bundle includes training services, for employees or agents of the CITY.
Two initial sessions will be conducted in-person at 799 Moorpark Ave., Moorpark,
CA 93021 and additional sessions will be conducted over the Internet via
CONSUL TANT's standard "WebEx" sessions on "as needed" basis at no cost.
2. CITY may request an addition or changes to the current related data for the City
of Moorpark. Such requests shall be considered as an optional service and are listed
in Exhibit D.
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EXHIBIT B
Insurance Requirements
Prior to the beginning of and throughout the duration of Work, CONSULTANT will
maintain insurance in conformance with the requirements set forth below.
CONSUL TANT will use existing coverage to comply with these requirements. If that
existing coverage does not meet requirements set forth here, CONSULTANT agrees to
amend, supplement, or endorse the existing coverage to do so. CONSULTANT
acknowledges that the insurance coverage and policy limits set forth in this section
constitute the minimum amount of coverage required. Any insurance proceeds available
to the City in excess of the limits and coverage required in this Agreement and which is
applicable to a given loss, will be available to the City.
CONSUL TANT shall provide the following types and amounts of insurance:
Commercial General Liability Insurance using Insurance Services Office (ISO)
"Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense
costs must be paid in addition to limits. There shall be no cross liability exclusion for
claims or suits by one insured against another. Limits are subject to review but in no
event less than $1,000,000 per occurrence for all covered losses and no less than
$2,000,000 general aggregate or $2,000,000 provided via umbrella coverage.
Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including
symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no
event to be less than $1,000,000 per accident. If CONSULTANT owns no vehicles, this
requirement may be satisfied by a non-owned auto endorsement to the general liability
policy described above. If CONSUL TANT or CONSUL TANT's employees will use
personal autos in any way on this project, CONSULTANT shall provide evidence of
personal auto liability for each such person.
Workers' Compensation on a state-approved policy form providing statutory benefits as
required by law with employer's liability limits no less than $1,000,000 per accident or
disease.
Insurance procured pursuant to these requirements shall be written by insurers that are
admitted carriers in the State of California and with an A.M. Bests rating of A-or better
and a minimum financial size of VII.
General conditions pertaining to provision of insurance coverage by
CONSULTANT
CONSUL TANT and the City agree to the following with respect to insurance provided by
CONSUL TANT:
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1. CONSUL TANT agrees to have its insurer endorse the third party general liability
coverage required herein to include as additional insured the City, its officials,
employees, and agents, using standard ISO endorsement CG 2010 with an
edition prior to 1992. CONSULTANT also agrees to require all contractors and
subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall
prohibit CONSUL TANT, or CONSULTANT's employees, or agents, from waiving
the right to subrogation prior to a loss. CONSUL TANT agrees to waive
subrogation rights against the CITY regardless of the applicability of any
insurance proceeds, and to require all contractors and subcontractors to do
likewise.
3. All insurance coverage and limits provided by Contractor and available or
applicable to this Agreement are intended to apply to the full extent of the
policies. Nothing contained in this Agreement or any other agreement relating to
the CITY or its operation limits the application of such insurance coverage.
4. None of the coverages required herein will be in compliance with these
requirements if they include limiting endorsement of any kind that has not been
first submitted to the CITY and approved in writing.
5. No liability policy shall contain any provision or definition that would serve to
eliminate so-called "third party action over" claims, including any exclusion for
bodily injury to an employee of the insured or of any contractor or subcontractor.
6. All coverage types and limits required are subject to approval, modification, and
additional requirements by the CITY, as the need arises. CONSUL TANT shall
not make any reductions in scope of coverage (e.g. elimination of contractual
liability or reduction of discovery period) that may affect the CITY's protection
without the CITY's prior written consent.
7. Proof of compliance with these insurance requirements, consisting of certificates
of insurance evidencing all of the coverages required and an additional insured
endorsement to CONSULTANT's general liability policy, shall be delivered to city
at or prior to the execution of this Agreement. In the event such proof of any
insurance is not delivered as required, or in the event such insurance is canceled
or reduced at any time and no replacement coverage is provided, the CITY has
the right, but not the duty, to obtain any insurance it deems necessary to protect
its interests under this or any other Agreement and to pay the premium. Any
premium so paid by the CITY shall be charged to and promptly paid by
CONSUL TANT or deducted from sums due CONSUL TANT, at the City's option.
8. Certificate(s) are to reflect that the insurer will provide thirty (30) days' notice to
the City of any cancellation or reduction of coverage. CONSUL TANT agrees to
require its insurer to modify such certificates to delete any exculpatory wording
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stating that failure of the insurer to mail written notice of cancellation or reduction
of coverage imposes no obligation, or that any party will "endeavor" (as opposed
to being required) to comply with the requirements of the certificate. In the event
that the insurer cannot comply with the 30 day notification requirement, the
CONSUL TANT agrees to provide 30 days' notice to CITY of any cancellation or
change of coverage.
9. It is acknowledged by the parties of this Agreement that all insurance coverage
required to be provided by CONSUL TANT or any subcontractor, is intended to
apply first and on a primary, non-contributing basis in relation to any other
insurance or self-insurance available to the CITY.
10. CONSULTANT agrees to ensure that subcontractors, and any other party
involved with the Work who is brought onto or involved in the Work by
CONSUL TANT, provide the same minimum insurance required of
CONSULTANT. CONSULTANT agrees to monitor and review all such coverage
and assumes all responsibility for ensuring that such coverage is provided in
conformity with the requirements of this section. CONSULTANT agrees that upon
request, all agreements with subcontractors and others engaged in the Work will
be submitted to CITY for review.
11. CONSUL TANT agrees not to self-insure or to use any self-insured retentions or
deductibles on any portion of the insurance required herein and further agrees
that it will not allow any contractor, subcontractor, Architect, Engineer, or other
entity or person in any way involved in the performance of Work contemplated by
this Agreement to self-insure its obligations to the CITY. If CONSULTANT's
existing coverage includes a deductible or self-insured retention, the deductible
or self-insured retention must be declared to the CITY. At that time, the CITY
shall review options with the CONSULTANT, which may include reduction or
elimination of the deductible or self-insured retention, substitution of other
coverage, or other solutions.
12. The CITY reserves the right at any time during the term of the Agreement to
change the amounts and types of insurance required by giving the
CONSULTANT ninety (90) days advance written notice of such change. If such
change results in substantial additional cost to the CONSULTANT, the CITY will
negotiate additional compensation proportional to the increased benefit to the
CITY.
13. For purposes of applying insurance coverage only, this Agreement will be
deemed to have been executed immediately upon any party hereto taking any
steps that can be deemed to be in furtherance of or towards performance of this
Agreement.
14. CONSUL TANT acknowledges and agrees that any actual or alleged failure on
the part of the City to inform CONSULTANT of non-compliance with an insurance
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requirement in no way imposes any additional obligations to the CITY nor does it
waive any rights hereunder in this or any other regard.
15. CONSUL TANT will renew the required coverage annually as long as the CITY, or
its employees or agents face an exposure from operations of any type pursuant
to this Agreement. This obligation applies whether or not the Agreement is
canceled or terminated for any reason. Termination of this obligation is not
effective until the CITY executes a written statement to that effect.
16. CONSUL TANT shall provide proof that policies of insurance required herein
expiring during the term of this Agreement have been renewed or replaced with
other policies providing at least the same coverage. Proof that such coverage
has been ordered shall be submitted prior to expiration. A coverage binder or
letter from CONSULTANT's insurance agent to this effect is acceptable. A
certificate of insurance and/or additional insured endorsement as required in
these specifications applicable to the renewing or new coverage must be
provided to the CITY within five (5) days of the expiration of coverage.
17. The provisions of any Workers' Compensation or similar act will not limit the
obligations of CONSUL TANT under this Agreement. CONSULTANT expressly
agrees not to use any statutory immunity defenses under such laws with respect
to the CITY, its employees, officials and agents.
18. Requirements of specific coverage features or limits contained in this section are
not intended as limitations on coverage, limits, or other requirements nor as a
waiver of any coverage normally provided by any given policy. Specific reference
to a given coverage feature is for purposes of clarification only as it pertains to a
given issue, and is not intended by any party or insured to be limiting or all-
inclusive.
19. These insurance requirements are intended to be separate and distinct from any
other provision in this Agreement and are intended by the parties here to be
interpreted as such.
20. The requirements in this section supersede all other sections and provisions of
this Agreement to the extent that any other section or provision conflicts or
impairs the provisions of this section.
21. CONSUL TANT agrees to be responsible for.ensuring that no contract used by
any party involved in any way with the Work reserves the right to charge the
CITY or CONSUL TANT for the cost of additional insurance coverage required by
this Agreement. Any such provisions are to be deleted with reference to the
CITY. It is not the intent of the CITY to reimburse any third party for the cost of
complying with these requirements. There shall be no recourse against the CITY
for payment of premiums or other amounts with respect thereto.
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22. CONSULTANT agrees to provide immediate notice to CITY of any claim or loss
against CONSUL TANT arising out of the work performed under this Agreement.
The CITY assumes no obligation or liability by such notice, but has the right (but
not the duty) to monitor the handling of any such claim or claims if they are likely
to involve the CITY.
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EXHIBIT C
Licensing
1. Ownership. CITY understands that the website, System Application, Visual
Output(s), and Print Output(s) in any form are the intellectual property of NOBEL
and/or the Contributor(s).
2. Preservation of Notices. CITY agrees to include, and will not remove or obscure,
any copyright, trademark, patent, or other notices appearing on the website,
System Application, Visual Output(s), or Print Output(s).
3. Trade Secrets and Confidential Information. CITY also understands that the
website, Subscription Application, Visual Output(s), and Print Output(s) are
based on and include proprietary trade secrets and confidential information of
NOBEL and/or the Contributor(s). CITY will not modify, adapt, translate, reverse
engineer, decompile, or disassemble any portion of the NOBEL GeoViewer web
site, Subscription Application, Visual Output(s), or Print Output(s). To the extent
allowed by law, CITY will treat the NOBEL GeoViewer web site, Subscription
Application, Visual Output(s), or Print Output(s) with at least the same degree of
care (and no less than a reasonable degree of care) as that which it treats its
own trade secrets and confidential information.
4. U.S. Database Protection Legislation. If the United States adopts database
protection legislation, its provisions will be applicable to the terms of this
Agreement.
5. Grant of license. NOBEL grants to CITY, subject to the terms of this Agreement,
a non-exclusive, non-transferable, and non-assignable license to access and use
the Subscription Application for a Purpose by an Authorized User.
6. Scope of license. CITY agrees and understands that the license granted is solely
to access and use the Subscription Application as set out in Section 1.3.
7. Rights Reserved by NOBEL. NOBEL reserves all other rights to itself.
8. New Use. CITY agrees that any other use of any content contained on the
website is strictly prohibited. Any improvements or future methods or means of
accessing or using the Subscription Application are expressly reserved to
NOBEL. CITY further agrees that only individuals authorized by the subscribing
organization may access and use the website.
9. Infringement & Propriety of Use. Except as specifically provided herein, CITY
agrees not to use the Subscription Application, Visual Output(s), or Print
Output(s) in any fashion that infringes the copyrights or proprietary interests set
forth in this Agreement. CITY further agrees not to use the information contained
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in the Subscription Application, Visual Output(s), or Print Output(s) in any fashion
or manner that is precluded by or violates any federal or state law or federal or
state regulation. CITY acknowledges that the Software Application may be
subject to U.S. export jurisdiction. CITY agrees to comply with all applicable
international and national laws that apply to the Software Application, as well as
end-user, end-use, and destination restrictions issued by U.S., state or other
governments. CITY may not use the Subscription Application in any manner that
could damage, disable, overburden, or impair such services or interfere with any
other party's use and enjoyment of the Subscription Application. CITY may not
attempt to gain unauthorized access to any service, account, computer systems
or networks associated with the Subscription Application.
10. Consent to Use of Data. CITY agrees that NOBEL may collect and use technical
information gathered as part of the product support services provided to CITY
under this Agreement. NOBEL may use this information solely to improve their
products or to provide customized services or technologies to CITY.
11. Ownership. CITY agrees that any works commissioned or undertaken by NOBEL
pursuant to this Agreement shall be and remain the property of NOBEL.
12. Injunctive Relief. CITY acknowledges that its use of the Subscription Application
for a use not specifically provided for in this Agreement, specifically this Section
2, NOBEL and its Contributors will not have an adequate remedy in money or
damages. As such, should CITY misuse the Subscription Application, NOBEL
and its Contributors shall have the right to seek injunctive relief against CITY to
cease the misuse of the Subscription Application.
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EXHIBIT D
Subscription License Fees
Subscription License Fees:
GeoViewer, GeoViewer Public $15,900 Per Year
and GeoViewer Mobile
Term: 3 Years
Payment Schedule: $15,900 Annual Payment -Due
on , 2014
Payment Schedule: $15,900 Annual Payment -Due
on ,2015
Payment Schedule: $15,900 Annual Payment -Due
on ,2016
Payment Terms Net 30
Fixed (one time) Costs -Year One:
Import CITY provided data into $4,000 Upon implementation
Geo Viewer Platform (Project
Setup)
Training $2,000 Upon completion
Billing Rates for Optional Services
Subscription License Fees:
Project ManaQer $150.00 Per Hour
Technical Manager $150.00 Per Hour
Lead Software Architect $130.00 Per Hour
Programmer $100.00 Per Hour
Project Advisor $0.00 Per Hour
Payment Terms Net 30
NOTES:
A. All applicable Subscription License Fees, Data Services Fees and Client Services
Fees shall be invoiced annually, as noted above. All Optional Services fees shall be
invoiced monthly in the month following the period the service was rendered.
B. All invoices are due upon receipt and are payable in accordance with the payment
schedule noted above. Any invoice not paid within thirty (30) days of its scheduled
payment date shall be considered past due.
C. Term expires _________ , 2017.
148
EXHIBIT E
NOBEL Delivery Responsibilities
Note: Any references to Nobel delivery responsibilities contained elsewhere in this
Agreement are for informational purposes only. This Exhibit E controls Nobel delivery
responsibilities.
A l"f Sb "f •PP 1ca ion u scrip ions
Product Name Quantity Deliveries
GeoViewer Application Unlimited Within one (1) day from
Subscription, GeoViewer Users Agreement execution
Public Application
Subscription and GeoViewer
Mobile
Data Services
Product Name Quantity Deliveries
State of California: Ventura 1 County Within one (1) day from
County-includes Aerials, Agreement execution
Street Centerlines, Parcel
Landbase, Property Tax
Records and Premium
Layer: Raster Tax Maps
Client Services
Product Name Quantity Deliveries
GeoViewer Services Bundle 1 Commence within three (3)
days from Agreement
execution
Import CITY provided data 1 As requested, subject to
into GeoViewer (ECW or mutual agreement by the
MrSID format) parties
Import CITY provided data 1 As requested, subject to
into GeoViewer (JPEG or mutual agreement by the
TIF format) parties
Import CITY provided layers 1 As requested, subject to
into GeoViewer mutual agreement by the
parties
149