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HomeMy WebLinkAbout22-0204 GeoCommPURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this day of , 2022, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and GeoComm, Inc., a Minnesota corporation with its principal offices at 601 West St. Germain Street, St. Cloud, MN, 56301 (hereinafter referred to as "GeoComm" or "Seller"). WHEREAS, GeoComm's certified staff of Emergency Number Professionals (ENPs), GIS Professionals (GISPs), and Project Management Professionals (PMPs) have a proven track record of delivering on GeoComm's services and solution implementation projects in 49 states nationwide and is willing to provide services to the City. NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree as follows: 1. Purchase. City shall purchase, and GeoComm shall sell the goods and/or services described by Exhibits A, B, and C, attached hereto and made a part hereof. 2. Law/Venue. This agreement is subject to and governed by the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this agreement shall be the Circuit Court of Kane County, Illinois. GeoComm hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County, Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this agreement or the subject matter hereof; and GeoComm agrees that service by first class U.S. mail to GeoComm, 601 West St/ Germain Street, St. Cloud, MN 56301 shall constitute effective service. Both parties hereto waive any rights to a jury. 3. No Modification. There shall be no modification of this agreement, except in writing and executed with the same formalities as the original. 4. Termination. Either party, upon thirty (30) days written notice to the other party, may terminate this agreement for violation of the terms and failure to cure any deficiency within thirty (30) days after notice thereof. In the event of termination for just cause by the City, GeoComm shall refund all amounts received to that point. In the event of termination for just cause by GeoComm, the City shall forfeit any funds paid. If statutory funding is cancelled, the City may terminate agreement and shall only be liable for services provided prior to termination. 5. Merger. This agreement embodies the whole agreement of the parties. There are no promises, terms, conditions or obligations other than those contained herein, and this agreement shall supersede all previous communications, representations or agreements, either verbal, written or implied between the parties hereto. 6. 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. 7. Relationship of Parties. This agreement shall not constitute, and shall not be construed so as to create an employment, partnership, joint venture or other agency relationship between the parties hereto. 8. Interest. GeoComm hereby waives any and all claims or rights to interest on money claimed to be due pursuant to this agreement, and waives any and all such rights to interest to which it may otherwise be entitled pursuant to law, including, but not limited to, pursuant to the Local Government Prompt Payment Act (50 ILCS 505/1, et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1, et seq.), as amended. The provisions of this paragraph shall survive any expiration, completion and/or termination of this agreement. 9. Severability. The terms of this agreement shall be severable. In the event any of the terms or the provisions of this agreement are deemed to be void or otherwise unenforceable for any reason, the remainder of this agreement shall remain in full force and effect. 10. Compliance with Law. Notwithstanding any other provision of this agreement, it is expressly agreed and understood that in connection with the performance of this agreement, GeoComm shall comply with all applicable federal, state, city and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, GeoComm hereby certifies, represents and warrants to the City that all of GeoComm's employees and/or agents who will be providing products and/or services with respect to this agreement shall be legally authorized to work in the United States. GeoComm shall also, at its expense, secure all permits and licenses, pay all charges and fees, and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided for in this agreement. The City shall have the right to audit any records in the possession or control of GeoComm to determine GeoComm's compliance with the provisions of this section. In the event the City proceeds with such an audit, GeoComm shall make available to the City GeoComm's relevant records at no cost to the City. City shall pay any and all costs associated with any such audit. 11. Laws to be Observed. GeoComm will, at its expense, obtain all permits and licenses, pay all fees, and comply with all federal, state and local laws, ordinances, rules, regulations and orders applicable to GeoComm's personnel and performance of this agreement. GeoComm has an Affirmative Action Plan in place to ensure nondiscrimination and fair hiring practices. 12. Execution. This agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. For the purposes of executing this agreement, any signed copy of this agreement transmitted by fax machine or e-mail shall be treated in all manners and respects as an original document. The signature of any party on a copy of this agreement transmitted by fax machine or e-mail shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed or e-mailed copy of this agreement shall be considered to have the same binding legal effect as an original document. At the request of either party any fax or e-mail copy of this agreement shall be re -executed by the parties in an original form. No party to this agreement shall raise the use of fax machine or e-mail as a defense to this agreement and shall forever waive such defense. 13. Conflict. In the event of any conflict between the terms and provisions of this purchase agreement and any attachments hereto, the terms and provisions of this purchase agreement shall supersede and control. In the event of any conflict between Attachment A and any other attachments, Attachment A shall supersede and control. 14. Payment. City shall pay the total sum of $7,200 on the following payment schedule: • $2,400 — invoiced net 45 days upon completion of software installation and training • $2,400 — invoiced net 45 days at the start of year two software support and maintenance • $2,400 — invoiced net 45 days at the start of year three software support and maintenance The aforementioned total sum is inclusive of all freight, shipping and taxes. The City is a tax exempt governmental entity. 15. Delivery. GeoComm shall complete delivery of all goods on or before June 15, 2022. 16. _Limitation of Damages. In no event shall City be liable for any monetary damages in excess of the purchase price contemplated by this agreement. In no event shall City be liable for any consequential, special or punitive damages, or any damages resulting from loss of profit. 17. Transfer of Title/Risk. Transfer of title, and risk of loss shall pass to the City upon delivery of the goods. All transportation and delivery shall be at GeoComm's sole expense. 18. 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 workmanlike care and skill ordinarily used by members of GeoComm's profession. 19. Changes in the Work. The City 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, or portions of the work. 20. Excusable Delays. Neither GeoComm nor the City shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. 21. Disclaimer of Warranties and 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 consultants, and any of them, to the City and anyone claiming by or through the City, 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 solutions and services delivered by GeoComm hereunder or the use thereof by City, shall not exceed the total compensation received by GeoComm in 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. Except as specifically represented herein, the goods and services provided by GeoComm pursuant to this agreement are "AS" IS" AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, AND GEOCOMM SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON -INFRINGEMENT. GEOCOMM DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN CONTENT; ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM NEGLIGENCE. 22. Disclaimer of Patent License. Nothing contained in this agreement shall be deemed to grant, either directly or by implication, estoppels or otherwise, any license under any patents or patent applications of GeoComm; provided, however, that the City shall have the normal non-exclusive royalty -free license to use that is implied or otherwise arises by operation of law in the sale of a software license. 23. Esri Sublicense Restrictions. Esri Licensed Material is embedded in some of GeoComm's solutions. The following are license restrictions imposed by Esri: a. City is prohibited from transferring the embedded Original Equipment Manufacturer (OEM) license material to any other party. b. City is prohibited from reverse engineering or disassembling embedded OEM license material. c. Esri is not liable for any damages or loss of any kind arising from the City's use of the embedded OEM license material. 24. Insurance. GeoComm has and shall maintain comprehensive general liability and workers compensation insurance for both personal injury and property damage with limits no less than those required by law. Minimum limits for GeoComm liability insurance shall be in the amount of $2,000,000 for any number of claims arising out a single occurrence under a single limit or combined limit or excess umbrella general liability insurance policy. GeoComm waives any rights to recover damages from the City for any injuries that GeoComm and/or its employees may sustain while performing services under this agreement that are in any way a result of the negligence of GeoComm or its employees or agents. 25. Data Confidentiality. GeoComm agrees to review, examine, inspect or obtain City 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 GeoComm shall extend for a period of seven (7) years following disclosure and shall survive early termination of this agreement. All data, whether digital or hardcopy, provided to GeoComm by the City shall remain the legal property of the City, and shall not be distributed, sold or utilized by GeoComm for any purposes other than those defined in this agreement, without the express written permission of the City. 26. _Records Retention and Availability. The City, 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. GeoComm agrees to maintain such records for a period of seven (7) years from the date of termination of this agreement. 27. Notices. All notices under this agreement shall be mailed to the physical addresses listed below: City of Elgin Richard G. Kozal, City Manager 150 Dexter Court Elgin, IL 60120 Phone (847) 931-5590 E-mail: kozal rgcityofel ig•n_org GeoComm Heather Hoskins, Chief Financial Officer 601 West St. Germain Street St. Cloud, MN 56301 Phone: (320) 240-0040 E-mail: hhoskinsggeo-comm.com 4 28. Term. This agreement shall terminate three years after installation or June 15th, 2025, whichever occurs first. GEOCOMM, INC. Heather Hoskins Print Name 4W,�� Signature Chief Financial Officer Title Legal Dept\Agreement\GeoComm-Purchase Agr-1-19-22.docx CITY OF ELGIN -- Richard G. Koza , City anager Attest. City Clerk EXHIBIT A GeoComm Maintainer GIS Data Management Tools Description Total Price GeoComm Maintainer Group Webinar (One-time Toolbar Overview) Included GeoComm Maintainer GIS Data Manager Term Licensing (Qty 1); Year l $1,800 GeoComm Maintainer MSAG Manager Term Licensing (Qty 1); Year 1 $600 GeoComm Maintainer GIS Data Manager Term Licensing (Qty 1); Year 2 $1,800 GeoComm Maintainer MSAG Manager Term Licensing (Qty 1); Year 2 $600 GeoComm Maintainer GIS Data Manager Term Licensing (Qty 1); Year 3 $1,800 GeoComm Maintainer MSAG Manager Term Licensing (Qty 1); Year 3 $600 Tntal� $7,200 Notes: GeoComm Maintainer ArcGIS Desktop (Maintainer) term licensing requires a three- year initial contract term; pricing is based on a three-year contract term. All Maintainer modules are single use licenses. One license is needed per workstation. Maintainer is deployed within ArcGIS. ArcGIS Desktop 10.3.1, 10.4.1, 10.5.1, 10.6.L 10.7. I, or 10.8.1 is a required prerequisite for Maintainer and must be installed on the Maintainer workstation. Maintainer users must have. at a minimum. a basic knowledge of Esri and ArcGIS 10.0 or greater. Fsri training is required prior to receiving Maintainer training. Maintainer Term Licensing includes a webinar overview of Maintainer features and use cases. An City of Elgin representative is required to deploy the Maintainer toolbar in their ArcGIS Desktop environment. Configuration and training on GeoComm Maintainer auto -attribution functionality may be provided upon request for an additional fee. Fees from third party vendors are not included in this agreement. The City is a tax exempt governmental entity. EXHIBIT B SCOPE OF WORK Accurate and current Geographic Information System (GIS) data is vital to successfully mapping the location of the Elgin Police Department's 9-1-1 callers. By implementing GeoComm Maintainer ArcGIS Desktop (Maintainer), GeoComm's Esri-based GIS Data Management system geared specifically toward public safety mapping, the City of Elgin will have a complete toolset for GIS data maintenance. Maintainer combines the tools needed for keeping GIS data accurate and synchronized with the Master Street Address Guide (MSAG) and Automatic Location Identification (ALI) database, into a single, easy -to -use toolset. Maintainer is used daily by GeoComm's own GIS Specialists, which ensures ongoing evolution and enhancement of the product. The following modules will be implemented: • GIS Data Manager: provides GIS administrator with powerful desktop -based GIS data management and quality control tools as well as the ability to track and manage GIS change requests submitted by system users • MSAG Manager for building and updating the MSAG and ensuring high synchronization rates of the MSAG and GIS data Project Approach GeoComm will complete the following phases for timely completion of your project. • Phase One: Project Initiation • Phase Two: Maintainer Configuration and Setup Training • Phase Three: Software Support and Maintenance 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 • City of Elgin responsibilities Phase One: Project Initiation At the start of the project, GeoComm will assign a project team. The project team will be assigned the project elements, both technical and administrative, to ensure timely completion of the project. The team is a combination of the project - appropriate GIS and 9-1-1 systems experts who will collaborate to deliver the required project components. One of the first activities of the project team will be to ensure the team has an accurate understanding of the Elgin Police Department's project objectives. The team will communicate internally to understand the scope of work, project schedule, and individual responsibilities. This is an important step towards successful and timely project completion. 7 Once the team is established and has communicated the project objectives, a project initiation meeting will be scheduled and conducted with the City of Elgin project team. At this meeting, the GeoComm team will present our approach and anticipated project schedule. The meeting agenda will include: • Introductions and identification of project team members and roles • Timeline and deliverable review • Project approach review • Project communication methods Phase Two: Maintainer Configuration and Setup Training An City of Elgin representative will be responsible for downloading and installing Maintainer. An educational Maintainer system setup and toolbar configuration webinar will be provided to City of Elgin system administrators to ensue you have the skillset to successfully configure the toolbar in your Esri ArcGIS Desktop environment. Toolbar configuration and setup must be complete prior to system training being provided. Phase Three: Sofhvare Support and Maintenance Immediately following software installation, software support and maintenance will commence and continue for three (3) years. GeoComm's software support and maintenance includes: • Support Desk Services • Remote Connection Services • Software Updates and Enhancements Support Desk Services Support desk services consist of technical assistance and product coaching by trained, experienced specialists in an advisory capacity via a toll -free telephone number or e-mail relating to the operation of any portion of GeoComm's products. All calls for service are logged in NetSuite, GeoComm's customer relationship management software. Upon receiving communication regarding a software issue, the Technical Support Analyst will work with you to resolve it. If all analysts are busy assisting other customers, a return telephone call will be made. Our response to City issues is fast because GeoComm develops all its software components, trains its technicians on advanced troubleshooting methods, can remotely connect to your system, and are able to interact with your software via the web. This results in quicker diagnosis and call closure. Ultimately, this means less downtime and maximum software functionality benefits. During our regular business hours, 8 a.m. to 5 p.m. Central Standard Time, Monday through Friday, excluding holidays, you will be allowed unlimited toll -free calls and a -mails related to any concern with the software. If the hotline is called outside of regular business hours with non -emergency matters that could be addressed during regular business hours, you will be billed for such calls at a per hour rate (minimum one hour). These fees will be payable, in addition to the normal annual support and maintenance fee, within 30 days of receiving an invoice. GeoComm's response time commitment is depicted in the following table: S Priority Major Impact — Severely Impaired Minor Impact — Minimal De Performance Functionality; Single User Issues Description Response Time Service performance/functionality for all End Less than four clock hours Users is seriously impaired or degraded 24 x 7 Data accuracy is seriously impaired There is no ability to avoid or reduce the effect of the incident via a workaround Service has encountered a non -critical issue with Less than 16 business hours minimal loss of performance/functionality Monday through Friday 8 I Data accuracy is minimally degraded May be j a.m. to 5 p.m. Central Standard Time identified as a functional defect Complete stoppage of a Single End User A partial loss of service for an End User and there is a way to reduce the effect or completely avoid the impact of the incident via a workaround at a reasonable cost Low Impact— Service is unavailable or degraded (not a complete Less than 24 business hours Single User Application I Work stoppage) for a Single End User Monday through Friday 8 Issue There is a way to reduce the effect or completely a.m. to 5 p.m. Central avoid the impact of the incident via a workaround at a Standard Time reasonable cost No Impact Password resets Requests for Less than 48 business hours access rights File restores Monday through Friday 8 !I Issues of similar importance am. to 5 p.m. Central Standard Time Concerns or questions specifically related to GIS can be answered by a GeoComm GIS Specialist but will be billed at a per hour rate with a minimum billable charge of one hour. Remote Connection Services Support also includes remote connection into your software for troubleshooting by Technical Support Analysts. Remote connection services do not cover calls related to issues with other vendor's systems. The standard and preferred method for connection is BeyondTrust over the Internet. BeyondTrust enforces the use of Secure Sockets Layer (SSL) for every connection made to the site. All data is encrypted in transit using TLSv1.2. In addition, GeoComm supports common Virtual Private Network (VPN)s for remote connection. Software Updates and Enhancements GeoComm recognizes the importance of continued software enhancements and innovation. Our software applications are systematically developed to ensure new software enhancements and latest technological changes are incorporated regularly into each of the GeoComm software applications. Our Software Development Team is responsible for staying on top of all industry -related developments and incorporating desirable features into our software family of products. Features incorporated into the latest software releases are based on a variety of factors, such as industry changes, City requested enhancements, and the overall impact to our customer base, etc. GeoComm regularly releases service packs and feature packs containing fixes and new functionality, respectively. Software support and maintenance customers are eligible for receipt of all new service packs and feature packs for the term of their agreement. V] Upon release of a service pack or feature pack, affected and eligible customers are notified by phone or e-mail. Based on the contents, GeoComm Technical Support will determine the most effective method for making the software available. GeoComm .Deliverables General Project Support • Project schedule • Regular status reports and conference calls Maintainer • Maintainer GIS Data Manager Module license (Qty 1) • Maintainer MSAG Manager Module license (Qty 1) • Three (3) years of software support and maintenance services. 10 EXHIBIT C CITY OF ELGIN INVOLVEMENT AND RESPONSIBILITIES We believe our clients play a critical role in a project's success. While GeoComm will lead the project efforts, we will partner with you to ensure you have in-depth project knowledge and are kept informed about the project status and meeting project goals. It is requested that the City of Elgin provide the following general project support: • Assist in coordinating and attend periodic conference calls • Provide pertinent project information and documentation • Assist in ongoing quality control • Provide a single point of contact at the City of Elgin available for communication throughout the project and system implementation • Have standard IT procedures in place including disaster recovery, system backups, etc. • Keep and maintain backup copies of current software and current map data files • Submit required GIS information (e.g. GIS map data, public safety databases, and/or other resources) to our website (htto.,/Iwww._geo-comm_com/data-submission). In addition to the requirements above, the City of Elgin will be responsible for the following project -specific support: Maintainer • Install Maintainer toolbar on user's workstations. • Have Esri ArcGIS Desktop (version 10.4 or later) installed and licensed on the Maintainer workstation. • Esri training is required prior to receiving Maintainer training. • Be experienced in ArcGIS Desktop and GIS in general. Each student should be comfortable in navigating and basic functionality in ArcGIS Desktop. • Have a backup tape or other secure backup system as well as a systematic backup procedure. • Maintainer uses the same hardware used to run Esri's ArcGIS with no additional considerations or additional hardware requirements. It is expected the workstation Maintainer will be deployed on will meet the following minimum specifications: GIS Workstation Software Requirements Software Prerequisites ArcGIS Desktop 10.4.1, 10.5.1, 10.6.1, 10.7.1, or 10.8.1 Microsoft Excel 2007 or higher Operating System GeoComm Maintainer is a 32-bit application but will run on a 64-bit system Installation CD or DVD drive or Internet access for remote installation Remote Access Broadband Internet connection