Vers.: Aug. 5, 2019
AMENDMENT NO. 2 TO CONTRACT NO. C21181846
BETWEEN THE CITY OF PALO ALTO AND
CAD MASTERS, INC.
This Amendment No. 2 (this “Amendment”) to Contract No. C21181846 (the “Contract” as defined below) is entered into as of August 3 , 2026 by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and CAD MASTERS, INC. , a California corporation, located at 201 North Civic Drive, Suite 182, Walnut Creek, CA 94596 (“CONSULTANT ”).
CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.
R E C I T A L S
A. The Contract (as defined below) was entered into by and between the Parties hereto for the development, support, and maintenance of the City’s Enterprise Geographical Information System (GIS) asset management database (the “Project”) and desires to engage a consultant to provide these services in connection with the Project, as detailed therein.
B. The Parties now wish to amend the Contract to update the software products and services provided under the Contract to reflect current practices, increase compensation by Four Hundred Twenty Thousand Dollars ($420,000), from One Million Nine Hundred Fifty Thousand Dollars ($1,950,000) to a new total not-to-exceed amount of Two Million Three Hundred Seventy Thousand Dollars ($2,370,000), increase the current rates as set forth in Exhibit C-1, and extend the term through August 2, 2029.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:
SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. Contract. The term “Contract” shall mean C ontract No. C21181846 between CONSULTANT and CITY, dated July 1, 2021, as amended by:
Amendment No. 1, dated June 1, 2026
b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.
SECTION 2. Section 2 “TERM” of the Contract is hereby amended to read as follows:
“The term of this Agreement shall be from the date of its full execution through August 2, 2029, unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.”
SECTION 3. Section 4 “NOT TO EXCEED COMPENSATION” of the Contract is hereby amended to read as follows:
Docusign Envelope ID: 74CF9C41-1ED4-8A42-8238-AB605FE11D49 Vers.: Aug. 5, 2019
“The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Two Million Three Hundred Seventy Thousand Dollars ($2,370,000). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.”
SECTION 4. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference:
a. Exhibit “A” entitled “SCOPE OF SERVICES”, AMENDED, REPLACES PREVIOUS
b. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE”, AMENDED, REPLACES
PREVIOUS
c. Exhibit “C” entitled “COMPENSATION”, AMENDED, REPLACES PREVIOUS
d. Exhibit “C -1” entitled “ SCHEDULE OF RATES ”, AMENDED, REPLACES
PREVIOUS
SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.
SECTION 6 . Incorporation of Recitals . The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference.
(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
Docusign Envelope ID: 74CF9C41-1ED4-8A42-8238-AB605FE11D49 Vers.: Aug. 5, 2019
SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written.
CITY OF PALO ALTO
_____________________________
City Manager
APPROVED AS TO FORM:
_____________________________
City Attorney or designee
CAD MASTERS, INC.
By:______________________________
Name:___________________________
Title:____________________________
Attachments:
Exhibit “A” entitled “SCOPE OF SERVICES”, AMENDED, REPLACES PREVIOUS Exhibit “B” entitled “SCHEDULE OF PERFORMANCE”, AMENDED, REPLACES PREVIOUS Exhibit “C” entitled “COMPENSATION”, AMENDED, REPLACES PREVIOUS Exhibit “C-1” entitled “SCHEDULE OF RATES”, AMENDED, REPLACES PREVIOUS Docusign Envelope ID: 74CF9C41-1ED4-8A42-8238-AB605FE11D49 Drew Burgasser
Vice-President
Vers.: Aug. 5, 2019
EXHIBIT A
SCOPE OF SERVICESAMENDMENT NO. 2
(AMENDED, REPLACES PREVIOUS)
BACKGROUND INFORMATION (DATA ENGINES AND EXISTING APPLICATIONS):
Database Engines:
• Oracle
• Microsoft SQL Server
• Microsoft Access (for maintenance of legacy applications)
Primary Software Applications:
• Autodesk AutoCAD Civil 3D
• Autodesk Utility Design (AUD)
• ArcGIS / ArcGIS Pro
Custom Applications:
• Electric data model (Oracle)
• WGW Service Order Generation (SOGEN)
• Electric Equipment and Maintenance data model (Oracle) front-end application (EEM) Electric Autodesk Utility Design (AUD)
• Document Management System (DMS)
• Drawing Generation (DWGGEN) for creating AutoCAD and AUD entities from GIS Map Locator (custom Google Maps interface on top of AutoCAD) • FME workspaces for import from and export to SAP, ESRI SHP, DWG, and Excel • Transformer Purchasing DB data export SAP data import and export
SCOPE OF WORK (including but not limited to the following items):
1. User Support and Maintenance of Existing Applications and Workflows
1.1 SQL Server Database Administrator (DBA)
• Install and configure Oracle software
• Configure and monitor data backups
• Troubleshoot performance issues
1.2 Service Order Generation
• Write, configure, and monitor Service Order Generation (SOGEN) software • Provide programming and support for mobile SOGEN
Docusign Envelope ID: 74CF9C41-1ED4-8A42-8238-AB605FE11D49 Vers.: Aug. 5, 2019
1.3 Automated Utility Design
• Install and configure software and upgrades, provide training, and troubleshoot problems; assist IT when necessary
• Provide customization services for import/export to SAP and report generation • Write, configure, and monitor software to update material catalog prices from SAP • Write, configure, and monitor software to output work order data to Excel
1.4 Electric Equipment Management (EEM) Database
• Write, configure, and monitor database (Oracle) and front-end application (EEM) for electric equipment maintenance
2. Data Synchronization, Import, and Export
• Configure and support FME workspaces for export to ESRI SHP, AutoCAD DWG, Excel, and ArcGIS maps
• Write, configure, and monitor software to import SAP utility meter data (installation numbers)
• Configure and support FME workspaces to import SAP consumption data (via a middleware Excel file) for any desired utility
3. GIS and Engineering Drawing Support
• Provide technical support for ArcGIS and ArcGIS Pro for WGW Engineering and Operations users
• Assist with creation and maintenance of WGW utility system maps in ArcGIS Pro for engineering analysis, operations planning, and paper map production • Configure and assist with ArcGIS queries, map layers, and attribute searches to support user workflows
• Assist with creation and maintenance of AutoCAD Civil 3D drawings to support WGW Engineering design and construction drawing development • Provide support for data exchange between GIS, AutoCAD Civil 3D, and other engineering systems used by WGW Engineering
Docusign Envelope ID: 74CF9C41-1ED4-8A42-8238-AB605FE11D49 Vers.: Aug. 5, 2019
EXHIBIT B
SCHEDULE OF PERFORMANCE
AMENDMENT NO. 2
(AMENDED, REPLACES PREVIOUS)
CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (“NTP”) from the CITY.
Milestones Completion
Number of Days/Weeks (as specified
below)
from NTP
Scope Category 1: User Support & Maintenance
of Existing Applications & Workflows
Services to be provided on an ongoing
basis as directed by City
Scope Category 2: Data Synchronization, Import,
and Export
Services to be provided on an ongoing
basis as directed by City
Scope Category 3: Application Development,
Data Integration, and GIS Enhancements
Services to be provided on an ongoing
basis as directed by City
Docusign Envelope ID: 74CF9C41-1ED4-8A42-8238-AB605FE11D49 Vers.: Aug. 5, 2019
EXHIBIT C
COMPENSATION
AMENDMENT NO. 2
(AMENDED, REPLACES PREVIOUS)
CITY agrees to compensate CONSULTANT for the Services performed in accordance with the terms and conditions of this Agreement, including Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4 of the Agreement), based on the hourly rate schedule attached as Exhibit C-1.
The compensation to be paid to CONSULTANT under this Agreement for all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY.
TASK DESCRIPTIONS Estimated
Annual
Budget:
3 Year
Contract
Total:
Category 1 – User Support & Maintenance of Existing Applications & Workflows
$70,000 $210,000
Task 1.1 – Oracle Database Administration
Install and configure Oracle software; configure and monitor backups; and troubleshoot database performance issues.
Task 1.2 – Service Order Generation (SOGEN)
Write, configure, and monitor SOGEN software; provide programming and support for mobile SOGEN.
Task 1.3 – Automated Utility Design Support (SAP / Reporting / Data Automation)
Install and configure software and upgrades; provide training and troubleshooting; assist IT as needed; develop customizations for SAP integration including material catalog price updates and work order data export to Excel.
Task 1.4 – Electric Equipment Management (EEM) Database Write, configure, and monitor Oracle database and front -end application for electric equipment maintenance.
Task 1.5 – ArcGIS and Engineering Application Support
Provide technical support for ArcGIS and ArcGIS Pro; assist with map creation and maintenance; support queries, layers, and attribute workflows; and support AutoCAD Civil 3D drawings and data exchange with GIS and other systems.
Docusign Envelope ID: 74CF9C41-1ED4-8A42-8238-AB605FE11D49 Vers.: Aug. 5, 2019
Category 2 – Data Synchronization, Import and Export $30,000 $90,000 Task 2.1 – FME Data Export Workflows
Configure and support FME workspaces for exporting data to ESRI SHP, AutoCAD DWG, Excel, and ArcGIS formats.
Task 2.2 – SAP Utility Meter Data Import
Write, configure, and monitor software to import SAP utility meter data (installation numbers).
Task 2.3 – SAP Consumption Data Import
Configure and support FME workspaces to import SAP consumption data via middleware (Excel or similar formats) for any utility.
Category 3 – Application Development, Data Integration, and GIS Enhancements $40,000 $120,000
Task 3.1 – Application and Workflow Development
Develop new applications, scripts, and workflows to support utility engineering, operations, and data management needs.
Task 3.2 – Data Integration and Expansion
Incorporate new datasets and expand existing data structures within GIS and related systems to support engineering analysis, operations planning, and reporting.
Task 3.3 – GIS Data Access and Usability Enhancements
Enhance access to GIS data through improvements to map layers, queries, attribute structures, and integration with other engineering systems.
Total: $140,000 $420,000
REIMBURSABLE EXPENSES
CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time/overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in -house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder.
Reimbursable expenses, if any are specified as reimbursable under this section, will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are:
NONE up to the not-to-exceed amount of: $0.00.
Docusign Envelope ID: 74CF9C41-1ED4-8A42-8238-AB605FE11D49 Vers.: Aug. 5, 2019
A. Travel outside the San Francisco Bay Area, including transportation and meals, if specified as reimbursable, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses.
B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges, if specified as reimbursable, will be reimbursed at actual cost.
All requests for reimbursement of expenses, if any are specified as reimbursable under this section, shall be accompanied by appropriate backup documentation and information.
Docusign Envelope ID: 74CF9C41-1ED4-8A42-8238-AB605FE11D49 Vers.: Aug. 5, 2019
EXHIBIT C-1
SCHEDULE OF RATES
AMENDMENT NO. 2
(AMENDED, REPLACES PREVIOUS)
CONSULTANT’s schedule of rates is as follows:
Junior Engineer: $ 175 per hour
Project Engineer: $ 210 per hour
Senior Engineer: $ 240 per hour
Docusign Envelope ID: 74CF9C41-1ED4-8A42-8238-AB605FE11D49