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HomeMy WebLinkAboutCOTS SOFTWARE (ESRI) IMPLEMENTATION SERVICES TIME AND MATERIAL AGREEMENT $9,520 �-� r+ � � V S■ I� TIME AND MA ERI A S AGREEMENT Esri, 380 New York St., Redlands, CA 92373-8100 USA • TEL 909-793-2853 • FAX 909-793-5953 1. DEFINITIONS "Commercial off the Shelf Software" or "COTS Software" means all or any portion of Esri's proprietary software technology accessed or downloaded from an autharized Esri Web site or delivered on any media in any format, including backups, updates, service packs, patches, hot fixes, or permitted merged copies, available under license to the general public. "Services Output" means any tangible output produced as a result of the Services provided by Esri under this Agreement. Services Output can include, but is not limited to, reports, training materials, and custom software code. "Map Data" means any digital dataset(s) including geographic, vector data, coordinates, raster, or associated tabular attributes supplied by either party for use in the performance of this Agreement. "Services" means consulting support being performed by Esri on a time and materials hourly basis in exchange for compensation from the Licensee. 2. RESERVATION OF OWNERSHIP AND GRANT OF LICENSE Except as specifically granted in this Agreement, Esri or its licensors own and retain all right, title, and interest in Services Output. Subject to the terms and conditions set forth in this Agreement, Esri hereby grants to Licensee a nonexclusive, royalty-free, worldwide license to use, modify, and/or reproduce the Services Output in connection with Licensee's authorized use of the COTS Soflware. 3. PATENTS AND INVENTIONS Each party shall retain title to any inventions, innovations, and improvements ("Inventions") made or conceived solely by its principals, employees, consultants, or independent contractors (hereinafter called "Inventors") during the term of this Agreement. The parties shall jointly own any Inventions made or conceived jointly by Inventors from both parties. Except as provided in the next paragraph, where Inventions are jointly owned, each party shall share equally the costs of acquiring protection for the Inventions and furnish the other joint owner with assistance reasonably required far acquiring protection. A joint owner ("Assigning Owner") electing not to acquire or maintain protection of any Inventions in any country or countries shall assign its rights in such Inventions to the other joint owner ("Beneficial Owner") as is necessary to enable the Beneficial Owner to protect such Inventions in such country or countries at its expense and for its exclusive benefit. In such event, the Assigning Owner shall make available to the Beneficial Owner the name(s) of Assigning Owner's Inventors and shall otherwise cooperate with the Beneficial Owner in order to assist the Beneficial Owner in protecting such Inventions. The Beneficial Owner shall reimburse the Assigning Owner for all reasonable out-of-pocket expenses incurred in rendering such assistance. If any such Inventions are so protected by the Beneficial Owner, then the Assigning Owner shall have a license with respect to the subject matter of such protected Inventions in such country or countries. Neither party may license, transfer, sell, or otherwise alienate or encumber its interest in jointly owned Inventions without the written consent of the other party, which shall not be unreasonably withheld by either party. 4. COMPENSATION Services will be performed and subsequently invoiced on a time and materials basis in accordance with the funded not-to- exceed order value. Labor, including travel time, will be invoiced on a monthly basis for actual hours provided during the previous month. Other direct costs (ODCs), such as travel-related expenses, will be invoiced at actual cost plus Esri's standard burden. Meals and incidental expenses will be invoiced on a"per diem" basis in accordance with the limits stated in the most-current Federal Travel Regulations. Esri standard payment terms are Net-30 days from receipt of an Esri invoice. If the Esri credit history established by the Licensee does not support this effort, Esri reserves the right to require full or partial prepayment. Payment shall be made to the Esri address identified on original Esri invoices. Esri may reallocate authorized funding between activities, labar categaries, and ODCs as necessary to facilitate the work efforts, provided the overall authorized funding is not exceeded. In the event Esri reaches the funded not-to-exceed order G363BM Page 1 of 5 06/14/2010 2012C481 January 12, 2012 value and the activities are not completed, Licensee may increase the order funding to allow additional work to be performed, _ or Esri may stop work without further obligation or liability. If Services are required beyond the period of performance stated in the original proposal or resulting order, Esri reserves the right to escalate labor rates up to five percent (5%) per calendar year. 5. LIMITED WARRANTY AND DISCLAIMER OF WARRANTIES Esri warrants for a period of thirty (30) days from the date of performance that the Services will conform to the professional and technical standards in the software industry. During the limited warranty period, Licensee may require Esri to re-perform the Services, at no additional cost to the Licensee, if the Services do not substantially conform to the professional and technical standards of the software industry. Services Output is provided "AS IS" without warranty of any kind. Disclaimer of Warranties A. WITH THE EXCEPTION OF THE LIMITED WARRANTY SET FORTH IN THIS ARTICLE, ESRI DISCLAIMS AND THIS AGREEMENT EXPRESSLY EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. B. IN ADDITION TO AND WITHOUT LIMITING THE PRECEDING PARAGRAPH, ESRI DOES NOT WARRANT IN ANY WAY MAP DATA. MAP DATA MAY NOT BE FREE OF NONCONFORMITIES, DEFECTS, ERRORS, OR OMISSIONS; BE AVAILABLE WITHOUT INTERRUPTION; BE CORRECTED IF ERRORS ARE DISCOVERED; OR MEET LICENSEE'S NEEDS OR EXPECTATIONS. LICENSEE SHOULD NOT RELY ON ANY MAP DATA UNLESS LICENSEE HAS VERIFIED THE MAP DATA AGAINST ACTUAL DATA FROM DOCUMENTS OF RECORD, FIELD MEASUREMENT, OR OBSERVATION. 6. LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY IN NO EVENT SHALL ESRI BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOST PROFITS; LOST SALES; OR BUSINESS EXPENDITURES; INVESTMENTS; BUSINESS COMMITMENTS; LOSS OF ANY GOODWILL; OR FOR ANY INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF, OR RELATED TO, THIS AGREEMENT, HOWEVER CAUSED OR UNDER ANY THEORY OF LIABILITY, EVEN IF ESRI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ESRI'S TOTAL CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND SHALL IN NO EVENT EXCEED THE AMOUNT ACTUALLY PAID BY THE LICENSEE FOR THE PORTION OF THE SERVICES UNDER THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 7. CONFIDENTIALITY The Services Output is Esri confidential information and Licensee shall preserve and protect the confidentiality of said Services Output. Insofar as its rights may be legally restricted, Licensee agrees not to reverse engineer or decompile custom software delivered only in object code, executable code, or similar formats (collectively, "Secure Formats"). For custom software delivered in source code or other human-readable formats, Licensee shall have met its obligations under this Agreement if its disclosure of custom software is limited to custom software in Secure Formats, provided that the means for reverse engineering, decompiling, or disassembling such custom software is withheld from such disclosure, and the person or entity in receipt of such custom software similarly agrees not to perform such acts or allow others to do so. Except as provided in the preceding paragraph, Licensee shall not disclose the Services Output to employees or third parties without the advanced written consent of Esri. However, Licensee may, without such consent, make such disclosures to employees to the extent reasonably required to allow Licensee to use the Services Output in a manner authorized under applicable licenses. Before disclosing all or any portion of the Services Output to employees or third parties as permitted in the preceding sentence, Licensee shall inform such employees or third parties of the obligations in this Agreement and obtain their agreement to be bound by them. 8. EXPORT CONTROLS The disclosures permitted under Article 7, Confidentiality, shall not relieve Licensee of its obligation to maintain the Services Output in confidence and comply with all applicable laws and regulations of the United States including, without limitation, its export control laws. Licensee expressly acknowledges and agrees that Licensee shall not export, re-export, transfer, or release Services Output in whole ar in part, to (i) any U.S. embargoed country (or to a national or resident of any U.S. embargoed country); (ii) any person on the U.S. Treasury Department's list of Specially Designated Nationals; (iii) any person or entity on the U.S. Commerce Department's Table of Denial Orders; or (iv) any person or entity where such export, G363BM Page 2 of 5 06/14/2010 2012C481 January 12, 2012 reexport, or provision violates any U.S. export control laws or regulations including, but not limited to, the terms of any _ export license or licensing provision and any amendments and supplemental additions to U.S. export laws as they may occur from time to time. 9. GENERAL PROVISIONS 9.1 Nonhire of Esri Personnel. Licensee will not directly solicit for hire any employee(s) of Esri's technical staff, who is (are) associated with Services called for under this project, and for a period of one (1) year after completion of the project. In the event the foregoing provision is breached, liquidated damages equal to twelve (12) months of the Esri employee's compensation plus any legal expenses associated with the enforcement of this provision shall be paid by the Licensee to Esri. The foregoing shall in no way restrict Licensee from publicly advertising positions far hire in newspapers, professional magazines, or Internet postings. 9.2 Taxes. Services provided are quoted exclusive of all state; local; value-added or other taxes, customs, or duties; or other charges (other than income taxes payable by Esri). In the event such taxes and/or charges become applicable to Esri's Services or Services Output, Licensee shall pay any such applicable taac upon receipt of written notice that such tax(es) is/are due. 9.3 UCC Inapplicability. Services provided under this Agreement will not be governed by the Uniform Commercial Code (UCC) and will not be deemed "goods" within the defmition of the UCC. 9.4 Order of Precedence. These terms and conditions supersede those outlined in any Licensee ordering or authorizing documents such as purchase orders. Any additional terms or conditions in Licensee ordering or authorizing documents are void and may be incorporated into this Ageement only via written amendment signed by both parties to be binding. 9.5 Assignment and Delegation. Esri may, in whole or in part, assign any of its rights or delegate any performance under this Agreement, provided that Esri shall remain responsible for the performance it delegates. This Ageement binds and benefits successors or assigns permitted under this Article. 9.6 Equitable Relief. Licensee agrees that any breach of this Agreement by Licensee may cause Esri irreparable damage and that, in the event of such breach, in addition to any and all remedies at law, Esri shall have the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction to prevent violation of these terms and without the requirement of posting a bond or undertaking or proving injury as a condition of relief. 9.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia without reference to its conflict of laws principles, and Esri agrees that any disputes arising out of this Agreement shall be decided by the Superior Court of Richmond County, Georgia. 9.8 Temporary Suspension or Delay of Performance of Contract. To the extent that it does not alter the scope of this agreement, Augusta, GA may unilaterally order a temporary stopping of the work, or delaying of the wark to be performed by Esri under this agreement. 9.9 Defective Pricing. To the extent that the pricing provided by Esri is erroneous and defective, the parties may, by agreement, correct pricing errors to reflect the intent of the parties. 9.10 Specified Excuses for Delay or Non-Performance. Esri is not responsible for delay in performance caused by acts of nature, strikes, lockouts, accidents, or other events beyond the control of Esri. In any such event, the contract price and schedule shall be equitably adjusted. 9.11 Hold Harmless. Notwithstanding any other provisions of this agreement, Esri shall indemnify and hold harmless Augusta, GA, and its employees and agents (collectively the "Indemnified Parties") from and against any and all liabilities, claims, judgments, damages, and settlements, including all reasonable costs, expenses, and attorneys' fees, arising out of any action or claim for bodily injury, death or property damage (except far databases not subject to a reasonable backup program) brought against any of the Indemnified Parties to the extent arising from any negligent act or omission or willful misconduct by Esri, its subcontractors or their directors, officers, employees or agents. 9.12 Prohibition against Contingent Fees. Esri is prohibited from directly or indirectly advocating in exchange for compensation that is contingent in any way upon the approval of this contract or the passage, modification, or defeat of any legislative action on the part of the Augusta, Georgia Commission. Esri shall not hire anyone to actively advocate in exchange for compensation that is contingent in any way upon the passage, modification, or defeat of any contract or any legislation that is to go before the Augusta, Georgia Commission. G363BM Page 3 of 5 06/14/2010 2012C481 January 12, 2012 9.13 Georgia Prompt Pay Act Not Applicable. The terms of this agreement supersede any and all provisions of the Georgia Prompt Pay Act. 9.14 Acknowledgement Regarding Contractual Obligations of Augusta, Georgia. Esri acknowledges that this contract and any changes to it by amendment, modification, change order or other similar document may have required or may require the legislative authorization of the Board of Commissioners and approval of the Mayor. Under Georgia law, Esri is deemed to possess knowledge concerning Augusta, Georgia's ability to assume contractual obligations and the consequences of Esri's provision of goods or services to Augusta, Georgia under an unauthorized contract, amendment, modification, change order or other similar document, including the possibility that Esri may be precluded from recovering payment for such unauthorized goods or services. Accordingly, Esri agrees that if it provides goods or services to Augusta, Georgia under a contract that has not received proper legislative authorization or if Esri provides goods or services to Augusta, Georgia in excess of the any contractually authorized goods or services, as required by Augusta, Georgia's Charter and Code, Augusta, Georgia may withhold payment for any unauthorized goods or services provided by Esri. Esri assumes all risk of non- payment for the provision of any unauthorized goods or services to Augusta, Georgia, and it waives all claims to payment or to other remedies for the provision of any unauthorized goods or services to Augusta, Georgia, however characterized, including, without limitation, all remedies at law ar equity." This acknowledgement shall be a mandatory provision in all Augusta, Georgia contracts for goods and services, except revenue producing contracts. 9.15 Georgia E-Verify Requirements. All contractors and subcontractors entering into contracts with Augusta, Georgia for the physical performance of services shall be required to execute an Affidavit verifying its compliance with O.C.G.A. § 13- 10-91, stating affirmatively that the individual, firm, or corporation which is contracting with Augusta, Georgia has registered with and is participating in a federal work authorization program. Esri agrees to provide their E-Verify number and to be in compliance with the electronic verification of work authorized programs operated by the United States Department of Homeland Security or any equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, pursuant to the Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603, in accordance with the applicability provisions and deadlines established in O.C.G.A. § 13-10-91 and shall continue to use the federal authorization program throughout the contract term. Additionally, Esri agrees that, should it employ or contract with any subcontractor(s) in connection with the physical performance of services pursuant to its contract with Augusta, Georgia Esri will secure from such subcontractor(s) each subcontractor's E-Verify number as evidence of verification of compliance with O.C.G.A. § 13-10-91 on the subcontractor affidavit provided in Rule 300-10-01- .08 or a substantially similar form. Esri agrees to maintain records of such compliance and provide a copy of each such verification to Augusta, Georgia at the time the subcontractor(s) is retained to perform such physical services. 916 Right to Inspect Premises. Augusta, Georgia may, at reasonable times, inspect the part of the plant, place of business, or work site of Esri or any subcontractor of Esri or subunit thereof which is pertinent to the performance of any contract awarded or to be awarded by Augusta, Georgia. 9.17 Local Small Business Language. In accordance with Chapter lOB of the AUGUSTA, GA. CODE, Esri agrees to collect and maintain all records necessary to for Augusta, Georgia to evaluate the effectiveness of its Local Small Business Opportunity Program and to make such records available to Augusta, Georgia. The requirements of the Local Small Business Opportunity Program can be found at www.augustaga.gov. In accordance with AUGUSTA, GA. CODE § 1-10-129(d)(7), the contractor is required to provide local small business utilization reports. Esri shall report to Augusta, Georgia the total dollars paid to each local small business on each contract, and shall provide such payment affidavits, regarding payment to subcontractors as may be requested by Augusta, Georgia. Such documents shall be in the format specified by the Director of minority and small business opportunities, and shall be submitted at such times as required by Augusta, Georgia. Failure to provide such reports within the time period specified by Augusta, Georgia shall entitle Augusta, Georgia to exercise any of the remedies set forth, including but not limited to, withholding payment. Esri will not be utilizing any local small business pursuant to this Agreement. Therefore, all requirements and reporting set forth in this Article are not applicable. 9.18 Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any previous agreements, understandings, and arrangements (including any attached purchase order terms and conditions) between the parties relating to such subject matter. The undersigned hereby acknowledges and represents that he/she has read and understands this Agreement and has the authority to bind his/her organization to these terms and conditions. An executed Agreement shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of the document by Licensee. Duplicates are valid and binding even if an original paper document bearing Licensee's original signature is not delivered. G363BM Page 4 of 5 06/14/2010 2012C481 January 12, 2012 ., .� AUGUSTA, GE RGIA ("License ") By: Date: z — 7 � /2 q�� Print Name• rederick 1�Russell Ci Administrator Phone: (?d(o) �21 2`{a0 �r � � � � � un� pal Building 530 Greene Street, 8th Floor Augusta, Georgia 30901 ENVIRONMENT Sx T M�� RESEARCH INSTITUTE, INC. (Esri) r/ BY� �.,. ��s Date: ��$ 0 4r 20�2 �, Print Name: I 'It1 Managing Business Attomey Title: G363BM Page 5 of 5 06/14/2010 2012C481 January 12, 2012 ,+ r e 1 � • , • � i�i j� ' / � � � },�� ` � .r x' .. , • ,, � . . . � r � .i. � �� �� � �:: � _ �� � r � � � � � � r � m � I` a # �k �� ;� �,, '� � # i r i � � � s , � �: a �� , � �'- n � � � �� af r . ^ � �. � a e` aa +'� �j � � : � , t' �4 � t ^, � - ti � 1 �" '� � �: `�� ^�# � � � � . ,J . v ..�t r � ' . a r ��'' v� �'� .� �-t�.�s i �' y�� �r e � +� 3 � + � � .y, �+ � s"��,�i �. �x '� � . � � . , *� � �` � ; �� �`�� f�'irt'+�l'� �'�� " t;� # � `� � ���a � r;��1�i��`� �r�=�.�, � ? � ;. �� d �-ma�l: Re�arrn�n��u�s����. c�v ', ��x � �� � � � �� ��, z � � � �' ,. � � � �, � � �= � � � � � : R �� �, * � � �,�� � ` � �� ���i � ��d,V � � � � � �� � .� , . � .. �E.<.�. _ ,�� , =� : _,.�� � -�; �� �- , ... � � ��� . � _� , .� ��. ; �f�vember 15, 2f�11 Esri Quote Number: P11-6671 Prepared by: � Environmental Systems Research Institute, Inc. (Esri) esr� 380 NewYorkStreet Redlands, California 92373-8100 Phone: (909) 793-2853 This document contains commercial or financial information or trade secrets of Esri, which are contidential and exempt from disclosure to the public under the Freedom of Information Act 5 USC 522(bx4), and unlawful disclosure thereof is a violation of the Trade Secret Act 18 USC 1905. Copyright �O 2011 Esri All rights reserved. Printed in th i���"�ff America. The informa ' on me ' document is the exclusive property of Esri. This work is protected under United States copyright law and other internation xight treaties and conventions. Esri grants proposal recipient the right to internally redistribut� this document to proposal recipi '� management and staff on a need-to-know basis, so long as proposal recipient does not remove or obscure any Esri or its licensors'.patent, copyright, trademark, or proprietary rights notices contained in or affixed to this document. No part of this work may be `�produced or transmitted to third parties (except for consultants under a confidentiality obligation who are involved in the proposai evaluation process) in any form or by any means, electronic or mechanical, including photocopying and recording, or by an� information storage or retrieval system, except as expressly permitted in writing by Esri. nt to „�ttention: Contracts and Legal Services Manager, Esri, 380 New York Stre �ed��s', CA 92373-8100 USA. � The information contained in this document is subject to change without notice. U.S. GOVERNMENT RESTRICTED/LIMITED RIGHTS (APPLIES TO FEDERAL PROCUREMENT ONLY) Any software, documentation, and/or data delivered hereunder is subject to the terms of the License Agreement. In no event shall the U.S. Government acquire greater than RESTRICTED/I,IMITED RIGHTS. At'a minimum, use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in FAR §52.227-14 Alternates I, II, and III (DEC 2007); FAR §52.227- 19 (DEC 2007) and/or FAR §12.211/12.212 (Commercial Technical Data/Computer Soflware); and DFARS §252.227-7015 (NOV 1995) (Technical Data) �anL� DFARS'��2,"Z'7."1��'�o'i�tpttter Software), as applicable. Contractor/Manufacturer is Esri, 380 New York� S���i, n s,d CA 92373-8100 USA. �� { TRADEMARKS AND SERVICE MARKS @esri.com, 3D Analyst, ACORN, Address Coder, ADF, AML, ArcAtlas, ArcGAD, ArcCatalog, ArcCOGO, ArcData, ArcDoc, ArcEdit, ArcEditor, ArcEurope, ArcExplorer, ArcExpress, ArcGIS, ArcGlobe, ArcGrid, ArcIMS, ARC/INFO, ArcInfo, ArcInfo Librarian, ArcLessons, ArcLocation, ArcLogistics, ArcMap, ArcNetwork, ArcNews, ArcObjects, ArcOpen, ArcPad, ArcPlot, ArcPress, ArcPy, ArcReader, ArcScan, ArcScene, ArcSchool, ArcScripts, ArcSDE, ArcShc, ArcSketch, ArcStorm, ArcSurvey, ArcTIN, ArcToolbox, ArcTools, ArcUSA, ArcUser, ArcView, ArcVoyager, ArcWatch, ArcWeb, ArcWorld, ArcXML, Atlas GIS, AtlasWare, Avenue, BAO, Business A�l.yst, Business, Analyst Online, BusinessMAP, CommunityInfo, Database Integrator, DBI Kit, EDN, Esri, F�u�'.�-�'"a'm GIS, Esri The GIS Company, Esri—The GIS People, Esri—The GIS Software Leader, FormEdit, Geo or, Geographic Design System, Geography Matters, Geography Network, GIS by Esri, GIS Day, GIS for Eve n; SData Server, JTX, MapIt, Maplex, MapObjects, MapStudio, ModelBuilder, MOLE, MPS—Atlas, PLTS, Rent-a- � SDE; SML, Sourcebook•America, Spatial Database Engine, StreetMap, Tapestry, the ARC/INFO logo, the ArcGIS lo ; e ArcGIS Explorer logo, the ArcPad logo,the Esri globe logo, the Esri Press logo, the GIS Day logo, the MapIt logo, The eographic Advantage, The Geographic Approach, The World's Leading Desktop GIS, Water Writes, www.esri.com, www.geographynetwork.com, www.gis.com, www.gisday.com, and Your Personal Geographic Information System are trademarks, registered trademarks, or service marks of Esri in the United States, the European Community, or certain other jurisdictions. Other companies and products mentioned herein may be trademarks or registered trademarks of their respective trademark owners. _ ' �.� ,�- �� ,� � � . :� .-� . � . . - . . � . . . _ - ,, � � ;,, �..,� �� .s�� ���ti �.� p�� ,% � � � ' ��� Introduction: The City of Augusta (City) has requested Environmental Systems Research Institute, Ina (Esri) Professional Services to provide remote ad-hoc Operational support of the City's ArcGIS Server environment. The quote below describes the scope of services, schedule, pricing, terms and conditions, and purchasing instructions. Scope of Services: ArcGIS Server Operational Support Esri will provide up to 40 hours of remote ad-hoc operational and consulting assist the City with troubleshooting, configuring, extending, or enhancing their ArcGIS Server 10 environment. It is anticipated that consulting services will include the following topics: • Technology transfer to the City staff on processes to update, maintain, and administer out of the box and custom web applications and services. • ArcGIS Server application developer support services including best practices, knowledge transfer, prototype development, and application template configuration This activity will be supported remotely from Esri's offices. The Esri consultant(s) will work with direction from City's technical staff and management. Esri Responsibilities • Provide up to 40 hours of consulting services as described above. City Responsibilities • Communicate project needs and priorities to the Esri consultant • Provide appropriate staff to direct support and consulting activities • Provide the Esri Consultant with access to systems environment and databases, as required • Provide temporary administrative access to the Esri consultant during consulting support, as needed Assumptions • Esri will not decompile, make, or otherwise update any 3` party provided ArcGIS Server Web applications. • Esri staff will have access to server accounts with administrative privileges (temporary administrator accounts or assigned resource to work closely with Esri) where appropriate. • Where appropriate, Esri staff will have access to a workstation on Reidsville's network to perform support tasks. This workstation must have access to the servers in which the properly licensed ArcGIS software resides. e . - �- .. . �- � � � {' � 3� ". � � se - � �� ���' , � � • • • � _ � � ,� , � !� e�� A��. �-• y *� ��` Fr � °� s�* s� f , � . . . . . . . . . .. . . . .. . . .. . • All servers will be available and on the network Schedule: The project schedule will be mutually agreed upon between City and Esri within 10 days after contract award. Pricing: The pricing provided below has been estimated based upon an anticipated award of a Time and Materials (T&M) contract. The required labor hours and other direct cost (ODC) items have been estimated based upon prior experience with work of a similar nature. The total not-to-exceed (NTE) price for the proposed Scope of Services is $9,520 and is based on the standard Esri terms and conditions contained in the attached Implementation Services Time and Materials Ageement numbered 2012C481. This quote is valid for a period of 90 days from the submittal date above. This price is exclusive of any applicable federal, state and/or local taa�es for which City shall remain responsible. Esri anticipates using staff from the GIS System/Software Developer labor category. Depending on the level of expertise required to perform certain activities during this engagement, Esri may be required to utilize other Esri staff inembers with a different skill-set and labor category. The following table shows the proposed NTE pricing for this work by Activity. Price by Activity Activity Description Estimated Estimated NTE Price Labor $ Travel $ cGIS Server O erational Su ort $9,520 $0 $9,520 Total Not-to-Exceed NTE Price: $9,520 $0 $9,520 T&M consulting services will be conducted under the following conditions: • In the event Esri completes the Scope of Services for less than the NTE budget, City will only be invoiced for the actual hours expended plus other burdened direct costs. • In the event Esri reaches the NTE budget limit before the Scope of Services is completed, City will have the option to either (a) increase the contract funding in order to allow the work to continue; or (b) instruct Esri to stop work. If City chooses to stop work, Esri will do so without liability. • Esri reserves the right to reallocate the project funding between Scope of Services activities and/or ODC items, as necessary to facilitate the work effort, provided the overall contract price is notexceeded. All work will be accomplished in accordance with the Scope of Services with the deliverable being consulting time. If additional work is requested by City in writing beyond the scope of this quote, Esri � . - .- .. . ,- e - �'� °'�,,� ,� '°r ��t � �. , ���, . � � � � � r , � � • • • _ . ��, ��� -�� _ � � � � � � � e � � �,�, • . � v . , :,-� ; 4� E , � •.� .,, u . . ., ' � . _ �� , . � , w:, � f � � � �, ;, , � , '�s .a� ��t� : will provide an updated quote. City will be invoiced on a monthly basis for services provided by Esri during the previous 30-day period. Monthly invoices for services shall be calculated on the basis of actual hours expended during the previous month, multiplied by the appropriate labor rate, plus other direct burdened costs. Invoices are to be paid within 30 days of receipt. Purchasing: To order these services as proposed, please send the following three items to fax number: (704) 541-7620. 1. Purchase Order: • In the amount of the Total NTE Price above • Referencing this quote (P 11-6671) • Referencing the attached Implementation Services Time and Materials Agreement numbered 2012C481 2. Attached Implementation Services Time and Materials Agreement numbered 2012C481 executed on page 5 of the Agreement by the listed authorized individuals of Augusta, GA. 3. Copy of this quote. When we receive these completed documents, Esri will contact you to discuss staff assignment and schedule. We look forward to supporting you. Contact: Andy Potts . Esri Implementation Services 3325 Springbank Ln, Suite 200 Charlotte, NC 28226 Tel#: (704) 541-9810 Ext. 8675 Fax#: (704) 541-7620 Email: �otts�a,esri.com www.esri.com e . - .- .. . �- � . � • _ esr�� TIME AND MATERIALS RATE SCHEDULE Effective January 1, 2012 Hourly time and materials labor rates have been provided for each labor category for calendar year 2012. The hourly labor rates for services that are performed after 2012 may be escalated in an amount not to exceed five percent (5%) each year. Other direct costs, such as travel, reproduction, subcontractor, telecommunication/freight, or materials, will be charged a material handling fee and invoiced. GIS Technical Specialist/Engineer (Sl) Hourly Rate: $184 Staff inembers in this labar category work collaboratively with soflware designers to perform software coding and the writing of software documentation according to design specifications developed by senior technical staff described below. As a group, these staff inembers are experienced in the coding of software and the creation of digital databases, as well as in software development associated with Esri's commercial off-the-shelf (COTS) software products; web, desktop, or server software development languages; geospatial data formats; and other technologies. These individuals also develop effective database designs, implement data conversion processes and procedures, and perform software and database quality control. GIS System/Software Developer (S2) Hourly Rate: $238 Staff inembers in this labor category support the design of technical project specifications for the implementation of application software projects and database development projects. They support the day-to-day technical activities of the project team and ensure that standard system methodologies are employed. They also perform detailed software design and detailed database conversion design and are directly involved in the coding and implementation of complex and strategic portions of application software and database conversion projects. As a group, these staff members are proficient in Esri COTS software products; web, desktop, and server software development languages; geospatial data formats; and other technologies. These staff inembers design and develop QA/QC programs and support design and code reviews, database reviews, and other QA/QC activities throughout the project life cycle. Senior GIS System/Software Architect (S3) Hourly Rate: $292 Staff inembers in this labor category provide the overall technical vision and system architecture for large, complex systems. They support the application of sound software engineering principles and life cycle methodologies to programs/projects. These individuals are actively involved in systems architecture design, application software design, database process design, and the directing of coding development including the supervision of design and code reviews. These staff inembers may serve as principal investigators in focused studies or research and development projects. Individuals in this labor category have broad technical knowledge of geographic information system (GIS) applications and related information technologies and may also provide specific expertise in areas such as web-based software applications, service-oriented architectures, data warehousing, spatial analysis, and modeling. As a group, these staffmembers are proficient with Esri COTS software products; software and database design methodologies; web, desktop, and server software development languages; geospatial data formats; and other technologies. J-7264-a 2012 1 20 Oct 2011 - , . GIS Consultant/Project Manager (Ml) Hourly Rate: $224 Staff inembers in this labor category provide day-to-day consulting and management for contracted projects within Esri. These individuals work under the guidance of senior Esri managers described herein and support the design and implementation of project work plans. These staff members may provide consulting services and design and management support to software application development projects and database conversion projects. They may also conduct detailed requirements interviews, document application requirements, develop logical and physical database designs using standard engineering diagramming methodologies, design software and database QA/QC programs, and provide management oversight of daily technical activities. These staff inembers work with senior consulting and technical staffto design comprehensive work plans that employ standard system methodologies that define project deliverables and milestones and realistic schedules. These individuals work with Esri administrative staffto ensure that progress and financial reporting is provided according to contract requirements. Senior GIS Consultant/Project Manager (M2) Hourly Rate: $283 Staff inembers in this labor category wark as project managers or project advisers, providing strategic consulting and project management activities far GIS and information technology (IT) projects. These staff inembers have market/application domain expertise using extensive experience in GIS and related geospatial technologies to support the successful completion of a project. Consulting activities may include strategic planning, GIS workshops and seminars development, requirements definition, application and database design, and system integration. Management activities may include defining project requirements and objectives, establishing budgets and schedules, allocating staff and other resources, and managing and overseeing subcontractor activities. These individuals may also design comprehensive work plans that employ standard system methodologies that define project deliverables and milestones and realistic schedules. Principal GIS Consultant/Program Manager (M3) Hourly Rate: $373 Staff inembers in this labor category work as program directors or project advisers, providing project vision, strategic consulting, and program management activities for GIS and IT projects. These staff inembers apply market/application domain expertise using extensive experience in GIS and related geospatial technologies to support the successful completion of the program. Consulting activities may include strategic planning, review and oversight of requirements definitions, application and database design, and system integration. Management activities may include defining program requirements and objectives, establishing budgets and schedules, allocating staff and other resources, and managing and overseeing subcontractor activities. Staff inembers in this labor category work with seniar client staff in coordination with Esri senior management to resolve issues and support successful project completion. GIS Database Specialist/Analyst (DB) Hourly Rate: $155 Staff inembers in this labor category provide database development support in creating cartographic and digital data products. These staff inembers have expertise that includes the performance of hard copy to digital data conversion tasks, data migration, and translation activities utilizing advanced processing techniques in ArcGIS. These individuals design, develop, and implement efficient production tools and workflows in accordance with approved project plans and design parameters. J-7264-a 2012 2 20 Oct 2011