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AGREEMENT FOR PROFESSIONAL SERVICES FOR CITY GIS NEEDS ASSESSMENT BETWEEN CITY OF MOSCOW, IDAHO AND NWS TECHNOLOGY, INC. THIS AGREEMENT made and entered into this day of JJugus+ , 2003 by and between City of Moscow, Idaho, a municipal corporation of the State of Idaho (hereinafter referred to as "THE OWNER" or "CITY"), and NWS Technology, Inc. (hereinafter referred to as "THE CONSULTANT") WITNESSETH: WHEREAS, THE OWNER intends to complete an inventory and assessment of City-wide data sets and their compatibility for GIS (Geographic information system) implementation; and which is defined further hereinbelow (hereinafter referred to as "THE PROJECT"), and THE CONSULTANT agree to perform the various professional services required for the inventories, evaluations and reports contained in THE PROJECT. NOW, THEREFORE, it is agreed that for and in consideration of the mutual covenants and promises between the parties hereto, that: SECTION 1: Scope of Work THE CONSULTANT shall furnish the following consulting services for THE PROJECT described generally below: Task 1. An Inventory of Existing Record Data- Digital and Hard Copy. CONSULTANT will perform an inventory of existing CITY record data by adhering to a four step process of a 1) data audit, 2) investigation, 3) compilation and 4) reporting. CONSULTANT will visit the City's various departments to conduct on-site interviews and survey of various data repositories. Once the data type and sources have been identified CONSULTANT will review the various datasets to determine spatial accuracy, layering schemes, topology and attribution. The findings and conclusions determined during the investigation and evaluation period will be summarized in a technical memorandum. The action items and deliverables resulting from this task are listed below: Action Items • On-site investigation • Excel spreadsheet inventorying the department, type, medium and platform of spatial data residing at the City • Review of internal data standards • Data evaluation and ranking on the compatibility with GIS data structure • Technical memorandum of the investigation Deliverables • Data audit spreadsheet • Data compatibility ranking • Technical memorandum PROFESSIONAL SERVICES CONTRACT Page 1 of 7 2003-32 ---PAGE BREAK--- Task 2: Identify Processes for Translating Non-compatible Data to a GIS Format The spatial data assessment in Task 2 will guide what types of processes are required to translate non-compatible data to a GIS format. CONSULTANT recognizes that some datasets will require a conversion effort independent of existing work activities at the City. Datasets stored as physical or hard copy drawings are one example. However, electronic datasets residing and maintained by the City may be designed to support GIS environments without a conversion project. In its assessment, CONSULTANT will review a range of approaches for translating datasets which currently exist at the City. Action Items • Review of existing and future GIS data models and repositories • Review of internal work processes and standards followed to maintain existing datasets • Detail translation procedures required for various datasets Deliverables • Data audit spreadsheet • Data compatibility ranking • Technical memorandum Task 3: An Evaluation of the City of Moscow's Existing Hardware and Software Capabilities GIS vendors are providing application environments to support a wide range of users from desktop viewers to enterprise transactional editing. Complementary technology advancements in client/server architecture, spatial databases and component software languages have been instrumental in facilitating the various GIS products lines. Regardless of the product line, GIS application environments are still process intensive due to the size of the GIS datasets. The new application environments also have stringent operating system requirements. CONSULTANT will conduct an audit of the City's existing computer platforms to determine software and hardware upgrade requirements to support the new GIS applications. Action Items • Computer hardware survey identifying vendor name and model, processor type and speed, hard drive type and size, RAM type and size • Computer software survey identifying GIS/CAS vendor and application name, application version and application hardware requirements • Computer operating system name, version and type • Plotter hardware survey identifying vendor name and model Deliverables • Technical memorandum reviewing the hardware and software audits conduct within various City departments Task 4: Determine Possible Areas of Departmental Utilization of GIS One distinct capability available in GIS technology over standard CAD (Computer Aid-Drafting) environments is the ability to relate map datasets to business databases. The map to data integration facilitates a variety of public production processes not traditionally available with CAD. PROFESSIONAL SERVICES CONTRACT Page 2 of? ---PAGE BREAK--- For example, public infrastructure drawings of water and sanitary networks can be hooked to customer billing databases or to facility inventory system. This type of integration can facilitate daily activities like valve maintenance programs, field locates, engineering analysis and tracking CAP fees. CONSULTANT will investigate windows of opportunities for the CITY to leverage GIS technology to manage and operate public infrastructure. Action Items • Model existing business processes which are dependent upon spatial data and review how a GIS system would help these processes become more efficient or effective • Provide a review of how other city municipalities are utilizing GIS technology Deliverables • Technical memorandum reviewing and recommending how GIS technology could be leveraged at the CITY Task 5: Provide a Final Project Report - Software and Hardware Requirements and Costs Staff Costs and Data Entry Costs In order to strike a balance between the promises of GIS technology with the deployment of GIS technology, a financial analysis will be summarized in the report to the City. This report will develop an implementation plan with a set of activities required to purchase, upgrade and deploy a GIS system at the City. The financial report will review data conversion costs, resource allocations and computer upgrades essential for a viable GIS environment Action Items • Conduct a financial analysis on software and hardware upgrades required to support a GIS system platform at the City • Conduct a financial analysis on resource requirements and data entry costs to support the data translation and maintenance required to support a City wide GIS system Deliverables • Summarize the findings and conclusions reached in the financial analysis SECTION 2 A. Independent Contractor THE CITY and THE CONSULTANT hereto warrant by their signature that no employer/employee relationship is established between THE CITY and THE CONSULTANT by the terms of this Agreement. It is understood by the parties hereto that THE CONSULTANT is an independent contractor and as such, neither it nor its employees, if any, are employees of THE OWNER for purposes of tax, retirement system, or social security (FICA) withholding. PROFESSIONAL SERVICES CONTHACT Page 3 of7 ---PAGE BREAK--- B. Fees and Conditions for Consulting Services 1. Maximum Costs for Basic Consulting Services Under Section 1 of this Agreement a. The total cost to THE CITY for Consulting Services as described in Section 1, Tasks 1, 2, 3, 4, and 5, shall be: Task 1 - $2,465 Task 2- $2,720 Task 3- $1,360 Task 4- $2,295 Task 5 - $2,040 by THE CONSULTANT. In no case shall the amount paid to THE CONSULTANT for all work described in Section 1, Tasks 1, 2, 3, 4, and 5, be more than Eleven Thousand Dollars ($11,000). C. Time of Completion THE PROJECT shall be completed on or before September 31, 2003 and final billing from CONSULT ANT shall be due on or before that date. SECTION 3 A. Termination of Agreement This Agreement may be terminated by THE CONSULTANT upon thirty (30) days prior written notice, should THE OWNER fail to substantially perform in accordance with its terms through no fault of THE CONSULTANT. THE OWNER may terminate this Agreement with thirty (30) days notice without cause and without further liability to THE CONSULTANT except as designated by this section. In the event of termination, THE CONSULTANT shall be paid for services performed to termination date, including direct expense and including a percentage of the Fixed Fee based upon the work completed. All materials related to and accompanying City owned hardware and software shall become the property of, and shall be surrendered to, THE OWNER at or before such termination. B. Extent of Agreement This Agreement may be amended only by written instrument signed by both parties hereto. C. Data of Record THE OWNER shall make available to THE CONSULTANT all technical data of record in THE OWNER'S possession required by THE CONSULTANT relating to this PROJECT. The CONSULTANT may need to sign additional agreements for the release of certain digital products. PROFESSIONAL SERVICES CONTRACT Page4of7 ---PAGE BREAK--- D. Termination of THE PROJECT If any portion of THE PROJECT covered by this Agreement shall be suspended, abated, abandoned or terminated, THE OWNER shall pay THE CONSULTANT for the services rendered to the date of such suspended, abated, abandoned or terminated work; the payment to be based, insofar as possible, on the amounts established in this Agreement or, where this Agreement cannot be applied, the payment shall be based upon a reasonable estimate as mutually agreed upon between the two parties as to the percentage of the work completed. E. THE CONSULTANT' Additional Insurance THE CONSULTANT shall maintain automobile insurance and statutory workmen's compensation insurance coverage, employer's liability, and comprehensive general liability insurance coverage. The comprehensive general liability insurance shall have a minimum limit of Five Hundred Thousand Dollars ($500,000) per claim and Five Hundred Thousand Dollars ($500,000) aggregate, and THE CONSULTANT shall cause THE OWNER to be named as an additional insured under said policy. F. Indemnification THE CONSULTANT agree, to the fullest extent permitted by law, to indemnify and hold harmless THE OWNER against damages, liability and costs arising from the negligent acts of THE CONSULTANT in the performance of professional services under this Agreement, to the extent that THE CONSULTANT are responsible for such damages, liabilities and costs on a comparative basis of fault and responsibility between THE CONSULTANT and THE OWNER. THE CONSULTANT shall not be obligated to indemnify THE OWNER for THE OWNER'S sole negligence. G. Costs and Attorney Fees In the event either party incurs legal expenses to enforce the terms and conditions of this Agreement, the prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses, whether the same are incurred with or without suit. H. Jurisdiction and Venue It is agreed that this Agreement shall be construed under and governed by the laws of the State of Idaho. In the event of litigation concerning it, it is agreed that proper venue shall be the District Court of the Second Judicial District of the State of Idaho, in and for the County of Latah. I. Binding of Successors THE OWNER and THE CONSULTANT each bind themselves, their partners, successors, assigns and legal representatives to the other parties to this Agreement and to the partner, successors, assigns and legal representatives of such other parties with respect to all covenants of this Agreement. PROFESSIONAL SERVICES CONTRACT Page5of7 ---PAGE BREAK--- J. Modification and Assignability of Agreement This Agreement contains the entire agreement between the parties concerning THE PROJECT, and no statements, promises, or inducements made by either party, or agents of either party, are valid or binding unless contained herein. This Agreement may not be enlarged, modified, or altered except upon written agreement signed by the parties hereto. THE CONSULTANT may not subcontract or assign its rights (including the right to compensation) or duties arising hereunder without the prior written consent and express authorization of THE OWNER. Any such subcontractor or assignee shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. K. OWNER'S Representatives THE OWNER shall designate a representative authorized to act in behalf of THE OWNER. The authorized representative shall examine the documents of the work as necessary, and shall render decisions related thereto in a timely manner so as to avoid unreasonable delays. L. Conflict of Interest THE CONSULTANT covenant that they presently have no interest and will not acquire any interest, direct or indirect, in THE PROJECT which would conflict in any manner or degree with the performance of services hereunder. THE CONSULTANT further covenant that, in performing this Agreement, they will employ no person who has any such interest. M. Non-Discrimination THE CONSULTANT shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, creed, political ideals, sex, age, marital status, physical or mental handicap, or national origin. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. THE CONSULTANT ( J Joh;{ GibsO'n:"President b. Pf DATED this _llli day of 2003. PROFESSIONAL SERVICES CONTRACT THE OWNER CITY OF MOSCOW, IDAHO Page 6 of 7 ---PAGE BREAK--- Acknowledgement STATE OF I DAWD COUNTY OF ' A=Ht__ , (J²ota(y³f)U?for the State oO lDA;t' My 6tlmmission expires i5 1:Z0; iOu PROFESSIONAL SERVICES CONTRACT Page 7 of?