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Moving Forward with GISTHE CTTY OF ~ Dubuque nia DUB E i 1 Masterpiece on the Mississippi 2007 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Moving Forward with GIS DATE: March 27, 2009 GIS Coordinator/Analyst Nikki Breitsprecker is recommending acceptance of a proposal from Environmental Systems Research Institute (ESRI) and authorization to negotiate and execute an agreement to create an Enterprise System for the Geographic Information System (GIS), including a GIS Visioning Workshop, at an estimated cost of $25,452. She is also recommending purchase of a separate ArcGIS Server to support the GIS system, at a cost of $29,096. Funds are available from savings from the 2007 Orthophotography Project. I concur with the recommendation and respectfully request Mayor and City Council approval. Mic ael C. Van Milligen MCVM/jh Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager Nikki Breitsprecker, GIS Coordinator/Analyst THECTTY OF Dubuque I)UB E ~'~~ 1 Masterpiece on the Mississippi 2007 TO: Mike Van Milligen, City Manager FROM: Nikki Breitsprecker, GIS Coordinator/Analyst SUBJECT: Moving Forward with GIS DATE: March 19, 2009 BACKGROUND Over the past three years, the City has been steadily increasing the accuracy and functionality of our Geographic Information System (GIS). I've been working closely with several departments to enhance their existing data sets, create applications that assist them in their daily activities, and provide their staff with the tools they need in order to make better decisions. The City took a big step forward a little over a year ago when you approved the City entering into an Enterprise License Agreement (ELA) with Environmental Systems Research Institute (ESRI), our software provider. This ELA gives the City unlimited licenses of GIS software and access to a variety of extensions which enhance our ability to work with our data. The largest advantage of the ELA is the licensing. Prior to the ELA, we had several GIS users who were not able to access a license of the software because others were using those licenses, or just keeping a license open for their use at a later point in the day. Now, all GIS users have access to the software as they need it - no more waiting or sharing licenses within their departments. As a part of this ELA, the City also was able to upgrade to a license of ArcGIS Server Advanced Enterprise. This component of our GIS is made up of several different applications -most importantly SDE for data management and server applications which will allow me to create more simplistic, more refined applications that would be available to the non-GIS City staff users and also for the public through the City's website. DISCUSSION The City's GIS is ready to be taken to a new level - an enterprise system that will truly benefit every department and provide so much more than just "pretty maps," as some perceive. This enterprise system is one of the goals of GIS for this City -but it is going to require substantial buy-in and support from all City departments. It will also require some outside assistance with installation and configuration so that it can run efficiently and effectively. Both Information Services Manager Chris Kohlmann and I have been in conversations with ESRI regarding the best route to take for transitioning our data from its current format into something that is truly an enterprise GIS. ESRI provided three proposals outlining those steps in the process we felt the City would benefit most from in implementing this system: Enterprise Consulting, Geodatabase Consulting, and Server Install and Configuration Support. Along with Chris and myself, the proposals were reviewed by Public Information Officer Randy Gehl, Joe Pregler from the Information Services Department, as well as Dubuque County GIS Coordinator Jeff Miller and Dubuque County Network Administrator Alan Grant. From those three proposals, we felt the Server Install and Configuration Support would be the most beneficial to achieving our goals in GIS. Dubuque County staff was included in proposal review because they were interested in what type of assistance ESRI would offer regarding ArcGIS Server implementation. The County also shares the City's goal of taking GIS to the next level within their organization, and recognizes our efforts need to be combined to continue our successful partnership. GIS Visioning Workshop In addition to the work with the Enterprise implementation, ESRI has also offered to come to Dubuque and conduct a free GIS Visioning Workshop. This workshop would be a two-day event typically running from 8:30-3:30 and would require the attendance of department heads and possibly one member of their staff who is familiar with GIS now. The attendance of the department heads is crucial to the success of this Visioning Workshop because it is their direction to their department that will in essence affect the uses of GIS within the City. Every department has taken advantage of GIS in some capacity during my three years here; we are now at the point where we need the involvement and support of department and division managers to move this forward. I would also recommend partnering agencies to the City, including GDDC, Dubuque County, and ECIA, be involved in this process, as they are involved in different capacities with our GIS, as well. If you approve of my recommendation to host this workshop, I would request that the following staff members be required to attend: Barry Lindahl, Legal Department Bob Green, Water Department Mike Brekke, Water Department Chris Kohlmann, Information Services Joe Pregler, Information Services Cindy Steinhauser, City Manager's Office Dan Brown, Fire Department Mark Ludescher, Fire Marshal David Harris, Housing & Community Development David Heiar, Economic Development Aaron DeJong, Economic Development Don Vogt, Public Works John Klostermann, Public Works Gil Spence, Leisure Services Bob Fritsch, Leisure Services Gus Psihoyos, Engineering Department Steve Sampson-Brown, Engineering Department Jeanne Schneider, City Clerk Jenny Larson, Budget Director Jerelyn O'Connor, Neighborhood Development Specialist Jonathan Brown, Water Pollution Control Plant Kelly Larson, Human Rights Ken Tekippe, Finance Kim Wadding, Police Department (or internally-nominated individual due to the Chief's pending retirement) Laura Carstens, Planning Department Mark Murphy, Emergency Communications Mary Rose Corrigan, Health Department Mike Van Milligen, City Manager Randy Gehl, Public Information Officer Randy Peck, Personnel Rich Russell, Building Services Bob Grierson, Dubuque Regional Airport Sheila Samuelson, Sustainability Coordinator Susan Hendricks, Library Teri Goodmann, City Manager's Office Tom Berger, Emergency Management Tim Horsfield, Parking Division Jon Rodocker, Transit Division From the GDDC: Rick Dickinson Dan McDonald From ECIA: Jake Ironside Chandra Ravada From Dubuque County: Jeff Miller, GIS Coordinator Donna Smith, County Supervisor Eric Manternach, County Supervisor Wayne Demmer, County Supervisor Denise Dolan, County Auditor Alan Grant, Information Technology realize this is a large group and involves a significant investment of their time, but it is vital to the future of our GIS. I feel the need to reiterate that this GIS Visioning Workshop is not a "dog and pony show" telling our department managers the "wonders and awes" of a GIS system; it is designed to engage them in the process and development of the future of GIS for this City. If we do not have participation and support of all departments, we are never going to attain our goal of an enterprise GIS system. I also feel the need to stress the importance of participation by department managers. This participation may need to be reinforced with your direction. anticipate, due to busy schedules, that this Visioning Workshop would take place sometime in May 2009 or June 2009. I would like to get it scheduled as soon as possible so schedules do not fill up as they always do. The training would be held at the Fire Training Facility pending its availability, as that venue would provide us ample room for small group breakout sessions and parking. A copy of the GIS Visioning Workshop has been attached to this memo for your review. ESRI also provided two copies of GIS Visioning Workshop Reports -one for Johnson County, IA, and one for the North Kentucky Area Planning Commission. These reports are the results of each entity's GIS Visioning Workshop. If you would like to review either of these documents, please let me know. Server Install and Configuration Support In the second part of this GIS transformation, the City would purchase consulting services from ESRI including ESRI staff coming on-site to configure and install the City's ArcGIS Server application. This would ensure our server application would be installed and configured in a manner that will best suit the applications we anticipate running, and will also allow our Information Services staff time with ESRI installation professionals to learn the best practices of maintaining and hosting the ArcGIS Server application. Having ArcGIS Server installed and running is a critical component for our GIS for the following reasons: • ArcGIS Server will allow our users to edit geodatabases (collections of our GIS data) simultaneously. This issue is a top priority for GIS efficiency. Currently, only one person can edit a geodatabase at a time. This causes a lot of problems for several departments. For example, there are four existing database editors in our Water Department. If two or more of them need to edit their data, they have to coordinate amongst themselves, which is inefficient. They are not able to get large amounts of data editing done on a regular basis because they are constantly sharing the ability to edit the geodatabase of water data. • ArcGIS Server will allow the GIS Coordinator/Analyst to create map applications for in-house use. There are several departments who are using afull-blown GIS application, but are really in need of something much more simplistic: a simple viewer that allows them to quickly identify information on a map such as parcel ownership or utility account information. ArcGIS Server will allow me to create simplistic applications that can be accessed on all computer terminals in the City -with no need for a full-blown license of GIS. • ArcGIS Server will allow the GIS Coordinator/Analyst to create web-based mapping applications. Much like the internal mapping applications, Joe Pregler of Information Services or I will be able to create web-based applications that can range from a simple map viewer to be placed on the City's website, to something more dynamic for economic development activities. These viewers can be made available to the public or they can be locked down with security passwords for private use. These security-protected applications would be useful to staff, as well - if there is a water main break at 2 AM, they will not necessarily have to come into the office to see which valves need to be turned off. They will be able to access an application from their home computer or computer in the field enabled with wireless networking which will tell them the same information they'd see on their GIS desktop application. Also in the realm of possibility would be a 3D application that would be served via the Internet and consumed by anyone wanting to see Dubuque's wonderful topography. On top of this, we can overlay our roads, aerial photography, and even 3D buildings. It would give potential visitors and developers abirds-eye view, literally, of what Dubuque has to offer. • ArcGIS Server will allow field staff to update our GIS database via cell- phone/wireless connection. In FY2009, some city departments incorporated GPS units and mobile GIS mapping into their daily activities. Applications written for ArcGIS Server will allow the City to take data editing a step further -not only will it allow anyone with a smart phone to have GIS capability at their fingertips, it will also allow some of our departments to take advantage of their smart phones for GIS editing capabilities. For example, firemen who are in the field flushing hydrants could immediately update the water department's GIS data with the data of the flushing and any problems they noticed during the process. The cost for this part of our Enterprise GIS transition is estimated at $29,096, which includes preparation, travel, on-site support for up to 5 consecutive days, and follow-up support. This price was contingent on the City also accepting the Enterprise Consulting proposal, which we chose not to do. The fee for that service was $25,452. Both proposals are attached to this memo for your review. The fee for this Server Install and Configuration Support can be covered using savings from the 2007 Orthophotography Project. The original amount budgeted for that project exceeded $225,000, and we will have $58,903 left in that budget after this spring's flight. The cost of the Enterprise Consulting and Server Install and Configuration Support totals $54,508, which is less than what is left from the flyover. Ideally, this ESRI assistance would take place this May or June. That would give me some time to finish up our data model and data cleanup, also get the system online prior to July 1 and the start date of the GIS Specialist in Water Distribution. The City of Dubuque has invested over a $1.5 million in our GIS and networking to allow departments to utilize GIS over the past twelve years. The implementation of ArcGIS Server is a crucial part of our GIS future successes. If we are unable to implement ArcGIS Server in a relatively quick timeframe, it will cause more inefficiencies in several City Departments, most notably Water Distribution, Engineering, Public Works, and GIS. It will also inhibit our growth in expanding our data management services and applications both internally and externally. ACTION ITEM respectfully request the City Manager's approval to move forward with the planning and scheduling of the GIS Visioning Workshop for City staff, and also the approval to hire ESRI for Enterprise Consulting and Server Install and Configuration Support services, for a total cost of $54,548. I would be happy to meet with you and other staff to further discuss these requests. CC: Information Services Manager Chris Kohlmann Public Information Officer Randy Gehl Att: GIS Visioning Workshop Server Install and Configuration Support Enterprise Consulting Ms. Nikki Breitsprecker GIS Coordinator City of Dubuque City Hall Annex 50 W 13th Street Dubuque IA 52001-4805 Dear Ms. Breitsprecker: Brian Hiller your Account Manager indicated that the City of Dubuque and Dubuque County might be interested in conducting a GI5 Visioning Workshop. ESRI is pleased to provide this workshop as a free service to help you develop a consensus on the future application of GIS technology for the City and County of Dubuque. We hope we can assist you in accomplishing your objectives through the use of short overview presentations and a series ofconsensus-building group techniques. Our goal will be to identify a series of application requirements and implementation priorities that can be shared with your local elected officials. I have enclosed a draft agenda for the workshop for your review. Please do not distribute the enclosed agenda, as most of the notes are for your information: if we facilitate a GIS Visionin>? Workshop we will provide a simpler version of the agenda for distribution. It is important to keep in mind that a GIS Visioning Workshop is specifically designed for local officials, city and county executives, and department directors who are ultimately responsible for GIS policy and direction within the community. Their involvement and commitment to the workshop is critical to its success. Due to the nature of the Nominal Group Techniques (NGT) that we will be using, we need to limit the size of the workshop to no more than 25 executives, department heads, or designees that have the authority to make information system decisions for their respective organizations or departments. We will require the following logistics for the workshop: One large off-site meeting room or rooms, large enough to accommodate up to five small break-out group sessions. 2. Five easels with markers (I would recommend getting 3M Post-it Easel Pads, if you can, so we can hang the work sheets on the meeting room walls). 3. Continental breakfast and boxed lunches for each participant on both days of the workshop. 4. Screen, overhead projector; and ahigh-resolution projection system. We will provide the high-resolution projector. 5. Copies of ESRI's Measuring iJp book. The book provides a good overview of the Business Case for GIS in local government. We will provide you with 25 complementary copies for the workshop participants. 6. Copies of Beyond Maps: GIS and Decision Making in Local Government. This is an excellent book that focuses on the effective use of GIS in Local Government. We will provide you with 25 complementary copies for the workshop participants. ESRI - St. Louis 820 South Main Street, Suite 207, St. Charles, MO 63301-3306, USA• TEL 636-949-6620 • FAX 636-949-6735 • www.esri.com Ms. Nikki Breitsprecker February 24, 2009 Page 2 If you have any questions regarding the logistics, please call me at (636) 949-6620 x 8514 or Brian Hiller at (913)383-8235. For your information, I am also sending you a couple copies of the GIS Visioning Workshop reports that we have done for other communities. Please feel free to contact the workshop coordinators if you would like some feedback on the value of the workshop to their organizations. Below are some comments from past workshop attendees: "The session we had worked very well. We had everyone that could possibly have a use for the GIS system in attendance, including elected officials. It provided a mechanism for us ire dept) to understand the needs of others as well as they got a good view of our needs. We also learned a few things the system could provide to us that we didn't fully understand prior to the session " Terry Lewis Fire Department Chief Henderson, Kentucky "I found the workshop to be very helpful. We have implemented, or are still in the implementation phase of, recommendations that came from the visioning process. It also allowed the group of people invited who were not aware of GIS an excellent educational opportunity. I have been considering afollow-up session "Where the Vision is Today" to see how many of our goals have been met and where we need to consider new Visions. I highly recommend the Visioning Seminar. " Mike Former GIS Coordinator City of Springfield, Missouri "GIS is not an academic exercise in Louisville; rather, it is a workhorse and a vital component of our community smission-critical workflows and decision making processes. The GIS Visioning Workshop helped raise the level of awareness and discussion about our diverse uses of GIS and will serve as a foundation for strategies and programs to better meet our partner agencies' needs in the coming years. The workshop also reinforced the notion that our LOJIC GIS is a shared community asset and that all of our partner agencies have a stake in its continued success. We also view ESRI as a partner in this important work, and we appreciate your efforts in making our GIS Visioning Workshop a success. " Curt Bynum LOJIC GIS Coordinator Louisville, Kentucky "I believe that this workshop was exactly what Link-GIS needed to get us jump started and looking toward the future. Your expertise as a facilitator was wonderful. I appreciate that ESRI made you and your skills available to the Link-GlSpartnership. We are excited to receive the report and get moving onward and upward!" Trisha W. Brush, GISP Deputy Director GIS Administration Northern Kentucky Area Planning Commission Ms. Nikki Breitsprecker February 24, 2009 Page 3 Ms. Breitsprecker, Brian and I look forward to working with you on a workshop. We welcome the opportunity to help the City and County of Dubuque team develop a common vision of the promise of Enterprise GIS for the community. You are at an exciting crossroads; hopefully, this workshop will help generate the consensus required for the next phase of GIS implementation in the community. Sincerely, Environmental Systems Research Institute, Inc. Stephen Kinzy, GISP ESRI-St. Louis Regional Manager Ms. Nikki Breitsprecker February 24, 2009 Page 4 City and County of Dubuque GIS Visioning Workshop Draft Agenda -Please Don't Distribute Day One Welcome & Introductions 8:30 a.m. We would like someone from your executive team, welcome the group and open the workshop by providing some background about the local GIS program and the goal for the workshop. We will then have the participants introduce themselves and indicate what they would like to personally accomplish from the workshop. This information will then be recorded and used as a guide to insure that we meet the group's expectations. Presentation: GIS Overview: "Performance Based GIS" - Kinzy This is an overview presentation designed to give everyone a common understanding of GIS and its power to impact the organization. NGQ: What are the three most important GIS application requirements for your department ? - Kinzy & Hiller This Nominal Group Question should yield a list of primary application requirements for The City and County of Dubuque NGQ: Ranking - Kinzy & Hiller Lunch Working Box Lunch City and County of Dubuque Presentations: Existing GIS Applications and GIS Database Resources -City and County of Dubuque staff members This should be an overview presentation of the City and County of Dubuque's existing GIS capabilities. Demos would be appropriate to illustrate geographic features of the database and application functionality. City and County of Dubuque Vision Statement -Home work assignment Rap-up by 3:30 p.m. - so that Directors can check in with their offices. Ms. Nikki Breitsprecker February 24, 2009 Page 5 Day Two Recap of the first day -Hiller 8:30 a.m. A recap of the first day's activities will be given. City and County of Dubuque Vision Statements will be discussed. Presentation: GIS Application and Database Design Process: A Focus on Results - Kinzy This presentation will provide background for the next activity and will focus on basic GIS application design: geographic feature requirements; identification of geographic key and attribute database linkage. "Small Win" GIS applications that generate significant results and R-O-I will be discussed. Small Group Application Design Sessions The overall group will be divided into four or five smaller groups. Each will be given the assignment to create a GIS application design. We will focus on one or more GIS applications for The City and County of Dubuque in the following areas depending on the group composition: • Land Records • Planning • Infrastructure • Public Safety • Administration Lunch Working Box Lunch: Group Presentations Each group will make a short presentation about their application design. The group will also analyze common elements between the designs. Presentation: Successful GIS Implementation: It's a Journey not aDestination - Kinzy A presentation will be given regarding GIS implementation strategies. Emphasis will be placed on workgroup, departmental, and enterprise implementation requirements. NGQ: What are the most important GIS implementation priorities for the City and County of Dubuque? - Kinzy & Hiller This Nominal Group Question should yield a list of City and County of Dubuque implementation priorities. NGQ: Ranking - Kinzy & Hiller 3:30 p.m. Wrap-Up - Kinzy /~+~`~ `\ r` `„` i ESA! a ry 26, 2009 Prepared by: Environmental Systems Research Institute, Inc. (ESRI) 380 New York Street Redlands, California 92373-8100 Phone: (909) 793-2853 ~.. This document contains commercial or financial information or trade secrets of ESRI, which are confidential and exempt from disclosure to the public under the Freedom of Information Act 5 USC 522(b)(4), and unlawful disclosure thereof is a violation of the Trade Secret Act 18 USC 1905. r,.,,_..--+ Copyright ©2009 ESRI ~~~ All rights reserved. Printed in the United States of America. The information contained in this document is the exclu3iv~e property of ESRI. This work is protected under United States copyright law and oth r Irt pr^ tio~ ~^n~right treaties and conventions. 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Other companies and products mentioned in the ESRI Web site may be trademarks or registered trademarks of their respective trademark owners. Introduction Environmental Systems Research Institute, Inc. (ESRI) is pleased to present to the City of Dubuque this time and materials (T&M) proposal for support in developing an enterprise GIS architecture strategy and approach to support the City of Dubuque business practices. This is the first proposal in a larger effort to design and implement an enterprise GIS at the City of Dubuque. Scope of Work This scope of work describes ESRI's proposed support for the City of Dubuque in conducting an Enterprise GIS Architecture Strategy Workshop and an Enterprise GIS Architecture Strategy Report.. Activity 1: Enterprise GIS Architecture Strategy Workshop ESRI will provide up to forty-nine (49) hours (inclusive of project management, preparation, and travel time), for a senior ESRI enterprise GIS consultant to travel to Dubuque, IA to participate in a maximum of a two (2) consecutive day, onsite Enterprise GIS Architecture Strategy Workshop the City of Dubuque's offices in Dubuque, IA with appropriate GIS, business and technical staff. The purpose of the Workshop is to provide ESRI with information and further detail about the City of Dubuque's current GIS operations, high level workflows and enterprise GIS architecture vision. This information is needed as the basis for recommending appropriate strategies to support an enterprise GIS. The City of Dubuque will be responsible for making the appropriate personnel available to participate in the Workshop meetings. The Workshop meetings are informal and geared toward information exchange and gathering. ESRI envisages that discussion topics at the Workshop meetings may include the following: • Strategic Vision and Needs • Business Activities and Workflows • GIS Products and Applications • GIS System Architecture Discussion Prior to the Workshop meetings, the senior ESRI consultant will work with the City of Dubuque to help the City of Dubuque prepare and schedule the Workshop as well as determine goals of the Workshop meetings and report, with this support beginning with a kickoff meeting which will be scheduled upon contract award. City of Dubuque Responsibilities ^ Supply ESRI with current state GIS operational documentation as well as current state issues and constraints. ESRI can supply guidance to the City of Dubuque on what is requested. ^ Provide meeting space for the duration of the onsite Enterprise GIS Architecture Strategy Workshop. ^ Ensure that all appropriate staff attend and participate in the Workshop meetings. ^ Provide staff member to work with ESRI during this Activity 1. ESRI Responsibilities ^ Provide up to forty-nine (49) hours of consulting time to participate in the Enterprise GIS Architecture Strategy Workshop. Activity 2: Enterprise GIS Architecture Strategy Report ESRI will provide up to forty-nine (49) hours of consulting time (inclusive of project management time) to work toward developing a high-level Enterprise GIS Architecture Strategy Report based on information collected at the onsite Enterprise GIS Architecture Strategy Workshop . ESRI envisions that this Report may include documentation of our understanding of current state, any challenges and recommendations for next steps. The ESRI consultant will work toward preparing a Draft Report following the on-site Workshop and delivering it to the City of Dubuque for review. The City of Dubuque staff will review the Draft Report and provide consolidated written comments to ESRI within ten (10) working days after receipt of the Draft Report. ESRI will work toward incorporating mutually agreed upon comments into a Final Report and delivering it to the City of Dubuque staff. City of Dubuque Responsibilities ^ Supply ESRI with current state GIS operational documentation as well as current state issues and constraints. ESRI can supply guidance to the City of Dubuque on what is requested. ^ Review the Draft Report and provide ESRI with consolidated written comments within ten (10) working days of report receipt. ^ Provide staff member to work with ESRI during this Activity 2. ESRI Responsibilities ^ Provide up toforty-nine (49) hours of consulting time to participate in the development of a high- level Draft and Final Enterprise GIS Architecture Strategy Report. General Project Assumptions ^ The City of Dubuque has a current GIS user needs assessment and is prepared to present GIS user workflows and the supporting IT infrastructure for ESRI's review prior to the onsite Workshop meeting ^ Required documentation requested of the City of Dubuque will be provided within one (1) week of kickoff meeting. ^ The on-site Workshop at the City of Dubuque, Iowa will take place in FY2009. ^ The Workshop goals and Report goals will be defined and agreed upon by ESRI and the City of Dubuque prior to the Workshop meetings. Proposed Team ESRI is proposing to support this effort primarily from the ESRI Database Services St. Louis Regional Office (DBS-STL) team. As part of ESRI Professional Services, DBS-STL has the ability to engage additional ESRI Professional Services as needed. ESRI BId No. P09-1868 2 February 28, 2009 Schedule The schedule for the activities listed above will be mutually agreed upon by ESRI and the City of Dubuque after contract award. Pricing Environmental Systems Research Institute, Inc. (ESRI) will perform the proposed scope of work on a Time and Materials (T&M), Not-To-Exceed (NTE) basis, in accordance with the terms and conditions of ESRI's Implementation Services Terms and Conditions Agreement (G363-B), which is attached hereto at Exhibit A. The total not-to-exceed price for this work as detailed in the Table below is $25,452 and it is based on up to 98 hours of labor multiplied by the appropriate labor category of the ESRI staff member(s) providing services plus preparation, and transportation costs. The quoted price represents a budget that will not be exceeded without prior approval. ESRI reserves the right to reallocate the budget between activities to facilitate the work effort, provided the overall not-to-exceed price is not exceeded. The City of Dubuque will be invoiced for the hours expended with the deliverable being consulting time. Activity 1 & 2 labor Travel Total NTE Price Onsite Enterprise GIS Architecture Strategy Workshop and Enterprise GIS Architecture $24,900 $552 $25,452 Strategy Report If the total hours quoted are not required, they will not be billed. Should additional similar work or travel be required above the not-to-exceed amount, a new quote will be prepared. All work will be accomplished in accordance with auser-defined agenda with the deliverable being technical consulting time. The price quoted above is effective for ninety days and is exclusive of any applicable state and local taxes including any foreign taxes, value-added tax, customs, or duties. Purchasing To order the consulting support as quoted, the following should be returned to fax number (636) 949- 6735 or emailed to mharman@esri.com: • Purchase Order referencing: (i) this Proposal - P09-1868 for Enterprise Consulting Dated February 24, 2009 and (ii) ESRI's Implementation Services Terms and Conditions Agreement; and • A copy of this ESRI Proposal P09-1868; and • ESRI's Implementation Services Terms and Conditions Agreement (See Exhibit A) -executed by an authorized City of Dubuque signatory. When ESRI receives these completed documents, you will be contacted to finalize the staff assignment, schedule, and travel arrangements. Payment terms are contingent upon approval of credit. We look forward to supporting your GIS application. If you have any questions, please contact either Matt Harman or Andy Dearing; contact information provided below. Contact Matthew Harman Technical Manager ESRI Database Services 820 S Main Street St Charles, MO 63301 636.949.6620 Ext 8567 mharman@esri.com www.esri.com Andy Dearing Program Manager ESRI Database Services 820 S Main Street St Charles, MO 63301 636.949.6620 Ext 8551 adearine@esri.com www.esri.com ESRI Bld No. P09-1865 4 February 28, 2009 EXHIBIT A IMPLEMENTATION SERVICES TERMS AND CONDITIONS AGREEMENT i. WARRANTY: ESRI warrants that for a period of thirty (30) days after acceptance of a deliverable that the deliverable will conform, in a manner consistent with professional and technical standards in the software industry, with applicable written specifications included in the corresponding task or delivered to Licensee pursuant to this Agreement. Disclaimer A. THE WARRANTY SET FORTH IS IN LIEU OF, AND THIS AGREEMENT EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINTERFERENCE, SYSTEM INTEGRATION, AND NONINFRINGEMENT. B. IN ADDITION TO AND WITHOUT LIMITING THE PRECEDING PARAGRAPH, ESRI DOES NOT WARRANT IN ANY WAY MAP DATA. SUCH MAP DATA MAY NOT BE FREE OF NONCONFORMITIES, DEFECTS, ERRORS, OR OMISSIONS; BE AVAILABLE WITHOUT INTERRUPTION; BE CORRECTED IF ERRORS ARE DISCOVERED; OR MEET LICENSEE'S NEEDS OR EXPECTATIONS. LICENSEE SHOULD NOT RELY ON ANY MAP DATA UNLESS LICENSEE HAS VERIFIED THE MAP DATA AGAINST ACTUAL DATA FROM DOCUMENTS OF RECORD, FIELD MEASUREMENT, OR OBSERVATION. 2. LIMITATION OF LIABILITY: In no event shall ESRI be liable to Licensee for any indirect, special, exemplary, consequential, or incidental damages or lost profits arising out of, or related to, this Agreement, even if it has been advised of the possibility of such damages. ESRI's liability for direct damages shall in no event exceed the amount actually paid by the Licensee for the portion of the professional services involved. 3. NONHIRE OF CONTRACTOR PERSONNEL: It is hereby mutually agreed that Licensee will not solicit for hire any employee(s) of ESRI's technical staff, who is (are) associated with efforts called for under this effort, for a period of one (1) year thereafter. In the event the foregoing provision is breached, liquidated damages equal to twelve (12) months of the employee's compensation plus any legal expenses associated with the enforcement of this provision shall be paid by the Licensee to ESRI. 4. COMPENSATION: Services are provided and invoiced on a time and materials basis in accordance with the not-to-exceed total cost. Labor is invoiced based on actual hours provided. For services provided beyond the date the quote is effective or delivered in a new calendar year, ESRI reserves the right to increase the labor rates up to seven and one-half percent (7.5%) per year. Other direct costs included in the quote, such as travel, will be invoiced at actual cost plus a standard burden. Meals are invoiced on a per diem basis. The client will be invoiced on a monthly basis for work provided in the previous month. Payment terms are thirty (30) days from receipt of an invoice. Payment shall be made to the address identified on original ESRI invoices. ESRI Bid No. P09-1868 2 February 26, 2009 6. UCC INAPPLICABILITY: Services and/or custom programs provided under an order will not be governed by the Uniform Commercial Code (UCC) and will not be deemed "goods" within the definition of the UCC. 7. LICENSE GRANT: Subject to the terms and conditions set forth in this Agreement, ESRI hereby grants to Licensee a nonexclusive, royalty-free, worldwide license in the deliverables to use and reproduce the deliverables in connection with Licensee's authorized use of the ESRI software and data for support of which the deliverables were supplied ("Software" and "Data," respectively). 8. PATENTS AND INVENTIONS: Each party shall retain title to any inventions, innovations, and improvements ("Inventions") made or conceived solely by its principals, employees, consultants, or independent contractors (hereinafter called "Inventors") during the term of this Agreement. The parties shall jointly own any Invention made or conceived jointly by Inventors from both parties. With respect to such Inventions of Licensee relating to the Software, Licensee hereby grants and agrees to grant to ESRI an irrevocable, royalty-free, nonexclusive, worldwide right and license, with right to sublicense, use, make, sell, offer to sell, or import such Inventions for any purpose, whether or not patented in the country of such past or intended use. Except as provided in the next paragraph, where an Invention is jointly owned, each party shall share equally the costs of acquiring protection for the Invention and furnish the other joint owner with assistance reasonably required for acquiring protection. A joint owner ("Assigning Owner")electing not to acquire or maintain protection on any Inventions in any country or countries shall assign such of its rights in such Inventions to the other joint owner ("Beneficial Owner") as is necessary to enable the Beneficial Owner to protect such Inventions in such country or countries at its expense and for its exclusive benefit. In such event, the Assigning Owner shall make available to the Beneficial Owner the Assigning Owner's Inventors and shall otherwise cooperate with the Beneficial Owner in order to assist the Beneficial Owner in protecting such Inventions. The Beneficial Owner shall reimburse the Assigning Owner for all reasonable out- of-pocket expenses incurred in rendering such assistance. If any such Inventions are so protected by the Beneficial Owner, then the Assigning Owner shall have a license with respect to the subject matter of such protected Inventions in such country or countries. Neither party may license, transfer, sell, or otherwise alienate or encumber its interest in jointly owned Inventions without the written consent of the other party, which is hereby given to ESRI for Inventions relating to the Software and shall otherwise not be unreasonably withheld by either party. 9. CONFIDENTIALITY, OWNERSHIP, AND EXPORT CONTROLS: Except as specifically granted in this Agreement, ESRI or its licensors own and retain all right, title, and interest in the deliverables. ESRI Bld No. P0g1868 2 February 26, 2009 5. TAXES: Services provided are quoted exclusive of all state; local; value-added or other taxes, customs, or duties; or other charges (other than income taxes payable by ESRI). In the event such taxes and/or charges become applicable to ESRI's services, applications, or data, Licensee shall pay any such applicable tax upon receipt of written notice that such tax(es) is/are due. The deliverables are ESRI confidential and Licensee shall preserve and protect their confidentiality. Insofar as its rights may be legally restricted, Licensee agrees not to reverse engineer or decompile deliverables delivered only in object code, executable code, or similar formats (collectively, "Secure Formats"). For deliverables delivered in source code or other human-readable formats, Licensee shall have met its obligations under this Agreement if its disclosure of deliverables is limited to deliverables in Secure Formats, provided thatthe means for reverse engineering, decompiling, or disassembling such deliverables is withheld from such disclosure, and the person or entity in receipt of such deliverables similarly agrees not to perform such acts or allow others to do so. Except as provided in the preceding paragraph, Licensee shall not disclose the deliverables to employees or third parties without the advanced written consent of ESRI. However, Licensee may, without such consent, make such disclosures to employees to the extent reasonably required to allow Licensee to use the Software or Data in a manner authorized under applicable licenses. The disclosures permitted under the preceding paragraph shall not relieve Licensee of its obligation to maintain the deliverables in confidence and comply with all applicable laws and regulations of the United States including, without limitation, its export control laws. Furthermore, before disclosing all or any portion of the deliverables to employees or third parties as permitted in the preceding paragraph, Licensee shall inform such employees or third parties of the obligations in this Agreement and obtain their agreement to be bound by them. 10. ORDER OF PRECEDENCE: These terms and conditions supersede those outlined in any Licensee ordering or authorizing documents such as purchase orders. Any additional terms or conditions in Licensee ordering or authorizing documents must be incorporated into the Agreement via written amendment to be binding. 11. HIGH RISK ACTIVITIES A. Deliverables are not fault-tolerant and are not designed, manufactured, or intended for use or resale for use for insurance underwriting or with critical health and safety or online control equipment in hazardous environments that require fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, airtraffic control, emergency response, terrorism prevention or response, life support, or weapons systems ("High Risk Activities"). ESRI SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES. B. Licensee agrees to indemnify, defend, and hold ESRI, its officers, directors, employees, agents, subcontractors, licensors, successors, and assigns harmless from and against any and all liability, losses, claims, expenses (including attorneys' fees), demands, or damages of any kind, including direct, indirect, special, punitive, incidental, or consequential damages, arising out of or in any way connected with Licensee's use or permitting the use by others of Deliverables for High Risk Activities. Delivery of Deliverables does not constitute a waiver of the rights and obligations set forth in this Article 11. 12. ASSIGNMENT AND DELEGATION: ESRI may, in whole or in part, assign any of its rights or delegate any performance under this Agreement, provided that ESRI shall remain responsible for the ESRI Bid No. P09-1.868 3 February 26, 2009 performance it delegates. This Agreement binds and benefits successors or assigns permitted under this Article 12. 13. ACKNOWLEDGMENT: The undersigned hereby acknowledges that he/she has the authority to bind his/her organization to these terms and conditions and further acknowledges that these terms and conditions supersede all purchase order terms and conditions. By: Print Name: Organization ("Licensee"): Address: City: Date: Phone: State: ZIP Code: ESRI Btd No. P09-1868 4 February 26, 2009 ~~ r' t ? ESR/ February 26, 2009 Prepared by: Environmental Systems Research Institute, Inc. (ESRI) 380 New York Street Redlands, California 92373-8100 Phone: (909) 793-2853 IbugUe;'~A 52001~~ ~,.~r,' _ ~'". one: 563=589-4174 x: 563-589-4149 This document contains commercial or financial information or trade secrets of ESRI, which are confidential and exempt from disclosure to the public under the Freedom of Information Act 5 USC 522(b)(4), and unlawful disclosure thereof is a violation of the Trade Secret Act 18 USC 1905. Copyright ©2009 ESRI All rights`eserved. Printed in the United States of America. The information contained in this document is the exclu ye_property of ESRI. This work is protected under United States copyright law and other inta~n~+~~,~i ~nnvnght treaties and conventions. No part of this work may be reproduced o~cartsmitted in any form or by any means "i?fectronic or mechanical, including photocopying and r , or by any information storage or retrieval system, except as expressly permitted in writing by ESRI. All requests should be sent to Attention: Contracts and Legal Services Manager, ESRI, 380 New York Street, Redlands, CA 92373-8100 USA. The information contained in this document is subject to change without notice. U.S. GOVERNMENT RESTRICTED/LIMITED RIGHTS Any software, documentation, and/or data do{ive~eeFieer r -s subject to the terms of the License Agreement. In n~ event shall the ,LI,.~-6eV2'Fnment acquire greater than R RICTED/LIMITED RfGHTS. At a minimum, use, dupli isclosure by the U.S. Government is subject to restrictionsas set forth in FAR §52.227-14 Alternates I, #t, a d III (JUN 1987); FAR §52.227-19 (1UN 1987) and/or FAR §12.211/12.212 (Commercial Technical Data/Computer Softv/are); and DFARS §252.227-7015 (NOV 1995). (Technical Data) and/or DFARS §227.7202 (Computer Software), as applicable. Contractor/Manufacturer is ESRI, 384 New York Street, Redlands, CA 92373-8100 USA. @esri.com, 3D Analyst, ACORN, ADF, AML, ArcAtlas, ArcCAD, ArcCatalog, ArcCOGO, ArcData, ArcDoc, ArcEdit, ArcEditor, ArcEurope, ArcExplorer, ArcExpress, ArcGIS, ArcGlobe, ArcGrid, ArcIN1S ARC/INFO, Arclnfo, Arclnfo Librarian, Arclnfo-Professional GIS, Arclnfo-The Wp orld's GIS, ArcLessons, ArcLocation, Arclogistics, ArcMap, ArcNetwork ArcNews, ArcObjects ~Ap2A~rcPad, ArcPlot, ArcPress, ArcQuest, ArcReader, ArcScan, ArcScene, ArcSchool, ArcScripts ArcShc, ArcSketch, ArcStorm, ArcSurvey, ArcTIN,` ArcToolbox, ArcTools, ArcUSA, ArcUser, ArcVie rcVoyager, ArcWatch, ArcWeb, ArcWorld, ArcXML, Atlas GIS, AtlasWare, Avenue, Business Analyst Online messMAP, Community, Communitylnfo, t)ata Automation Kit, Database Integrator, DBI Kit, EDN, ESRI, ESRI SRI-Team GIS, ESRI-The GIS Company, ESRI-The GIS People, ESRI-The GIS Software Leader, Form Edit, GeoCollector, Geographic Design System, Geography Matters, Geography Network, GIS by ESRI, GIS Day, GIS for Everyone, GISData Server, JTX, MapBeans, MapCafe, MapData, MapObjects, Maplex, MapStudio, ModelBuilder, MOLE, NetEngine, PC ARC/INFO, PC ARCPLOT, PC ARCSHELL, PC DATA CONVERSION, PC STARTER KIT, PC TABLES, PC ARCEDIT, PC NETWORK, PC OVERLAY, PLTS, Rent-a-Tech, RouteMAP, SDE, Site•Reporter, SML, Sourcebook•America, Spatial Database Engine, StreetEditor, StreetMap, Tapestry, the ARC/INFO logo, the ArcAtlas logo, the ArcCAD logo, the ArcCAD WorkBench logo, the ArcCOGO logo, the ArcData logo, the ArcData On-ine logo, the ArcEdit logo, the ArcEurope logo, the ArcExplorer logo, the ArcExpress logo, the ArcGIS logo, the ArcGIS Explorer logo, the ArcGrid logo, the ArcIMS logo, the Arclnfo logo, the Arclogistics Route logo, the ArcNetwork logo, the ArcPad logo, the ArcPlot logo, the ArcPress for ArcView logo, the ArcPress logo, the ArcScan logo, the ArcScene logo, the ArcSDE CAD Client logo, the ArcSDE logo, the ArcStorm logo, the ArcTIN logo, the ArcTools logo, the ArcUSA logo, the ArcView 3D Analyst logo, the ArcView Data Publisher logo, the ArcView GIS logo, the ArcView Image Analysis logo, the ArcView Internet Map Server logo, the ArcView logo, the ArcView Network Analyst logo, the ArcView Spatial Analyst logo, the ArcView StreetMap 2000 logo, the ArcView StreetMap logo, the ArcView Tracking Analyst logo, the ArcWorld logo, the Atlas GIS logo, the Avenue logo, the BusinessMAP logo, the Community logo, the Data Automation Kit logo, the Digital Chart of the World logo, the ESRI Data logo, the ESRI globe logo, the ESRI Press logo, the Geography Network logo, the MapCafe logo, the MapObjects Internet Map Server logo, the MapObjects logo, the MOLE logo, the NetEngine logo, the PC ARC/INFO logo, the Production Line Tool Set logo, the RouteMAP IMS logo, the RouteMAP logo, the SDE logo, The Geographic Advantage, The World's Leading Desktop GIS, Water Writes, www.esri.com, www.esribis.com, www.geographynetwork.com, www.gis.com, www.gisday.com, and Your Personal Geographic Information System are trademarks, registered trademarks, or service marks of ESRI in the United States, the European Community, or certain otherjurisdictions. Other companies and products mentioned in the ESRI Web site may be trademarks or registered trademarks of their respective trademark owners. Introduction Environmental Systems Research Institute, Inc. (ESRI) is pleased to present to The City of Dubuque, Iowa this time and materials (T&M) proposal for on-site ArcGIS Server install and configuration support, data loading, and technical transfer on Geodatabase maintenance best practices. This is the final proposal in a larger effort to work toward providing consulting support in the design and implementation of an enterprise GIS at the City of Dubuque. Scope of Work This scope of work describes ESRI's proposed on-site ArcGIS Server install and configuration support for the City of Dubuque. Activity 1 ESRI will provide up to one hundred (121) hours of consulting time (inclusive of preparation time and travel to the City of Dubuque, IA) to participate in a five (5) consecutive business days technical session to assist the City of Dubuque with the implementation of ArcGIS Server. ESRI anticipates that this Activity 1 may include the following three sub-activities, which are further described below: ^ Supporting City of Dubuque with the installation of ArcGIS Server with installation and configuration of ArcGIS Server (ArcSDE) for SQL Server. ^ Supporting City of Dubuque geodatabase technical transfer and loading support efforts. ^ Supporting City of Dubuque technical transfer of enterprise workflows efforts. Sub-activity 1: ESRI Software Deployment Support An ESRI GIS System/Software Developer will travel to the City of Dubuque office in Dubuque, Iowa to support the installation and configuration of the ESRI software products on the City of Dubuque's system architecture. Prior to ESRI's arrival, the City of Dubuque will install the Relational Database Management System (RDBMS) and be responsible for the administration of that RDBMS throughout this project. City of Dubuque Responsibilities ^ Schedule this Sub-activity and ensure that all appropriate City staff participate in it. ^ Provide staff member(s) to work with ESRI during this entire project. ESRI Responsibilities ^ Provide up to 121 hours of consulting time for an ESRI GIS System/Software Developer to travel to the City of Dubuque and provide up to five (5) consecutive business days of onsite support to the City of Dubuque with the installation of ArcGIS Server with installation and configuration of ArcGIS Server (ArcSDE) for SQL Server. ESRI Bid No. P09-1899 1 February 26, 2009 Assumptions ^ ESRI's installation support time will be limited to the recommended architecture provided during the Enterprise Consulting effort as a separate project. If the City of Dubuque chooses not to engage with ESRI for the Enterprise Consulting project, this implementation proposal will need to be re- scopedand revised. ^ All hardware that the City of Dubuque requires for this project will be purchased directly by the City of Dubuque, Iowa outside of this Scope of Work. ^ All hardware that the City of Dubuque requires forthis project will be on-site, unpacked, in place and ready for ESRI to access prior to the start of Activity 1. ^ Appropriate ArcGIS Server Licenses have already been purchased by the City of Dubuque, Iowa and are available for chosen hardware (appropriate number of cores). ^ ArcGIS Server 9.3 Enterprise for the Microsoft .NET Framework is being used with latest Service Packs. ^ ESRI staff will have administrator rights to the server machine(s). ^ The City of Dubuque Information Technology/Systems staff will be available during onsite engagement. Sub-activity 2: Geodatabase Loading Support The goal of this sub-activity is to support the City of Dubuque staff in the loading of data into the City of Dubuque geodatabase during the onsite support, as defined in Sub-activity 1. ESRI envisions a transfer knowledge of the overall geodatabase load process and necessary inputs to the City of Dubuque GIS staff before a geodatabase load is performed on the City of Dubuque geodatabase server. This technology transfer is intended to provide the City of Dubuque GIS staff with the knowledge to load additional data beyond what can be accomplished in this activity. ESRI envisions that the geodatabase load process will be a repeatable process for the City of Dubuque GIS staff during and beyond this activity. ESRI will provide onsite consulting support to collaborate with the City of Dubuque for the development of geodatabase load inputs and knowledge transfer of the geodatabase load process. It is assumed that the Production Line Tool Sets (PETS) will be used to accomplish the data load. A simplified geodatabase data load process can be broken down into a basic progression of events as represented in Figure 3. The attribute mapping matrix and PETS Cross Reference Database can be built remotely, prior to the onsite engagement. ESRI Bld No. P09-x.899 2 February 26, 2009 ,~ ~;;_- ~•; °•` ~ •~ °~ Proposal for ArcGIS Server Install and Configuration Support ~:.. .~ ., Figure 3 Overview of the Geodatabase Load Process Attribute Mapping Matrix _..__ -PETS -_. Toss Refere Database Data Pilot Data ModellMatrix 'Load Revisit rttt: crrv r7r Data ~}jJg E Validation Mn.tcr~i~cc ou Brc Misci{sipyi The City of Dubuque Responsibilities ^ Providing prioritization of data loading based on the City's current understanding of the data. ^ Participation by the appropriate City of Dubuque staff for the activity. ESRI Responsibilities ^ Work toward preparation of a data migration attribute mapping matrix. ^ Create the cross reference database used by the PETS extension to streamline data loading. ^ Load the sample data into the City of Dubuque Data Model during onsite engagement. Assumptions ^ A single seat of ESRI's PETS Foundation for ArcGIS 9.3 will be installed and licensed with ArcGIS Desktop 9.3, with the latest Service Packs, by the City of Dubuque prior to the onsite work. ^ Final database schema will be determined by the City of Dubuque and will not change throughout the course of this activity. ^ Existing data and final database schema will be made available to ESRI prior to the engagement. ^ The City of Dubuque will define a pilot area of sample data for loading. Sub-activity 3: Technical Transfer of Enterprise Workflows In this sub-activity 3, ESRI will use remaining on-site consulting time (if any) to support the City of Dubuque staff in the implementation of enterprise workflows, as defined from the Enterprise Consulting project, during the onsite support, as defined in Sub-activity 1. ESRI anticipates that these workflows may include the following: ^ Replication for disaster recovery ^ Best practices for data organization ^ Replication for multiple geodatabase editors ^ Data check-in/check-out for mobile data editors The City of Dubuque Responsibilities ^ Ensure that all appropriate City of Dubuque staff fully participate in this sub-activity 3. ESRI Responsibilities ^ Provide remaining on-site consulting time to support the City of Dubuque with Enterprise Workflow technical transfer. Assumptions ^ Enterprise workflows will be defined as recommendations from ESRI's Enterprise Consulting effort as a separate project. If the City of Dubuque chooses not to engage with ESRI for the Enterprise Consulting project, this implementation proposal will require a re-scoping effort. ^ ESRI will provide technical transfer support on strategies involved in implementing workflows. ^ Any additional software recommended as part of workflows defined during the Enterprise Consulting project will be purchased by the City of Dubuque (at the City's expense) directly from the software vendor and licensed prior to the onsite engagement, if they are to addressed during the on-site implementation. Proposed Team ESRI is proposing to support this effort from the ESRI Database Services St. Louis Regional Office (DBS- STL) team. Schedule The schedule for Activity 1 listed above will be mutually agreed upon by ESRI and the City of Dubuque, after contract award. Pricing Environmental Systems Research Institute, Inc. (ESRI) will perform the proposed scope of work on a Time and Materials (T&M), Not-To-Exceed (NTE) basis, in accordance with the terms and conditions of ESRI's Implementation Services Terms and Conditions Agreement (G363-B), which is attached hereto at Exhibit A. The total not-to-exceed price for this work as detailed in the Table below is $29,096 and it is based on up to 121 hours of labor multiplied by the appropriate labor category of the ESRI staff member(s) providing services plus preparation, travel and transportation costs. The quoted price represents a budget that will not be exceeded without prior approval. ESRI reserves the right to reallocate the budget between subactivities to facilitate the work effort, provided the overall not-to-exceed price is 'ESRI Bld No. P09-1899 4 February 26 2009 not exceeded. The City of Dubuque will be invoiced for the hours expended with the deliverable being consulting time. Activity 1 Labor Travel Total NTE Price Onsite ArcGIS Server Installation, Configuration, $26,510 $2,586 $29,096 and Technical Transfer If the total hours quoted are not required, they will not be billed. Should additional similar work or travel be required above the not-to-exceed amount, a new quote will be prepared. All work will be accomplished in accordance with auser-defined agenda with the deliverable being technical consulting time. The price quoted above is effective for ninety days and is exclusive of any applicable state and local taxes including any foreign taxes, value-added tax, customs, or duties. Purchasing To order the consulting support as quoted, the following should be returned to fax number (636) 949- 6735 or emailed to mharman@esri.com: Purchase Order referencing: (i) this Proposal - P09-1899 for ESRI Proposal for ArcGIS Server Install and Configuration Support dated February 26, 2009 and (iij ESRI's Implementation Services Terms and Conditions Agreement. • A copy of this ESRI Proposal P09-1899 • ESRI's Implementation Services Terms and Conditions Agreement (See Exhibit A) -executed by an authorized City of Dubuque signatory. When ESRI receives these completed documents, you will be contacted to finalize the staff assignment, schedule, and travel arrangements. Payment terms are contingent upon approval of credit. We look forward to supporting your GIS application. If you have any questions, please contact either Matt Harman or Andy Dearing; contact information provided below. Contact Matthew Harman Technical Manager ESRI Database Services 820 S Main Street St Charles, MO 63301 636.949.6620 Ext 8567 mharmanC~esri.com www.esri.com Andy Dearing Program Manager ESRI Database Services 820 S Main Street St Charles, MO 63301 636.949.6620 Ext 8551 adearineCc~esri.com www.esri.com ESRI Bid No. R09-9.899 5 February 26, 2009 EXHIBIT A IMPLEMENTATION SERVICES TERMS AND CONDITIONS AGREEMENT 1. WARRANTY: ESRI warrants that for a period of thirty (30) days after acceptance of a deliverable that the deliverable will conform, in a manner consistent with professional and technical standards in the software industry, with applicable written specifications included in the corresponding task or delivered to Licensee pursuant to this Agreement. Disclaimer A. THE WARRANTY SET FORTH IS IN LIEU OF, AND THIS AGREEMENT EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINTERFERENCE, SYSTEM INTEGRATION, AND NONINFRINGEMENT. B. IN ADDITION TO AND WITHOUT LIMITING THE PRECEDING PARAGRAPH, ESRI DOES NOT WARRANT IN ANY WAY MAP DATA. SUCH MAP DATA MAY NOT BE FREE OF NONCONFORMITIES, DEFECTS, ERRORS, OR OMISSIONS; BE AVAILABLE WITHOUT INTERRUPTION; BE CORRECTED IF ERRORS ARE DISCOVERED; OR MEET LICENSEE'S NEEDS OR EXPECTATIONS. LICENSEE SHOULD NOT RELY ON ANY MAP DATA UNLESS LICENSEE HAS VERIFIED THE MAP DATA AGAINST ACTUAL DATA FROM DOCUMENTS OF RECORD, FIELD MEASUREMENT, OR OBSERVATION. 2. LIMITATION OF LIABILITY: In no event shall ESRI be liable to Licensee for any indirect, special, exemplary, consequential, or incidental damages or lost profits arising out of, or related to, this Agreement, even if it has been advised of the possibility of such damages. ESRI's liability for direct damages shall in no event exceed the amount actually paid by the Licensee for the portion of the professional services involved. 3. NONHIRE OF CONTRACTOR PERSONNEL: It is hereby mutually agreed that Licensee will not solicit for hire any employee(s) of ESRI's technical staff, who is (are) associated with efforts called for under this effort, for a period of one (1) year thereafter. In the event the foregoing provision is breached, liquidated damages equal to twelve (12) months of the employee's compensation plus any legal expenses associated with the enforcement of this provision shall be paid by the Licensee to ESRI. 4. COMPENSATION: Services are provided and invoiced on a time and materials basis in accordance with the not-to-exceed total cost. Labor is invoiced based on actual hours provided. For services provided beyond the date the quote is effective or delivered in a new calendar year, ESRI reserves the right to increase the labor rates up to seven and one-half percent (7.5%) per year. Other direct costs included in the quote, such as travel, will be invoiced at actual cost plus a standard burden. Meals are invoiced on a per diem basis. The client will be invoiced on a monthly basis for work provided in the previous month. Payment terms are thirty (30) days from receipt of an invoice. Payment shall be made to the address identified on original ESRI invoices. ESRI Bid No. P09-1899 2 February 26, 2009 5. TAXES: Services provided are quoted exclusive of all state; local; value-added or other taxes, customs, or duties; or other charges (other than income taxes payable by ESRI). In the event such taxes and/or charges become applicable to ESRI's services, applications, or data, Licensee shall pay any such applicable tax upon receipt of written notice that such tax(es) is/are due. 6. UCC INAPPLICABILITY: Services and/or custom programs provided under an order will not be governed by the Uniform Commercial Code (UCC) and will not be deemed "goods" within the definition of the UCC. 7. LICENSE GRANT: Subject to the terms and conditions set forth in this Agreement, ESRI hereby grants to Licensee a nonexclusive, royalty-free, worldwide license in the deliverables to use and reproduce the deliverables in connection with Licensee's authorized use of the ESRI software and data for support of which the deliverables were supplied ("Software" and "Data," respectively). 8. PATENTS AND INVENTIONS: Each party shall retain title to any inventions, innovations, and improvements ("Inventions") made or conceived solely by its principals, employees, consultants, or independent contractors (hereinafter called "Inventors") during the term of this Agreement. The parties shall jointly own any Invention made or conceived jointly by Inventors from both parties. With respect to such Inventions of Licensee relating to the Software, Licensee hereby grants and agrees to grant to ESRI an irrevocable, royalty-free, nonexclusive, worldwide right and license, with right to sublicense, use, make, sell, offer to sell, or import such Inventions for any purpose, whether or not patented in the country of such past or intended use. Except as provided in the next paragraph, where an Invention is jointly owned, each party shall share equally the costs of acquiring protection for the Invention and furnish the other joint owner with assistance reasonably required for acquiring protection. A joint owner ("Assigning Owner") electing not to acquire or maintain protection on any Inventions in any country or countries shall assign such of its rights in such Inventions to the other joint owner ("Beneficial Owner") as is necessary to enable the Beneficial Owner to protect such Inventions in such country or countries at its expense and for its exclusive benefit. In such event, the Assigning Owner shall make available to the Beneficial Owner the Assigning Owner's Inventors and shall otherwise cooperate with the Beneficial Owner in order to assist the Beneficial Owner in protecting such Inventions. The Beneficial Owner shall reimburse the Assigning Owner for all reasonable out- of-pocket expenses incurred in rendering such assistance. If any such Inventions are so protected by the Beneficial Owner, then the Assigning Owner shall have a license with respect to the subject matter of such protected Inventions in such country or countries. Neither party may license, transfer, sell, or otherwise alienate or encumber its interest in jointly owned Inventions without the written consent of the other party, which is hereby given to ESRI for Inventions relating to the Software and shall otherwise not be unreasonably withheld by either party. 9. CONFIDENTIALITY, OWNERSHIP, AND EXPORT CONTROLS: Except as specifically granted in this Agreement, ESRI or its licensors own and retain all right, title, and interest in the deliverables. ESRI Bid No. P09-1899 2 February 26, 20Q9 The deliverables are ESRI confidential and Licensee shall preserve and protect their confidentiality. Insofar as its rights may be legally restricted, Licensee agrees not to reverse engineer or decompile deliverables delivered only in object code, executable code, or similar formats (collectively, "Secure Formats"). For deliverables delivered in source code or other human-readable formats, Licensee shall have met its obligations under this Agreement if its disclosure of deliverables is limited to deliverables in Secure Formats, provided thatthe means for reverse engineering, decompiling, or disassembling such deliverables is withheld from such disclosure, and the person or entity in receipt of such deliverables similarly agrees not to perform such acts or allow others to do so. Except as provided in the preceding paragraph, Licensee shall not disclose the deliverables to employees or third parties without the advanced written consent of ESRI. However, Licensee may, without such consent, make such disclosures to employees to the extent reasonably required to allow Licensee to use the Software or Data in a manner authorized under applicable licenses. The disclosures permitted under the preceding paragraph shall not relieve Licensee of its obligation to maintain the deliverables in confidence and comply with all applicable laws and regulations of the United States including, without limitation, its export control laws. Furthermore, before disclosing all or any portion of the deliverables to employees or third parties as permitted in the preceding paragraph, Licensee shall inform such employees or third parties of the obligations in this Agreement and obtain their agreement to be bound by them. 10. ORDER OF PRECEDENCE: These terms and conditions supersede those outlined in any Licensee ordering or authorizing documents such as purchase orders. Any additional terms or conditions in Licensee ordering or authorizing documents must be incorporated into the Agreement via written amendment to be binding. 11. HIGH RISK ACTIVITIES A. Deliverables are not fault-tolerant and are not designed, manufactured, or intended for use or resale for use for insurance underwriting or with critical health and safety or online control equipment in hazardous environments that require fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, emergency response, terrorism prevention or response, life support, or weapons systems ("High Risk Activities"). ESRI SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES. B. Licensee agrees to indemnify, defend, and hold ESRI, its officers, directors, employees, agents, subcontractors, licensors, successors, and assigns harmless from and against any and all liability, losses, claims, expenses (including attorneys' fees), demands, or damages of any kind, including direct, indirect, special, punitive, incidental, or consequential damages, arising out of or in any way connected with Licensee's use or permitting the use by others of Deliverables for High Risk Activities. Delivery of Deliverables does not constitute a waiver of the rights and obligations set forth in this Article 11. 12. ASSIGNMENT AND DELEGATION: ESRI may, in whole or in part, assign any of its rights or delegate any performance under this Agreement, provided that ESRI shall remain responsible for the ESRI Bld No. P09-1899 3 February 26, 2009 performance it delegates. This Agreement binds and benefits successors or assigns permitted under this Article 12. 13. ACKNOWLEDGMENT: The undersigned hereby acknowledges that he/she has the authority to bind his/her organization to these terms and conditions and further acknowledges that these terms and conditions supersede all purchase order terms and conditions. By: Print Name: Organization ("Licensee"): Address: City: Date: State: ZIP Code: Phone: ESRI Bid No. P09-1899 4 February 26, 2009