R06-107
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RESOLUTION NO. 06-~07
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF BOYNTON BEACH, FLORIDA APPROVING
A CONSULTING AGREEMENT FOR THE GPS ROAD
CENTERLINE PROJECT; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the City previously sought requests for qualifications for a GPS Road
Centerline Project with field-verified point-based addressing; and
WHEREAS, the City's selection committee evaluated the qualification of interested
parties and determined that Digital Data Technologies received the highest point total, and
therefore the number one ranking ; and
WHEREAS, the City Commission authorized negotiation with Digital Data Technologies
and those negotiations resulted in the proposed consulting agreement which is the subject ofthis
resolution.
NOW, THEREFORE, BE IT RESOL YED BY THE CITY COMMISSION OF THE
CITY OF BOYNTON BEACH, FLORIDA, AS FOLLOWS:
Section 1:
The "Whereas" clauses set forth hereinabove related to proposed legislative
enactments are incorporated herein by reference.
Section 2: The City Commission of the City of Boynton Beach hereby accepts and
approves the accepting agreement for GPS Road Centerline Project with field-verified point-
based addressing between the City of Boynton Beach, Florida, and Digital Data Technologies,
Inc., a copy of which is attached hereto as Exhibit "A."
Section 3:
This Resolution shall take effect immediately upon passage.
S:\CA\RESO\Digital Data.doc
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PASSED AND ADOPTED this ~ day of June, 2006.
CITY OF BOYNT
ATTEST:
S:\CA\RESO\Digital Data.doc
ommissioner - Mack Mc ay
/?4J iZ!('~
Commissioner - Muir C. Ferguson
2
CONSULTANT AGREEMENT FOR
"GPS ROAD CENTERLINE PROJECT WITH FIELD VERIFIED POINT
BASED ADDRESSING"
RO{.,-I07
THIS AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to
as "the City", and Digital Data Technologies, Inc., hereinafter referred to as "the Consultant", in
consideration of the mutual benefits, terms, and conditions hereinafter specified.
1. PROJECT DESIGNA nON. The Consultant is retained by the City to perform
CONSUL T ANT services in connection with the project designated GPS ROAD
CENTERLINE PROJECT WITH FIELD VERIFIED POINT BASED ADDRESSING.
2. SCOPE OF SERVICES. Consultant agrees to perform the services, identified on Exhibit
"B" attached hereto, including the provision of all labor, materials, equipment and supplies.
3. TIME FOR PERFORMANCE. Work under this contract shall commence upon the giving of
written notice by the City to the Consultant to proceed. Consultant shall perform all services
and provide all work product required pursuant to this agreement by 90 calendar days from
the date written notice is given to proceed, unless an extension of such time is granted in
writing by the City, prior to expiration of the ninety (90) day calendar period.
4. FORCE MAJEURE. If the performance of any part of this Agreement by either Party is
prevented, hindered, delayed or otherwise made impracticable by reason of such events as,
but not limited to, flood or other natural disaster, riot, fire, judicial or governmental action,
labor disputes, actions or any other causes beyond the control of either Party, or in the case of
Consultant a failure of the satellite upon which Consultant must rely for positioning, the
Party experiencing the force majeure condition shall be excused from performance to the
extent that it is prevented, hindered or delayed by such causes. Such force majeure condition
shall not provide a basis for termination of this Agreement, unless the Parties agree to
terminate, without further obligation, except for observance of those obligations that survive
the termination of the Agreement.
5. PA YMENT. The Consultant shall be paid by the City for completed work and for services
rendered under this agreement as follows:
a. Payment for the work provided by Consultant shall be made as provided on Exhibit "B"
attached hereto, provided that the total amount of payment to Consultant shall not exceed
$104,000 without express written modification of the agreement signed by the City.
b. The Consultant may submit vouchers to the City once per month during the progress of
the work for partial payment for project completed to date. Such vouchers will be
verified by the City, and upon approval thereof, payment will be made to the Consultant
in the amount approved.
c. Final payment of any balance due the Consultant of the total contract price earned will be
made promptly upon verification by the City after the completion of the work under this
agreement and its acceptance by the City.
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d. Payment as provided in this section shall be full compensation for work performed,
services rendered and for all materials, supplies, equipment and incidentals necessary to
complete the work.
e. The Consultant's records and accounts pertammg to this agreement are to be kept
available for inspection by representatives of the City and State for a period of three (3)
years after final payments. Copies shall be made available upon request.
6. OWNERSHIP AND USE OF DOCUMENTS. All documents, drawings, specifications and
other materials produced by the Consultant in connection with the services rendered under
this agreement shall be the property of the City whether the project for which they are made
is executed or not. The Consultant shall be permitted to retain copies, including reproducible
copies, of drawings and specifications for information, reference and use in connection with
Consultant's endeavors.
7. COMPLIANCE WITH LAWS. Consultant shall, in performing the services contemplated
by this service agreement, faithfully observe and comply with all federal, state and local
laws, ordinances and regulations that are applicable to the services to be rendered under this
agreement. Additionally, Consultant will comply with the applicable terms and conditions as
described and referenced in the Assistance to Firefighters Grant No. EMW-2005-FG-17476,
incorporated herein.
8. INDEMNIFICA nON. Consultant shall indemnify, defend and hold harmless the City, its
offices, agents and employees, from and against any and all claims, losses or liability, or any
portion thereof, including attorneys fees and costs, arising from injury or death to persons,
including injuries, sickness, disease or death to Consultant's own employees, or damage to
property occasioned by a negligent act, omission or failure of the Consultant.
9. INSURANCE. The Consultant shall secure and maintain in force throughout the duration of
this contract comprehensive general liability insurance with a minimum coverage of
$1,000,000 per occurrence and $1,000,000 aggregate for personal injury; and $1,000,000 per
occurrence/aggregate for property damage, and professional liability insurance in the amount
of $1 ,000,000.
Said general liability policy shall name the City of Boynton Beach as an additional named
insured and shall include a provision prohibiting cancellation of said policy except upon
thirty (30) days prior written notice to the City. Certificates of coverage as required by this
section shall be delivered to the City within fifteen (15) days of execution of this agreement.
10. INDEPENDENT CONTRACTOR. The Consultant and the City agree that the Consultant is
an independent contractor with respect to the services provided pursuant to this agreement.
Nothing in this agreement shall be considered to create the relationship of employer and
employee between the parties hereto. Neither Consultant nor any employee of Consultant
shall be entitled to any benefits accorded City employees by virtue of the services provided
under this agreement. The City shall not be responsible for withholding or otherwise
deducting federal income tax or social security or for contributing to the state industrial
insurance program, otherwise assuming the duties of an employer with respect to Consultant,
or any employee of Consultant.
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11. COVENANT AGAINST CONTINGENT FEES. The Consultant warrants that he has not
employed or retained any company or person, other than a bonafide employee working solely
for the Consultant, to solicit or secure this contract, and that he has not paid or agreed to pay
any company or person, other than a bonafide employee working solely for the Consultant,
any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent
upon or resulting from the award or making of this contract.
For breach or violation of this warranty, the City shall have the right to annul this contract
without liability or, in its discretion to deduct from the contract price or consideration, or
otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift,
or contingent fee.
12. DISCRIMINA nON PROHIBITED. The Consultant, with regard to the work performed by
it under this agreement, will not discriminate on the grounds of race, color, national origin,
religion, creed, age, sex or the presence of any physical or sensory handicap in the selection
and retention of employees or procurement of materials or supplies.
13. ASSIGNMENT. The Consultant shall not sublet or assign any of the services covered by
this agreement without the express, advance written consent of the City. Any assignment
without such required consent shall constitute a breach of this Agreement.
14. NON- WAIVER. Waiver by the City of any provision of this agreement or any time
limitation provided for in this agreement shall not constitute a waiver of any other provision.
15. TERMINATION.
a. The City reserves the right to terminate this agreement at any time, for any or no reason,
by giving ten (I 0) days written notice to the Consultant.
b. In the event of the death of a member, partner or officer of the Consultant, or any of its
supervisory personnel assigned to the project, the surviving members of the Consultant
hereby agree to complete the work under the terms of this agreement, if requested to do
so by the City. This section shall not be a bar to renegotiations of this agreement between
surviving members of the Consultant and the City, if the City so chooses.
16. DISPUTES. Any dispute arising out of the terms or conditions of this agreement shall be
adjudicated within the courts of Palm Beach County, Florida. Further, this agreement shall be
construed under Florida Law.
17. NOTICES. Notices to the City of Boynton Beach shall be sent to the following address:
City of Boynton Beach
P.O. Box 310
Boynton Beach, FL 33425-0310
Notices to Consultant shall be sent to the following address:
Digital Data Technologies, Inc.
956 King Ave.
Columbus,OH 43212
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18. INTEGRA TED AGREEMENT. This agreement, together with attachments or addenda,
Assistance to Firefighters Grant No. EMW-2005-FG-17476, and the terms and conditions of
RRFQ#041-2210-06/CJD, represents the entire and integrated agreement between the City
and the Consultant and supersedes all prior negotiations, representations, or agreements
written or oral. This agreement may be amended only by written instrument signed by both
City and Consultant.
DATED this--,"--day of ~
CITYOF~H
City Maagee ~r-a~ '(..J
,200b.
CONSULTANT
Yu~ &~~A)-
Signature
GAll"j(! 8..ANv
Printed Name
P~ESillt'tJ-r
Title
(Corporate Seal)
Attest! Authenticated:
1fIL ~ '
. ,d ~ '-,
Seer - rY - Y-
STATE OF FLORIDA )
)
SS:
COUNTY OF PALM BEACH )
I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State
aforesaid and t~. County aforesaid to take acknowledgements, personally appeared
&+:Orf(. 1It-,,,__};46~\P~ a~ IJILE3iOENr of D/6-IT'4-<- tl~"'e:~c)l.J)<.:r-IE5 /N0.
named in the foregoing agreement and that he/she acknowledged executing the same in the
presence of two subscribing witnesses freely and voluntarily under authority duly vested in
him/her by said C6r.+'VltfHIVN and that the Corporate seal affixed thereto is the true
corporate seal of said Corporation.
Witness my hand and official seal in the County and State last aforesaid this ~ D J..V day of
J'w__/ ,2006.
N~~~lr~~
My Commission Expires: ~L,/ ~ ,,2ul/
J?;-~NtJ/Nc t11. .JLiL"A-,J
Printed Name
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EXHIBIT "A"
AGREEMENT AS TO
WARRANTIES AND LIABILITIES UNDER THE
CITY OF BOYNTON BEACH, FLORIDA
GPS ROAD CENTERLINE PROJECT WITH FIELD VERIFIED POINT BASED
ADDRESSING
This agreement is entered into this _ day of ,2006, between the
CITY OF BOYNTON BEACH, Florida, (hereinafter referred to as the "City"), and
DIGITAL DATA TECHNOLOGIES, INC., (hereinafter referred to as "DDTI"), 956 King
Ave., Columbus, Ohio, 43212, and amends the agreement between the Parties entitled
"Consultant Agreement for GPS Road Centerline Project with Field Verified Point Based
Addressing", signed by the appropriate County parties on the _ day of
2006.
WHEREAS, DDTI has agreed to provide and deliver to the City on CD-ROM
(hereinafter referred to as the "product"), a digital road centerline file in ESRI shape-file
format, as best determined by utilizing satellite global positioning technology, for all
public roads in the City of Boynton Beach, and geo-referenced field addresses and an
associated master address error list for as many selected parcels, primary residential
and commercial structures as possible that were visible from the road right-of-way; and
WHEREAS, it is necessary to identify the limitations inherent in the data used in
the product and to make certain that all users recognize the limitations on DDTI's
liability for the uses of the data used in the product.
NOW, THEREFORE, the Parties, each in consideration of the mutual promises
of the other, agree to amend their existing agreement as follows:
I. DDTI warrants the quality of data it collected for use in the product and warrants that it
will correct any data in the product found to be incorrect without charge to the City;
2. DDTI does not warrant any of the data taken from sources not produced by DDTI.
Such data includes that data used in mapping which was obtained in part from satellite-
controlled positioning, and that data gathered from public records maintained by
organizations other than DDTI.
3. If the error in the product is the result of errors in the inputs which were provided from
somewhere other than DDTI and upon which DDTI relied, including information
provided by the City to DDTI or satellite position, then DDTI will correct the data in the
product on a time and materials basis at DDTI's then current labor charges.
4. DDTI further disclaims liability for any damages, including any consequential
damages, that result from the use or misuse of the data contained in the product and/or
the product by any person.
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5. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, DDTI
MAKES NO WARRANTIES HEREUNDER, AND DDTI EXPRESSLY
DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6. To the extent not inconsistent with City's sovereign immunity rights, the City agrees to
hold DDTI harmless for any incorrect data not generated by DDTI under the Agreement.
7. The City agrees that it will not make any warranties or other assurances to the users of
the product on DDTI's behalf.
8. To the extent not inconsistent with City's sovereign immunity rights, the City further
agrees that it will specifically disclaim all warranties on DDTI's behalf and disclaim on
DDTI's behalfliability for any damages, including consequential damages, resulting
from the use or misuse of the data contained in the product and/or the product by any
person.
DA TED this ~ day of
~
, 20t)b .
CITYO~H
City M~r i,;B
fY'A"'~S er-
CONSULTANT
~u~ &~AA:J-'
Signature
C;,1flCA. 8,.4N..-
Printed Name
~UJ//)t;,v)'
Title
(Corporate Seal)
Attest! Authenticated:
fvd ik}
Seer my 4< ~
CA-6
EXHIBIT "B"
The City of Boynton Beach, Florida
GPS Road Centerline Project with Field Verified Point Based Addressing
Scope of Services:
DDTI will create a GPS derived road centerline with field verified point based addressing for
The City of Boynton Beach, FL. Consultant will drive every road (public and private) and field
verify all addressable structures (commercial and residential) with our mobile mapping process.
This will create a highly accurate (typically sub-meter) GPS derived GIS base data that can be
utilized by all local governments. DDTI's GIS data sets are created for the use in 9-1-1
applications, supporting point address location and routing of responding vehicles. The Project
approach will be as described in DDTI's response to RFQ#04l-221O-06/CJD.
Deliverables as per RFQ:
· GPS x, y, and z point database of all collected centerline points with accuracy estimates in
Microsoft Access format.
· Geo-coded and field verified address point database in Arc View shape file format.
· Road arc feature centerline database with associated attributes in Arc View Shape files.
· Road point feature database (bridges, railroad crossings, etc.) in ArcView Shape files
· Road Name Table consisting of road names and aliases.
Payment:
DDTI will invoice the City at the start of work $18,500 for Project Management, Travel, and
Setup. When field work is complete, DDTI will invoice the City for $42,750. During post
production work, DDTI will invoice two monthly payments for $21,375. The City will retain
10% of the amount due at each invoice until the City is satisfied that work has been completed
according to the agreement, at which point the City will pay the $10,400 withheld. Total
payments are $104,000.
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