HomeMy WebLinkAboutC2006-194 - 5/30/2006 - Approved.Application Services Agreement
Fins pplicatioii Services Agi'ecmcnt "Agreement ,. itective as of May 2006 ("Effective Date "), is entered into by
ane between GIS Planning. ine (r ilS Planning t an tile City of Corpus Christi (-Client"). This Agreement describes the terms
and ,traditions ander which r :S t'larning will license lo Client the ,online use of GIS Planning's ZoomProspector software as
hosted by GIS Plannine. tOr use as C ient's ecrnonin development site- selection analysis GIS web site. In consideration of the
prom :.e .nu ip,.n the t rrn and conditions below. the parties agree as follows:
License `cope of Sertices (; S Plannin>> w,11 provide
the application Services with respect 'o the /o nn l'r)spector
ot'ware ( "Appiication services : as tiescrihed :n Seheduie A
attached hereto and in accordanc. w th this A reement In
addition, GIS Planning shall provide professional see v lees to
integrate ZoomProspector as prov ided and licensed as part of
the Services) and the Services w 1th ('lient's data (the
"Integiation Services" ! the Application Services and
Integration Sen. ces are hereafter co lectivelk -eferred to as
.Sep ices." Subject to the terms Of this Agreement_ and upon
pa} i :Cnt in full GIS Planning grams to Chem a personal.
nontransferable ionsubhcensab,e, none xcluslvc :invited
license to use the /oomProspectoi sottware tunction:nity only
as Hart of the Ser v ices. and use ans so'tware created. made. or
pro hied with Integration 5ervie.. °s only ;,s par nt the
Se!, i. es. and only for Clients ov'1 t:se and no on behalf of
thi: Ji parties. in accordance iocumenr:tion provided
S Planning_ ;sent agrees that it -hall not eistrihuie rent.
es: ease, license_ assign t't .,' ierwis, transfer ill ram, part
at" Ave Services nchiding me lot liii.lied !, ai y ware or
ass. =c cited doct ie?-station to an, third am.
X11 'tanning w ,1 :'etain the sole and yelusive night n :,intro)
and ,i rect the gamier or paeans by which the Slav gees are
pe=iormed, andnav emploti of suhcortract others itl, :- espect
o Such Service- Am changes it additions t.s the Services
required by Cheat must he agreed upon in wriring signed by
both parties he event _ changes or additions to the
Seer rtes_ Client shah accent such modifications or alterations
A) We fees costs. time oe performance and „fanner of
neetortnance. as nilS Planritng shall prompth idcnul, , .lient
is citing Iron tFe accepted e Hai =ees
Client's Duties and Resapor sibilities
Data and information. Client shall make available in a
manner at no charge to (i1S Planning all echnieal data.
programs, files .tocumentation sample output. nr other
information and resources teasonanly required i . GIS
Planning for the nertorman. e oe the St rvices inc ludurr: but not
limited to tier !tames ewall eontigur tion , :nd 1P
addresses, and ht Business :)ma ,,:scribed r, 1 ymbit A.
Paragraph 6 t ;ier:t will he -esponsihle tor. and asst:r°aes the
risk of any problems resulting from the content. accuracy.
completeness and consistency al all such data. materials and
information supplied by ('lient. __ lie it shall cooperate with
)Is Planning and provsdc such issi.tance as GIS "fanning
:easonabl* redaest ir; (onnectic ;t with 1 1 S dunning''
to obtaii. 01 conserts..:pp-ov, is and auihor:z ;,tions of
nil , .)c'.neratio Ynf?3 th rci ti, l- °M " t:\ b,_ necessary or
2006-194 contemplated by
O5/30/06 ' (including those
\12006- 163
Is Planning
above and beyond GIS Planning's quoted costs) and including
added time resulting from Client's failure to meet its
obligations
Fees and Payment.
Fees. The fees for a specific project shall be specified
in Exhibit A. Client shall pay GIS Planning fifty percent
150° 0) of the initial project fee upon entering into this
Agreement and before commencement of Services by GIS
Planning. and the remaining balance no later than thirty (30)
day, from the completion of the data integration and start of
application services. Additional fees may be incurred on a
time and materials basis for consulting services in accordance
with the rates set forth on the applicable Statement of Work.
(GIS Planning's fees are based on information provided by
lient. Client accepts full responsibility for additional fees
ncurred based on the inaccuracy of such information. The
annual application services renewal fee, if any, as set forth in
F xhibit A. shall be paid thirty (30) days prior to the end of the
then current term l'he renewal fee may be changed after the
lest renewal perioc
Expenses. Client shall reimburse GIS Planning for all
reasonable out -of- pocket expenses actually incurred by GIS
Planning in performance of the Integration Services.
Taxes. if ( lient is not a tax - exempt entity, Client shall
pay or reimburse any and all federal, state, dominion,
pro. incial or local sales, use, personal property, excise, or
Alta r taxes. fees or duties arising from or related to this
agreement (other than taxes based on GIS Planning's net
ncome
4 Late Payment. GIS Planning may cease performance
of Services at any time if payment is not timely made. In
addition. after Client has accepted the integration of their data
with ZoomProspector. Client shall pay GIS Planning one and
,me-half percent (t ; °io) interest per month on the outstanding
balance of any fees or expenses not paid within thirty (30)
days of the due date provided GIS Planning is not in breach of
;his Agreement.
d. Ownership. As between the parties, title to and
ownership of the Zoom Prospector software and Services,
methods. technology, and all proprietary rights therein, any
accompanying printed materials and all copies and portions
',hereof including but not limited to source and object code,
specifications. designs. processes, techniques, concepts,
improvements, discoveries, and inventions made or developed
in connection with the Services (collectively "Work Product ")
shall he and at all times remain with GiS Planning. Nothing in
this Agreement shall grant to Client any ownership or title to the
work Product. nor limit GIS Planning's ability to use Work Product
or other projects Work Product does not include content provided
( tient, such as mformanon about phv sical properties or brokers.
Confidential Information.
Each party ( "Receiving Party.) agrees Li keep
.cntidential and not disclose or use es cent in perf)rnnance of its
obligations under this Agreement, confidential or proprietary
niormation related to the ether party's ("Disclosing Party")
reelmology or business. including, out not limited to: information
elating to products or technology of tie Disclosing Part\ or the
on iperties, composition, structure use or processing thereof.
..omputer programs, code, algorithms, schematics, data, know -how.
,processes, ideas, inventions. and other te. hnical. business, financial.
.end product development plans. orecasts. strategies and
trtormation (all of the foregoing,. "Confidential Information' Each
martt shall use reasonable precautions to protect the other's
untidential Information_ confidential Information ,hall not
„rn lude information the a) is in or enters the public domain
including in reasonably available public or government databases
through no improper action or inaction city the Receiving Party; (b)
o as rightfully in the Receiving Party's possession or known by it
,snot to receipt Mom the Disclosing Party: (c) was ightfully
disclosed to he Receiving Party by another ;person ithout
restriction; or td) was independently developed h' the Receiving
Party by persons •,vithout access to suer information anc without
.at.- of any Confidential Information of me Disclosing Party Each
nary may disclose Confidential lnIom ttion that it required to be
disclosed by ti noun or other adjudicative body provided that
reasonable measures are taken to minimize disclosure and guard
against further disclosure. and also provided that the party _ones the
other party prior written notice of the proposed disclosure to allow
-lie other party di seek protection for the t ionfidential Infionn,ition.
Warranty Disclaimer; Limitation of Liability. GIS Planning
dill use reasonable commercial efforts to provide the Ser.ices in a
iirofessional and workmanlike manner. (,IS PLANNING MAKES.
\NI) CLIENT RECEIVES. NO W ARR,ANTIES OF ANY KIND,
I\PRESS, IMPLIED OR STATUTORY, ARISING IN ANY
\AA OUT Of RELATED T0. OR UNDER THIS
AGREEMENT OR THE PROVISION OF MA FERIALS OR
SERVICES i I IERE( NDER. AND GIS PL; >NNENG
sPI;CIFICALL 4' DISCLAIMS ANY IMPLIED WARRANTY
)T MERCHANTABILITY OR FITNESS FOR A PAR FICi LAR
RPOSE. In addition. CLIENT AGREES THAT GIS
PLANNING'S LI.ABILIT'\ FINDER PHIS AGREEMENT IS
IMITED TO IHI: AMOUNT PAID FOR SERVICES. IN NO
\ ENT SHALE GIS PLANNING H AVE ANY LIABILITY
FOR ANY SPECIAL, INDIRECT, )R CONSEQUENTIAL
DAMAGES INCLUDING, WITHOUT i,IMITAHON,
DAMAGES FOR LOST PROFITS, LOSS OF DATA OR COSTS
O1; PROCUREMENT OF St `BS.I'ITUTE 1-300DS OR
SERVICES, ARISING IN ANY WAY OF. T OF THIS
GREEMENT t INDER ANY C Al SE 1 )F A( 'PION
Term and Termination. This Agreement NA, II! take effect on
lire Effective .')ate and will remain in effect. unless earlier
terminated in accordance herein for one vear At the en,i f the
first one -year term. this Agreement will be renewed for an
additional 3 Years upon the mutual agreement of the parties. GIS
Planning shall notify Client in writing 30 days before the renewal
period of any budget changes which results in an increase to the
budget for the renewal periods. Said costs include, but are not
limited to: demographic data costs, business and workforce data
costs. consumer expenditure costs, business competition/synergy
database costs, and Class A quality Data facility/Intemet bandwidth
tees. Client may, at its discretion, allow the Agreement to become
terminated as a result of this notification or incur, at Client's
expense. additional applicable costs directly associated with the
expenses listed above. Notwithstanding the foregoing, GIS
Planning may immediately terminate this Agreement if GIS
Planning determines that Client has failed to comply with any of the
terms and conditions of this Agreement, or may terminate for
:onvenience provided that GIS Planning offers Client the
opportunity to license the ZoomProspector software directly at a
commercially reasonable price. This Agreement may be terminated
by either party if the other party (i) fails to pay any amount due
under this Agreement within ten (10) days after written notice of
such nonpayment, or (ii) commits a material breach of this
- Agreement, which breach, if capable of being cured, is not cured
within thirty (30) days of written notice of termination. Termination
by any means will not affect the provisions of this Agreement
relating to the payment of amounts due, or the provisions of
Sections 4, 5. 6, 9 and 10 of this Agreement, all of which will
survive termination of this Agreement, regardless of the reason for
termination. Upon termination, all licenses and rights granted
hereunder shall terntinate, and Client shall immediately return to
ilS Planning, GIS Planning's proprietary and confidential
information, including the Software, if any, and all copies and
documentation of the foregoing, along with a signed, written
statement certifying that Client has returned to GIS Planning, and is
no longer in possession of the foregoing items.
Government Use. If Client is a unit or agency of the
dosernment, or purchasing Services with government funds, the
Services are provided subject to GIS Planning's standard
commercial terms, set forth in this Agreement.
o Reference: Client agrees that GIS Planning may identify
Client as a customer on its brochures, websites, and other marketing
materials. and describe the project and Services provided by GIS
Planning to Client. Client agrees to the inclusion of the following
statement in the application "Application Developed by GIS
Planning" with the (GIS Planning logo and a link to the GIS
Planning web page.
i 0. General Provisions. This Agreement is not assignable or
transferable by Client, and any such attempted assignment or
transfer shall be void and without effect. Each party will be and act
as an independent contractor and not as an agent or partner of, or
joint venturer with, the other party for any purpose related to this
Agreement or the transactions contemplated by this Agreement,
and neither party by virtue of this Agreement will have any right,
power or authority to act or create any obligation, expressed or
implied, on behalf of the other party. This Agreement shall not be
governed by, and shall be construed without regard to, the United
Nations Convention on the International Sales of Goods. In any
uction to enforce this Agreement the prevailing party will be
entitled
and atttTile,s' lees I le `xal.er h enier part' of a
of this \i eemcnt an' rmht hereunder ,bail not
Jute rt and sibs yuent ht ach this
ao either party an)
V,'reemer t operate • a ■kaf‘,r o „:rr. such
rgr i an) pr,,, Hon n' this Agr,,en nt shall Le a. ,r.:Led h\
_outrt of c,‘mpetent jitrisaict on !o he umntorc.:ahie or
m\ :.litd. that pr,wisron shall be lumit,•d or elirnnate. :o the
rnirlirnum extetl: aecessary so ,hat this Aureemen, shall
othetw ise rernan= i;, full force and effect and enforceable This
Agreement constitutes the entire agreement between the
GIS Planning,
B)
Name t print): Pa
Cttie _ Pre
Monzon
dent
parties hereto related to the subject matter hereof, and any and
all written or oral agreements are expressly cancelled. Any
modifications of this Agreement must be in writing and signed
��. both parties hereto. Pre - printed purchase order terms and
in , other additional terms. and any terms in conflict with this
\ reenlent ;hall be void and of no effect.
Client (City i Corpus Christi)
B': �it�
Name (pr' )fp
I i t l e . '410_1 h r-
ti
Approved as +a form: - j
Ltia
Asp ='aru Gin/ Attorney
For City Attorney
4Y COWIC4l..
EXHIBIT A
Statement of Work
Application Services:
he application services shall be defined as a web-based application service that offers ZoomProspector
, oftware functionality ,tn a hosed or = aulwurced basis. ZoomProspector will be hosted on servers with an Internet
service ptov der or hosting `acre :ty that ( S- Panning use
r oomProspector firnct onality include the follow ing features:
• Available Property Site Selection Query web site users will be able to search for available commercial
property based on user- defined information such as minimum and maximum size and type of use.
• Property Reports web s to users v 111 he able to generate property reports for available properties.
• Dynamic Demographic Analysis web site users will be able to generate user - defined demographic analysis
from. any available property within the Project Geography.
• License of Demographic Data from Applied Geographic Solutions data will include demographics,
consumer expenditures and business workfowce data
• Dynamic Business Reports -tti eh --ate users will he able to generate user- defined business reports from any
available property within the Project {ieography.
• Dynamic Mapping Deb site users will 'lave the ability to zoom in'out_ pan and identify information on the
map
• Online Management system for Real Estate Professionals to list Properties — web site users who are
authorized real estate professionals marketing available commercial property will be able to add, delete and
update information about t•ieir properties through a user - friendly web page or site using a login and password
system
Staff Online Management System .+ cb site users who are Client staff will have access to application
serv,ce, namely. ,tse of the ZoomProspector software on a hosted basis. that will provide them with complete
access -,_t the property data for addition. deletion and maintenance. Client staff will also use the application
ser\ cep and or weh site to give real estate professionals access to use the application services for the purpose of
reviewing, adding. deletin and L.rpdating information about their properties.
• Application Interface - the application interface will be created following a design similar to that shown as
Exhibit B The application Interface .vill include color customization and insertion of the Client logo.
Several' the above features ar described in more detail below
available Property Site- Selection Quern
'oomProspector the web site user the ability to search and select available property or buildings
Idle Project Geography based on size and type (e.g. office, retail, industrial, vacant land, etc.) of space.
\s a result of this search the LoomProspector software will compile a list of locations which match the
dentified characteristics and display them to the web site user. When the web site user clicks a hyperlink
cur the propern in wh ch s he is interested, the selected property will be shown on the map and a property
eport will appear with the eha:-actersties of the space (e.g. size. address, zoning, contact information,
.escription
Property Reports
after a property is fouad through the site selection process and the web site user selects it, ZoomProspector
vill generate a property report that can include real estate professional - submitted graphics. Web site users
he able to select any available property in the Project Geography and be able to view a map depicting
to available property Information in the property report can include. but is not limited to:
• Commercial Property Protect Name
• Picture submitted by real estat )rofessional o staff
• address
• Property vpe (e.g otti, e. industrial. retail. warehouse. vacant land, etc.)
• Land se
•
lotai Site Sic_
• Other ler;ant;
• Property desci iption
• Broker Property contac, inlornration as link this will show the broker name, company, address,
telephone fa and e -mail)
• web Page Links
he data described in the property reports may need to be entered when a property is added to the database.
'some data can he Generated automatically if it k included in the Project Geography's GIS database.
The Dynamic Demographic Engine
/oomProspecwr services will give the web site user the capability to dynamically generate demographic
eports for any available property within the Project Geography. Web site users can create demographic
eports based on he own user - defined distance from a property_ Demographic reports can include
Ientographc. income. onsumer- expenditure and workforce information.
location- specitic demographic racial reports can include radii distances of up to 20 miles around the
ivaalable property he drive -time demographic reports can include drive -times distances of up to 30
ittinutes around the available proverty
The Dynamic Business Report Engine
'oomProspector services will give the weh site user the capability to dynamically generate business reports
or any available property within the Project Geography. Web site users will be able to see the locations of
businesses on the nap color -coded by industry Website users will also be able to view tabular business
rata in the business report h■ number of businesses by industry
Online Management system for Real Estate Professionals to list Properties
.he real estate professionals' site is a web page where real estate professionals (like brokers or property
,wners) may add an available property delete a property that has been leased or purchased, and modify
nformation for a property. To help avoid conflicts between brokers, ZoomProspector will provide for
ndiyidual security lo gins and passwords so that only the real estate professional who added the property,
.:no who has he appropriate and password. should be able to view or delete the property.
/orrmProspector w. ill tlso ehec for the ID of the broker before deleting information. A login and a
password will also be required in order to add or delete a property. A user - friendly web site or interface
ii be used it,, make adding. deleting cr modifying a property relatively easy for the broker.
Both the Brokers iogiii database ano Property Listing database will he maintained on a server running the
y,pplicatton Servick :s
!sro,ers caii also add one photo that wit i appear on the property report. In addition they will be able to add
ap to 2 more digital files related _o the property which can include photos or documents. The supported file
.extensions for these tw.) additional tiles are *.gif. " jpg. or *.pdt: A file size limit will be required for each
'The Staff Online Management System
7oomProspector provides a web -based interface for the system administrator(s). This Staff Online
Management System page will allow the operator to add and delete real estate professionals who may list
:a onerties on Client's site. and _tssi_r them login and passwords from any computer connected to the
at; rnet Ail login, an I passwoids he stored iti a secure database. Client will be able to monitor all
•-ror)erties through he ‘dm in str uioi
AVeb site users refer,; to end users accessing lient.s website who have the necessary and adequate hardware,
software and Internet conne;tio =1 services to access and use most commercial Internet sites.
Service Leti'el
l Plannine will us, commer: iall reasonable efforts to make ZoomProspector Application Services
available and online at ;east ninety -tive percent 05°o) of the time. Customer agrees and understands that routine
maintenance by GIS Planning oy its internet service provider or hosting facility' may cause temporary downtime, and
that loss .if , onnectrvity by Client to the hosted system due to reasons which are beyond GIS Planning's control,
such as problems with Client's personal computers or the network between Client and GIS Planning's internet server
hosting iiscil.ty. Inav arise and that (lS Planning ;hall not he responsible for such loss of connectivity or any other
oss olconne tivity 'ha; s hevo id GIS Plannr 1_' reasonable control.
Timeline
he timeframe fo, developing the Software shall he three months from the Effective Date of this
\greement and all Data t o tie Provided BY Client (Section 6) has been delivered to GIS Planning.
.1' Planning will .rse as management process to ensure smooth and rapid implementation. GIS Planning
Hill work closely. with Client to design and formally capture all the specifications before Software integration starts.
ilS Planning will then track at v modifications deeded and their completion across two review cycles that lead to
he final software
eloping the Software in three months is dependant on Client, ability to turn around information
-equests ir: a timely manner Delays in Client feedback may delay the Timeline
he application service will he provided after development of the Software.
4. Additional Services
wept for services identified above in his Exhibit A. any additional custom functionality, data preparation,
design of complementary web pages. changes to the existing interface, maintenance, new services requested, travel
and time ; 'Additional Services- i will he charged at a consulting fee rate of $150 per hour plus expenses for calendar
-ear 200r Client shall make arty request for Additional Services in writing and the parties shall agree to additional
services ire writing (including by e -mail) prior- to performance of the Additional Services. The hourly rate for service
s subject to change. in vthich c ise client shall hr notified and approve of change before work is performed by GIS
Planning
5. Project Geography
he content of the application services will cover the geographic boundaries of the City of Corpus
Christi, wvhich is an area wish a population of no more than 350,000 people_
6. Data To Be Provided By Client
he following is a ist )f the nunimurn data that needs to he provided by the Client to GIS Planning at the
initiation of project work
t I, Data
n1
• Ore 1sMapefile format digital tile with all parcels to be included in the project area. The parcel
database :nu>: include a corresponding address for parcels_ If the shapefile does not have a
. otTesporidinL address for parcels a parcel -to- address database must be provided.
•
(11S avers (up to 6: to be ■.i,naed in the application such as zoning, utilities, traffic counts, and
redo. c opmert project incentive areas. These should cover only the project area geography.
• Acriai photographs for he project area (if available).
• Major Str.ets & street centerl re Shapefile
• 4ddress aatabase or address er (if parcel Shapefi le does not include addresses)
'iu,nness Data
• One t Shapefile of all bustnes.ses to be included in the project area. The database should include
at a minimum the business name, business type /industry. and address or parcel number. This
database musi be able tr be geocoded to the GIS parcel Shapefile mentioned under GIS DATA.
;raphic linage,
• Anv graphic mages such as r logo. photos. or illustrations which can be used in the application
interface
data manipulation or changes to the data are not included in this scope of work.
Bent may update data such as Shapeiiles and data four (4) times per year. This data must be placed on a
CD -ROM and mailed to GIS Planning. the new tiles will be uploaded to the server. Client may use up to 10 GB
aa~f aerial ■magery and 1 GB of data of total storage on the server. Client understands and agrees that Data may be
_rsed in connection with °-egtonal, state, of national GIS applications and services that are provided by GIS Planning
:o promote (.115 Planning's cher ts' available properties.
Fees
initial Project Fee tdevelopment and hosting for initial term): 5 33,600
\nnual Renewal hoe tier Application Sc r. ices: S 27.600
Internet License for Database of Businesses in the City of Corpus Christi: S 1,000
13 549 total h'rsiness as of 3 17 2006
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