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
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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.
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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.
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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.
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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
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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
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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.
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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
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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.
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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
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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
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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
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