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05/12/1992 Contract Y Er Environmental Systems Researc't Institute, Inc. 380 New York Street ;=-11`"1"1--1 Redlands, CA 92373 (714) 793 -2853 AGREEMENT BETWEEN MONROE COUNTY, FLORIDA _ _'? AND 4 N r rrl ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTp, C. Contract No. 92C0697 o. af�.ref erredd o as This Agreement is made by and between Monroe County, Florida (herein >< - n Client) and Environmental Systems Research Institute, Inc., a California corpora `tiorl (herthnafte referred to as Consultant), with reference to the following: co rn WHEREAS, Client requires professional services in consulting support and training; and WHEREAS, Consultant has the expertise necessary to properly perform such services; and WHEREAS, these parties desire to contract for certain specific services; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and promises herein set forth, it is agreed between the parties hereto, as follows: ARTICLE 1— SERVICES, PERSONNEL, AND TIME SCHEDULE OF CONSULTANT Consultant shall perform services and provide products as specified in this Agreement and in Attachment A, which is attached to and by this reference made a part of this Agreement. The Consultant shall identify the Project Manager who shall be empowered to act for the Consultant in accordance with this Agreement in all matters relating to the technical administration of services to be provided. All key project personnel of Consultant shall be subject to approval by Client. Should the Project Manager be unable to complete his responsibility for any reason, Client will allow the Consultant to replace the Project Manager with a qualified person. The Consultant is employed as an independent contractor to render a professional service only, and any payments made to him are compensation solely for such services as may be rendered and recommendations made in carrying out the work. Consultant shall follow practices consistent with the professional and technical standards in the industry. The specifications of deliverables described in this document are intended as precise guidance as to the conduct of this Project. However, the Client realizes that different combinations of work practice, updated technological approaches, and modern equipment can potentially yield a final product equal to that proposed in this document. Consultant shall have completed all services specified by this Agreement by October 31, 1992, and this Agreement shall expire on that date unless extended by consent of the parties. Task performance will generally follow the schedule as presented in Attachment B. A92- C0697 /JJ -1- 4/17/92 • nj Environmental Systems Research Institute, Inc. 380 New York Street a " J J Redlands, CA 92373 (714) 793 -2853 ARTICLE 2— DOCUMENTS For time and material effort, Consultant shall deliver to the Client one (1) copy of products prepared under the terms of this Agreement. Originals of design and study notes, calculations, correspondence, and similar material will be filed by the Consultant and made available to the Client on request. Reasonable amounts of copies will be furnished to the Client by the Consultant at no cost. The ownership of all data supplied to the Consultant by the Client and all data derived by the Consultant during the Project, including survey data, maps, nongraphical data tapes, and any other data related to the Project, will remain with the Client, except as defined in Article 14. ARTICLE 3— SERVICES OF CLIENT Client agrees that its officers and employees will cooperate with Consultant in the performance of services under this Agreement and will be available for consultation with Consultant at such reasonable times as do not conflict with their other responsibilities. Client, without charge, will furnish or make available for examination or use by Consultant as it may request any data which Client may have available including, but not limited to: 1) copies of previously prepared reports, maps, plans, surveys, records, and other documents pertinent to studies specified by this Agreement; 2) copies of ordinances, codes, regulations, other documents, and information related to the studies specified by this Agreement; and 3) copies of information prepared by Client, or other consultants to Client, which are related to the studies specified by this Agreement. Client shall aid Consultant in obtaining data from public offices or agencies whenever, in the opinion of Consultant, such data are necessary for the completion of the studies specified by this Agreement. ARTICLE 4— CHANGES TO SCOPE OF WORK Client may at any time, by written order, make changes within the general scope of this Agreement in the services of work to be performed. If such changes cause an increase or decrease in the cost of, or time required for, performance of Consultant's services under this Agreement whether or not changed by any order, an equitable adjustment shall be made in the contract value, and this Agreement shall be modified in writing accordingly. Any claim of Consultant for adjustment under this Article must be asserted in writing within thirty (30) days after receipt by Consultant of the written order for change. No services for which an additional compensation will be charged by Consultant shall be furnished without the written authorization of Client. ARTICLE 5— COMPENSATION, INVOICES, AND PROGRESS REPORTS The Total Contract Value is $22,975.00. A. For Firm Fixed Price effort, Client will pay Consultant a fixed fee of $18,500. A92- C0697 /JJ -2- 4/17/92 a 1 305 292 453E3 ,'PLANNING DEPARTMENT TEL:1 -305- 292 -4538 Apr 30,92 1 ?:14 Nc.005 P.04 r.w Environmental Systems Research Institute. Inc. 380 New York Strut a (714 )t 79 CA 92373 (714) 793 -2$53 Consultant shall prepare in writing, and submit to Client in writing. monthly invoices showing requested compensation for work in accordance with the schedule as specified in Attachment B. Said invoices shall be calculated on the basis of tasks completed. The maximum amount which Consultant may be paid for each task. unless otherwise provided by written authorization from Client, shall be as specified in Attachment C. B . For Time and Material effort, Client will pay Consultant a not -to- exceed price of $4,475. Consultant shall prepare in writing, and submit to Client in writing, monthly invoices showing the requested compensation for work performed in accordance with individual task order requirements. Said invoices shall be calculated on the basis of hours expended during the previous month, times the rate u defined in Attachment C which is incorporated herein by reference, plus other burdened direct costs. ARTICLE 6— INSURANCE; INDEMNIFICATION • At the Client's request, Consultant will provide a certificate of insurance to Client upon execution of this Agreement. Regardless of the coverage provided by any insurance, Consultant shall indemnify, defend, PLEASE and hold Client harmless from claims, deman actions, reasonable Attorney's fecs,.costs, and expenses based upon or arising out of gesmnegligent or intentional acts or omissions of Consultant, its employees. subcontractors. or other agents while performing services under this ' Agreement except to the extent such acts or omissions are attributable to Client. N I i It is understood among the parries that the Consultant is relying solely upon records and maps ti )4 already in existence and copy made available through public record sources by the Client to the " Consultant with which to perform its obligation under this Agreement, and that the resulting work product is informational only and may not be relied on as a substitute for documents of record. ARTICLE 7-- SUBCONTRACTORS At the time subcontracted services are andcipated, the Consultant shall notify the Client of the nature of, and need far. such services and identify the proposed subcontracting firm. The Consultant must receive approval in writing from the Client prior to utilization of any subcontractor other than the patties listed in this article. SWICCIMERACTQLNALIE SERVrCIr.S POVIDED N/A N/A ARTICLE 8 MCONFIDENTIALITY The Parties acknowledge that by reason of their relationship hereunder, they will have access to certain information and materials concerning each other's business plans, clients, technology, and A92- C0697/JJ -3. 4/17/92 EL I j Environmental Systems Research Institute, Inc. 380 New York Street J J Redlands, CA 92373 (714) 793 -2853 products that are confidential and of substantial value, and said value would be impaired if such information were disclosed to third parties. The Parties agree that they shall not use in any way for their own account or the account of any third party, nor disclose to any third party, any identified confidential information revealed to it in writing or orally followed by a written confirmation within ten (10) days, such writing or confirmation to be marked confidential, nor any confidential information discovered independently by the Party. The Parties will protect the confidential information as they protect their own, using no less than a reasonable standard of care. Information need not be treated as confidential to the extent that such information: i. Is or becomes generally known to the public through no fault of the party receiving the information; ii. Was known to the party receiving the information as evidenced by its written records, prior to disclosure by the other party; iii. Is disclosed to the party receiving the information by another having the right to make such a disclosure, where the information was not derived from a party to this Agreement; or iv. Is not marked as confidential. In the event of termination of this Agreement, there shall be no disclosure by either party of any confidential information as identified in writing pursuant to this clause. The parties shall not disclose information related to methods or processes entitled to protection by this Agreement for a period of five (5) years from the date of termination. Client shall not disclose or direct Consultant to disclose information related to methods or processes entitled to protection whether protected by this Agreement or otherwise, except as required by Chapter 119, Florida Statute (1991). ARTICLE 9 —TERM AND TERMINATION This Agreement shall continue in force until completion of all services required of Consultant, unless terminated by Client or Consultant pursuant to the provisions herein. This Agreement may be terminated in whole or in part in writing by either party in the event of substantial failure by the other party to fulfill its obligations under this Agreement through no fault of the terminating party; provided that no such termination may be effected unless the other party is given: 1) not less than fifteen (15) working days written notice of intent to terminate, and 2) an opportunity for consultation with the terminating party in order to correct any such default prior to termination. This Agreement may be terminated in whole or in part in writing by Client for its convenience, provided that no such termination may be effected unless Consultant is given: 1) not less than ten (10) working days written notice of intent to terminate, and 2) an opportunity for consultation with Client prior to termination. Upon receipt of a notice of termination, Consultant shall: 1) promptly discontinue all services affected (unless the notice directs otherwise), and 2) deliver or otherwise make available to Client A92- C0697/JJ -4- 4/17/92 nj Environmental Systems Research Institute, Inc. 380 New York Street R CA 92373 • (714) 793 -2853 all finished or unfinished documents and all information excluding any confidential information which have been accumulated, developed, or prepared by Consultant in performing services under this Agreement. Consultant shall be paid on a pro rata basis for work in progress under this Agreement through the effective date of termination. ARTICLE 10— REMEDIES It is mutually agreed that all claims, counterclaims, disputes, and matters in question between the Client and Consultant arising out of or relating to this Agreement or the breach thereof will first be attempted to be decided by negotiation between the two parties. Any dispute which is not settled to the mutual satisfaction of the parties within thirty (30) days from the receipt of notice of a dispute shall be settled by a court of competent jurisdiction in Monroe County, Florida. This Agreement shall also be governed by the laws of the State of Florida. ARTICLE 11— RECORDS, ACCESS, AUDIT Consultant shall maintain records of performance under this Agreement and make these records available for inspection and audit by Client exclusive of commercially priced training courses. Audits conducted pursuant to this Article shall be in accordance with generally accepted auditing standards and established procedure and guidelines of the reviewing or auditing agency, and shall exclude records pertaining to overhead, general and administrative, and profit expenses. Records maintained under terms for the time and material portion only of the above shall be maintained and made available during performance of services under this Agreement and until three years from date of final payment. In addition, those records which relate to any dispute, appeal, litigation, or the settlement of claims arising out of such performance or costs of items to which an audit exception has been taken shall be maintained and made available until three years after the date of resolution of such appeal, litigation, claim, or exception. ARTICLE 12— COVENANT AGAINST CONTINGENT FEES Consultant warrants that no person or company has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee; nor has Consultant paid or agreed to pay any person, company, corporation, individual, or firm any fee, commission, contribution, donation, percentage, gift, or any other consideration contingent upon or resulting from award of this Agreement. For any breach or violation of this provision, Client shall have the right to terminate this Agreement without liability. A92- C0697 /JJ -5- 4/17/92 Esni Environmental Systems Research Institute, Inc. 380 New York Street J J Redlands, CA 92373 (714) 793 -2853 ARTICLE 13 —FORCE MAJEURE Neither party shall be considered in default in the performance of its obligations hereunder or any of them, to the extent that performance of such obligations is prevented or delayed by any cause, existing or future, which is beyond the reasonable control of such party which include but are not limited to acts of God, labor and disputes, civil unrest, and so on. Any delays beyond the control of either party shall automatically extend the time schedules as set forth in this Agreement by the period of any such delay. ARTICLE 14 SOFTWARE RIGHTS, COPYRIGHTS, AND RIGHTS IN DATA The Consultant shall maintain complete ownership and proprietary rights with regard to software programs used or developed which have general application at ARC/INFO sites. The Client shall obtain the rights to use and/or modify the custom ARC Macro Language (AML) Programs specifically developed for applications unique to the Client and required of Consultant to meet its contractual obligations. AML Programs and/or Software that are developed by the Consultant in performing the services under this Agreement shall not become the subject of an application for copyright by the Client. The Consultant retains all rights not specifically granted to the Client above. Consultant grants a nonexclusive right to the Client to use the AML (ARC Macro Language) programs developed for and delivered to the Client under this Agreement. The Client may use and/or modify such programs for any purpose. Other than warranting that the AML program will perform in accordance with the specifications as stated herein, no other warranty is provided. The Client understands this software is not supported or updated by the Consultant. The Consultant reserves the right to use for any purpose any programming tools, skills, and techniques acquired or used by the Consultant in the performance of the services herein. Nothing in this Agreement shall be construed as restraining the Consultant, its employees, agents, or subcontractors in the use of the techniques and skills of computer programming and design which may be acquired in the course of performance of this Agreement, or providing the Client with any rights in the Contractor proprietary programs in which the Client's programs may be written. The Client shall promptly notify the Consultant if any third persons notify or claim that the software supplied by the Consultant to the Client infringes on such persons' copyright, trademark, or patent. Upon such notification, the Consultant shall come in and defend the Client and shall indemnify and hold harmless the Client from any damages, claims, and expenses, including reasonable attorneys' fees the Client may suffer as a result of such infringement. ARTICLE 15 LIMITATION OF LIABILITY Consultant's liability to the Client for any cause whatsoever shall extend only to those actual damages suffered by the Client as a direct result of Consultant's breach of this Agreement. However, notwithstanding the above, Consultant's liability shall in no event exceed the amount actually paid by the Client for the portion of the professional services involved, except for damage to persons and property resulting from Consultant's gross negligence. A92- C0697/JJ -6- 4/17/92 ►+1 j Environmental Systems Research Institute, Inc. • J 380 New Yoric Street J J Redlands, CA 92373 (714) 793 -2853 Any attempt by Consultant to assign or otherwise transfer any interest in this Agreement without the prior written consent of Client shall be void provided, however, that claims for compensation due or to become due to Consultant from Client under this Agreement may be assigned without such approval. Notice of any such assignment or transfer shall be furnished promptly to Client. Any notice required or permitted to be given hereunder shall be deemed to have been given when received by the party to whom it is directed by personal service, hand delivery, or mail delivery as follows: TO CLIENT: MONROE COUNTY, FLORIDA Marine Resources Department 5100 Junior College Road Key West, Florida 33040 Attn: George Garrett Tel: (305) 292 -4407 Fax: (305) 292 -4538 TO CONSULTANT: ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. 380 New York Street Redlands, CA 92373 Project/Technical Notice —Attn: Judith A. Jones, Contract Administrator with a copy to Gary Waters Legal Notice —Attn: Contract Manager with a copy to Judith A. Jones, Contract Administrator Tel: (714) 793 -2853 Fax: (714) 793 -5953 Either party may change its representative or address above by written notice to the other. This Agreement represents the entire understanding of the parties as to the subject matter herein. No prior oral or written understanding shall be of any effect with regard to these matters. Any change or modification of this Agreement shall be made only upon written consent of both parties. It is hereby mutually agreed that Client will not solicit, hire, or contract with any employee(s) of Consultant's technical staff who are associated with efforts called for under this Agreement during the term of this Agreement and for a period of one (1) year thereafter. Services, products, and data provided for under this Agreement are quoted exclusive of all state, local, and other taxes or other charges (other than income taxes payable by Consultant). In the event such taxes and/or charges become applicable to Consultant's Services, products, or data, Client shall pay any such applicable tax upon receipt of written notice that is due. A92- C0697 /JJ -7- 4/17/92 Esj j Environmental Systems Research Institute, Inc. 380 New York Street J JJ Redlands, CA 92373 (714) 793 -2853 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date written. ENVIRONMENTAL SYSTEMS MONROE COUNTY, FLORIDA RESEA H INSTITUTE, INC. (Client) t/ ons tart) .0 By � �.�... % •_A.i.. I/ ` i Title 4 .� . .... .. !� ► 0 .) Title V CE�2 s 10 pQ Date 12. Date V7t 7/9c (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK B y ~ �• Dep y C l e r k / APPROVED AS TO FORM v�ND I AL SUFFICIENCY. Dr •: % � A92- C0697/JJ -8- 4/17/92 j Environmental Systems Research Institute, Inc. • 380 New York Street • J J Redlands, CA 92373 (714) 793 -2853 ATTACHMENT A Scope of Work Consultant will perform tasks as follows: For Firm Fixed Price Effort: Task 1 Introduction to ARC/INFO —Five days on -site Task 2 Advanced ARC/INFO —Five days on -site Task 3 Customizing ARC/INFO Using Macros and Menus Training per person —Five days at ESRI Facility Deliverables: • Course Guides for each student up to a maximum of twelve. • "Understanding GIS" for Task 1 only. For Time and Material Effort: Consultant will provide consulting services on an as- requested basis in support of the Client- . defined goals. Consultant will provide skilled staff persons to support the accomplishment of the Client- defined goals with deliverables for this contract limited to consulting time. A92- C0697 /JJ -9- 4/17/92 Ean� j Environmental Systems Research Institute, Inc. 380 New York Street Redlands, CA 92373 (714) 793 -2853 ATTACHMENT B Project Schedule The completion date for all services is October 31, 1992. A92- C0697 /JJ -10- 4/17/92 j Environmental Systems Research Institute, Inc. 380 New York Street J J Redlands, CA 92373 (714) 793 -2853 ATTACHMENT C Project Costs The total contract value is $22,975, broken down as follows: Fixed Price Effort The total Firm Fixed Contract Value is $18,500. Task 1 $8,500* Task 2 $8,500* Task 3 $1,500 *Includes instructor's labor, travel, and per diem Time and Material Effort The cost of this project is based on time and materials expended with a not - to-exceed amount of $4,475. For all services provided, the rate schedule provided below will be used. Assignment of staff will be based on the requirements specified by the Client. - Rent -a -Tech Rate Schedule Outlined below is an ESRI rate schedule for the Rent -a -Tech program. Services will be contracted on a time- and - materials basis with ESRI staff performing services in support of the Client. Hourly labor rates have been provided for each labor category for calendar year 1992. The hourly labor rates for services that are contracted after 1992 will be escalated by the rate of 7.5 percent for each calendar year that follows. Other direct costs, such as computer, travel and preparation time, transportation, reproduction, subcontractor, telecommunication /freight, or materials, will be burdened and invoiced. Senior Consultant/Manager Lead staff to support the Client in database and project design. This may include a review of needs and existing data, design of ARC/INFO layers and coding structures, design and development of a data dictionary, design of quality assurance programs, and identification of mapping and automation methods. These staff also identify tasks, schedules, and resource requirements for implementation planning. Hourly Rate: $120.00 Consultant/Manager These staff support Senior Consultant and Client on as as- needed basis during database/project design and documentation. Hourly Rate: $95.00 A92- C0697 /JJ -11- 4/17/92 E+R j Environmental Systems Research Institute, Inc. • 380 New York Street J J Redlands, CA 92373 (714) 793 -2853 • Senior Applications Programmer Design and write user interfaces and application programs for model and Client's product development. Work with project managers in final physical design and development of database development procedures. Review of existing digital data/systems and develop methods for interfacing with ARC/INFO. Hourly Rate: $115.00 Applications Programmer - Specialist Supervise the technical specialists and data processors in carrying out the technical aspects of database development using procedures designed by Consultants and Senior Applications Programmer. Hourly Rate: $95.00 Technical Specialist Oversee technical aspects of database development using procedures designed by the Applications Programmers. These staff are very proficient in production procedures for data entry, editing, and building final data files (libraries). Hourly Rate: $80.00 The following are ESRI production staff who are generally not suited for off -site assignments. Cartographer These staff specialize in database documentation, graphics for documentation, and quality control. Hourly Rate: $65.00 Data Processor Perform editing and topology creation tasks using ARC/INFO coverages and develop coverages using automated scanning devices. Hourly Rate: $50.00 Digitizer Manual digitizing and key entry of attribute codes. Hourly Rate: $35.00 A92- C0697 /JJ -12- 4/17/92 • NON - COLLUSION AFFIDAVIT I, Laura Dangermond, of the city of Redlands according to the law on my oath, and under penalty of perjury, depose and say that; 1) I am the Vice - President of Environmental Systems Research Institute, Inc., the bidder making the Proposal for the project described as follows: 2) the prices in this bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; 3) unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to bid opening, directly or indirectly, to any other bidder or to any competitor; and 4) no attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose of restricting competition; 5) the statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. V / Al , (Signature of Bidder) ' STATE OF CALIFORNIA April 20, 1992 COUNTY OF SAN BERNARDINO PERSONALLY APPEARED BEFORE ME, the undersigned authority, Laura Dangermond who, after first being sworn by me, affixed her signature in the space provided above on this 20th day of April, 1992. . NOTARY PUBLIC My commission expires: it/ i i/ q 4 � o 6., iClAl. EAL �7 " ".� CATHERINE L. HARPS ? ° f Ty a 'r � /t n 5 rn rd's:,, C u;�t MY COMM. EXP. PTV. 18 19 9' SWORN STATEMENT UNDER ORDINANCE NO. 10 -1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE Environmental Systems Research Institute, Inc. (ESRI) warrants that it has not employed, retained or otherwise had act on its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10 -1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10 -1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration p. - A former County officer or employee. 1 (signature) Date: April 20, 1992 STATE OF CALIFORNIA COUNTY OF SAN BERNARDINO PERSONALLY APPEARED BEFORE ME, the undersigned authority, LAURA DANGERMOND who, after first being sworn by me, affixed her signature in the space provided above on this 20th day of April, 1992. - —.i NOTARY PUBLIC My commission expires: ti // 1 I9 r:', ..:-' 5:p�* BS' .s? — r_.... . OFFiC AL SEAL ti, CATirh t. HT PP: • J j 7 i i v� :: r� - N A , *A 3 , -;n m r n..'d i 1; 0 C u„ty'' MY COMM. EXP. P: -,V. 18 199/'% . r. ,!' .:SSiSi9 R*,• sw - -- ,>- , sAv s'ti., t t- :s s,...sp. .