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HomeMy WebLinkAbout000931 Original Contract City of Port Angeles Record # 000931 GIS Map Data Updates Project Agreement This Project Agreement is made by and between, the City of Port Angeles organized under the laws of the state of Washington, and Geo-Comm, Inc. ("GeoComm") a Minnesota corporation with its principal offices at 601 West St. Germain Street, St. Cloud, MN, 56301. In this agreement the party who is contracting to receive the professional services shall be referred to as "the Customer" and the party who will be providing the services shall be referred to as "GeoComm." GeoComm has an established background in communications engineering,geographic information systems development, cartography, software development, and professional project management and is willing to provide those services to the Customer based on this background. The Customer desires to have services provided by GeoComm. Therefore, the parties agree as follows: Section I - Description of Service Beginning upon contract signing GeoComm will provide the following goods and services (collectively the Services): Refer to the itemized Exhibits herein and made part of this agreement ■ GIS Map Data Update Services Section 2 - Payment The Customer will pay a fee to GeoComm of$23,726.00 plus any applicable sales tax for services as described in this agreement and provided under this agreement by GeoComm. The Customer agrees to pay GeoComm on the following schedule: $ 23,726.00 Invoiced net 45 upon project completion Section 3 - Late Payment Fee All invoices issued under this contract shall be submitted to the Customer net 45 days. A 1.5%service charge shall be assessed to all invoices not paid within 45 calendar days from date of invoice. Section 4 - Expense Reimbursement GeoComm shall pay all "out-of-pocket" expenses and shall not be entitled to reimbursement from the Customer except by mutual prior agreement. Section 5 - Performance of Services GeoComm will work as many hours as is necessary to fulfill its obligations under this agreement. Section 6 - Standards of Work GeoComm agrees that the performance of work described in this Agreement and pursuant to this Agreement shall be done in a professional manner and shall conform to employ the care and skill ordinarily used by members of GeoComm's profession. GeoComm warrants that all equipment and/or GeoComm _ Page 1 of 12 Contract#0515 CC-WA software provided under this Agreement shall be new and in good working condition. All packaging and packing shall be in accordance with good commercial practice. Section 7 - Changes in the Work The Customer may, at any time by written order, make changes within the general scope of the work including but not limited to, revisions of, additions to, or subtractions from, portions of the work, or changes in method of shipment or packaging and place of delivery. If any change order causes an increase or decrease in the cost of or time required for the performance of any part of the work under this Agreement, an adjustment based on the exhibits, shall be made in the Agreement price or delivery schedule, or both, and the Agreement shall be modified in writing accordingly. Section 8 - Excusable Delays Neither GeoComm nor the Customer shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Section 9 - faxes The Customer may be a taxing authority and may be excluded from paying Federal, State, or Local excises, sales, lease, gross income, service, rental, use, property, occupation, or similar taxes. If GeoComm is required to pay taxes of the Customer, the Customer shall pay to GeoComm the amount of such taxes no later than thirty (30) days after receipt of an invoice. Section 10 - Limitation of Liability To the fullest extent permitted by applicable law, and notwithstanding any other provision of this Agreement, the total liability, in the aggregate, of GeoComm and GeoComm's officers, directors, partners, employees and sub-consultants, and any of them, to the Customer and anyone claiming by or through the Customer, for any and all claims, losses, costs or damages, including attorneys' fees and costs of any nature whatsoever or expenses resulting from or in any way related to this agreement, including the products and services delivered by GeoComm hereunder or the use thereof by Customer, shall not exceed the total compensation received by GeoComm in project fees under this Agreement. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by applicable law. Section I I -Termination Either party, upon thirty (30) days written notice to the other party, may terminate this Agreement for violation of the material terms of this Agreement and failure to cure any deficiency within a reasonable time after notice thereof. i Gec-3 Corn m Page 2 of 12 Contract#0515 CC-WA I Section 12 - Relationship of Parties The parties understand that GeoComm is an independent contractor and not an employee of the Customer. The Customer will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit for the benefit of GeoComm as a function of this agreement. Section 13 - Disclosure GeoComm is required to disclose any outside activities or interests, including ownership or participation in the development of prior inventions, that conflict or may conflict with the best interests of the Customer. Prompt disclosure is required under this paragraph if the activity or interest is related, directly or indirectly, to any activity that GeoComm may be involved with or on behalf of the Customer. Section 14 - Employees GeoComm's employees and agents, if any, who perform services for the Customer under this Agreement shall also be bound by the provisions of this agreement. Section 15 - Injuries GeoComm acknowledges its obligation to obtain appropriate insurance coverage for the benefit of GeoComm and its employees. GeoComm waives any rights to recover damages from the Customer for any injuries that GeoComm and/or its employees may sustain while performing services under this agreement and that are in any way a result of the negligence of GeoComm or its employees or agents. This provision has been mutually agreed to and negotiated by the parties. Section 16 - Insurance GeoComm shall obtain liability insurance for both personal injury and property damage. Any policy obtained and maintained under this clause shall provide that it shall not be cancelled, materially changed, or not renewed without thirty days prior notice thereof to the Customer. Minimum limits for GeoComm liability insurance shall be in the amount of$1,000,000.00 for any number of claims arising out of a single occurrence under a single limit or combined limit or excess umbrella general liability insurance policy. GeoComm shall additionally obtain Worker's Compensation Insurance extending coverage to all its employees. Section 17 - Data Confidentiality GeoComm agrees to review, examine, inspect, or obtain Customer data only for the purposes described in this agreement and to at all times hold such information confidential. The obligation to protect the confidentiality of confidential information disclosed to the other party shall extend for a period of five {S} years following disclosure and shall survive early termination of this Agreement. Section 18 - Records Retention and Availability GeoComm agrees that the Customer, the State Auditor, or any of their duly authorized representatives at any time during normal business hours and as often as they may reasonably deem necessary shall have access to and the right to examine, audit, excerpt, and transcribe any books, documents, papers, records, etc., which are pertinent to the accounting practices and procedures of GeoComm and involve transactions relating to this Agreement. G @c)�COmm Page 3 of 12 Contract#0515 CC-WA GeoComm agrees to maintain these records for a period of three (3) years from the date of termination of this Agreement. Section 19 - Ownership It is agreed by and between the parties that all products created as a result of this contract will be the sole property of the Customer. With the exception of the GeoComm's proprietary software products, all products created and delivered under this agreement may be used, altered, and distributed at the Customer's discretion. Section 20 - Nondiscrimination During the performance of this contract, GeoComm agrees as follows: a) GeoComm shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the contractor. GeoComm agrees to post in conspicuous places, available to employees and applicants for employment, notices setting the provisions of this nondiscrimination clause. b) GeoComm, in all solicitations or advertisements for employees placed by or on behalf of GeoComm, shall state that such contractor is an equal opportunity employer. c) Notices, advertisements, and solicitations placed in accordance with federal law, rule, or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section. d) GeoComm shall include the provisions of the foregoing paragraphs of this section in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor. Section 21 - Drug-Free Workplace to be maintained by the Contractor During the performance of this contract, GeoComm agrees as follows: a) GeoComm shall provide a drug-free workplace for all of their employees. GeoComm agrees to post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the workplace and specify the actions that will be taken against employees for violations of this prohibition. b) GeoComm, in all solicitations or advertisements for employees placed by or on behalf of GeoComm, shall state that such contractor maintains a drug-free workplace. c) Notices, advertisements, and solicitations placed in accordance with federal law, rule, or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section. GeoComm shall include the provisions of the foregoing paragraphs of this section in every subcontract or purchase order of over$10,000, so that the provisions will be binding upon each subcontractor or vendor. C3 C-_oCc�rnrn Page 4 of 12 Contract#0515 CC-WA i Section 22 -Assignment GeoComm's obligations under this Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of the Customer. Section 23 - Notices All notices required or permitted under this agreement shall be in writing and shall be deemed delivered in person or deposited in the United States mail, postage prepaid, addressed as follows. Either party may change such address from time to time by providing written notice to the other in the manner set forth above. City of Port Angeles Steve Romberg Communications Manager 321 East 5th Street Port Angeles,WA 98362 Phone (360) 417-4911 E-mail sromberga-cityofpa.us GeoComm Heather Hoskins Controller 601 West St. Germain Street St. Cloud, MN 56301 Phone (320) 240-0040 E-mail hhoskins(o)teo-comm.com Section 24 - Entire Agreement This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This agreement supersedes any prior written or oral agreements between the parties. Section 25 -Amendment This Agreement may not be modified or amended unless the amendment is made in writing and is signed by both parties. Section 26 -Waiver of Contractual Right The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement. Section 27 - Laws to be Observed GeoComm shall keep fully informed of all Federal and state laws, all regulations pertaining to the Occupational and Safety Hazards Act (OSHA), all local laws, ordinances and regulations, and all orders GeoComm Page 5 of 12 Contract#0515 CC-WA and decrees of bodies and tribunals having any jurisdiction or authority, which in any manner affect the conduct of work. Section 28 - Applicable Lava If there is any dispute concerning this agreement, the laws of the state of Washington shall apply. Proper venue and jurisdiction for all lawsuits, claims, disputes, and other matters in questions between the parties to this agreement or any breach thereof shall be in the state of Washington. For City of Port Angeles By: Date: P Signature/Title For Geo-Comm, Inc. By: 1 Date: Heather Hoskins/Controller Crc--G7C(7r"m _ Page 6 of 12 Contract#0515 CC-WA Exhibit A: Price Description Total Price GIS Map Data Update Services $23,726 TOTAL: $23,726 Notes: Prices do not include sales tax. Applicable sales tax will be determined upon contract signing. The City of Port Angeles is responsible for paying all sales tax. The proposed GIS updates are a one-time service. Future map data updates can be completed by GeoComm through an additional map data layer update work authorization or a GIS map data maintenance agreement. Project schedule is contingent upon contract signing date. Final project schedule will be determined upon contract signing. GeoComm is aware that this is a state funded project with a due date of June 30th. It will be a challenge meeting that date based on our estimate level of effort and the schedule may reflect the overall schedule completing after June 30th. GeoComm will strive to meet the June 30th date and will monitor project progress very closely and assign multiple resources as needed. GeoComm will commit to bi-weekly status reports. GeoComm will commit to a revised schedule by June 10th after having a chance to start the project and can better forecast how long the remaining tasks will take. GeoComm Page 7 of 12 Contract#0515 CC-WA Exhibit B: Scope of Work GeoComm will update key public safety GIS map data layers for the City of Port Angeles to resolve quality and accuracy issues identified by our GIS Specialists during an internal review of the customer's GIS data in April, 2015. As a result of these updates, the City of Port Angeles will be able to more accurately pin-point the location of 9-1-1 callers. The customer will also benefit from increased synchronization with the Master Street Address Guide (MSAG). To improve the accuracy of your GIS dataset, GeoCornm will make numerous updates to the following key GIS map data layers: • Roads Layer • CAD Boundary Layers Project Approach Our approach utilizes leading industry experts who will complete the following phases to provide an exceptional end product which will meet the customer's 9-1-1 needs: Phase One: Project Initiation Phase Two: GIS Data Layer Updates Phase Three: Quality Assurance/Quality Control Phase Four: Final Review and Updates Throughout each phase, GeoComm will dedicate time to project management and ongoing communication. GeoComm will provide regular status updates which will include: • General progress updates • Meetings held, planned, or needed • Issues/problems encountered or anticipated • Goals for the next reporting period • Schedule review • Customer responsibilities Before any updates are made, GeoComm will add edit tracking fields to each of the map data layers updated during this project. The tracking fields will help identify which features have been modified, what type of change was made, who made the change, and the date the feature was last updated. Phase One: Project Initiation GeoComm's staff will hold a project initiation conference call with you to: • Introduce project stakeholders to the GeoComm project team • Review project objectives and goals Define mutual expectations • Establish communication processes • Review the project timeline, including periodic progress reporting • Discuss initial GIS data schema • Discuss existing resources that may be used in developing the GIS data layers GPOCormrn Page 8 of 12 Contract#0515 CC-WA Phase Two: GIS Data Layer Updates Roads Layer Updates GeoComm will update the existing roads layer based on inconsistencies noted during GeoComm's preliminary review of the GIS data and resources provided by the City of Port Angeles. If there are any discrepancies between approved project resources, GeoComm will work with the customer for verification. Road layer Update processes will include: Spatial Updates Roads will be spatially adjusted to correspond to customer-provided aerial imagery. The final positional accuracy of the roads layer will depend on the accuracy of the aerials. Any major roads missing will be added based on resources provided by the customer. Road Name Road name attributes will be updated to correspond to those in the ALI database and MSAG. Attribute If needed,the customer will be asked to confirm the correct spelling or provide GeoComm Updates with appropriate resources to determine the approved road name. Note: GeoComm is not responsible for any updates needed in the customer's ALI database or MSAG. If it is determined a road name is incorrect in the ALI database or MSAG, GeoComm will notify the customer for resolution. Address Range The following address ranges issues will be corrected in the roads layer: Attribute Overlapping address ranges Updates High address range is less than the low address range Odd/even address ranges in both the from and to fields Topological Road segments will be broken and snapped to create topological accuracy for proper address Corrections location. Roads will be broken at: municipal boundaries true intersections with other roads EMS District boundaries Fire Quad boundaries Police beat boundaries Roads will not be broken where there are overpasses and underpasses. Left and Right Left and right refining fields will be added to the roads layer and attributed with the Field Attribution appropriate boundary values for each side of the road. The following left and right fields will be updated: Municipality and MSAG Community. CAD Boundary Layers Updates GeoComm will update the City of Port Angeles' existing CAD boundary layers— EMS District, Fire Quad, and Police Beat Boundaries —to ensure: • topologically accuracy S accurate boundaries are depicted ® all city boundaries are included When updates are complete, GeoComm will provide CAD boundary maps to the customer for final verification and approval. i I f GeoComm Page 9 of 12 Contract#0515 CC-WA Phase Three: Quality Assurance/Quality Control GeoComm will complete several in-depth project quality assurance/quality control (QA/QC) steps to ensure the final map data deliverables are accurate. QA/QC audits will be performed on the: • Roads Layer • Multi-Layer Topology • CAD Boundary Layers Roads Layer GeoComm will perform several audits to ensure the overall quality of the roads layer. The audits used for checking the street centerlines layer include: • Address Range Audit • Topology Audit • Missing Attribute Audit Multi-Layer Topology The Multi-Layer Topology audit checks street centerline segments to determine if they touch or cross any CAD or community boundary. CAD Boundary Layers GeoComm will perform several audits to ensure the overall quality of the CAD boundary layers. The audits used for checking these layers include: • Topology Audit • Missing Attribute Audit • Duplicate Audit • Number Audit Phase pour: Final Review and Updates After initial map data updates are complete, GeoComm will provide a list of remaining errors with revision recommendations for the City of Port Angeles to review, which may include update recommendations for the ALI database and MSAG. GeoComm will complete one additional comparison of the ALI database and MSAG to the map data layers if updated versions are provided within one month of the delivery of the suggestions. GeoComm will review the results of this comparison and complete additional map data updates, if deemed necessary. When the final updates are complete, GeoComm will provide the customer with: ® updated map data layers in Esri format, ® a list of reraining errors, ® and suggestions for updating the ALI database and MSAG i GC-_oCornm Page 10 of 12 Contract#0515 CC-WA Mote: Future map data layer updates can be completed through an additional map data layer update work authorization or map data maintenance contract. GeoComm Deliverables GeoComm's GIS deliverables to the City of Port Angeles include: ® Project schedule ® Regular status reports and conference calls ® Fallout lists with recommended suggestions for the customer to review and update the ALI database and MSAG GeoComm will deliver the final GIS map data layers in current layers projection. The map data layers will be in Esri format. GeoComm will provide a CD with the master GIS dataset including metadata information. The GIS map data layers delivered will include: Roads Layer w CAD Boundary Layers C,c--oCornrr4 Page 11 of 12 I Contract#0515 CC-WA E : F I Exhibit Q Responsibilities It is requested that the City of Port Angeles provide the following support: • Assist in coordinating and attend periodic conference calls • Provide pertinent project information and documentation • Assist in the ongoing quality assurance • Provide a single point of contact who will be available for communication throughout the project • Review preliminary CAD Boundary Layers rnaps and provide input on updates needed • Review final synchronization results and provide any needed GIS data updates back to GeoComm within a 30 day timeframe The City of Port Angeles is also responsible for providing the following project resources: • Existing GIS data in Esri format including map projection information • Current copies of the City of Port Angeles' ALI database and MSAG in Microsoft Excel format • Digital or hard copy resources depicting roads and boundary updates, as requested GPC3cc),1-rrrr► Page 12 of 12 Contract#0515 CC-WA