HomeMy WebLinkAboutRes2021-068Sponsored by: Bower
CITY OF SEWARD, ALASKA
RESOLUTION 2021-068
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD,
ALASKA, AUTHORIZING THE CITY MANAGER TO ENTER INTO AN
AGREEMENT WITH FLO ANALYTICS TO CONDUCT A GEOGRAPHIC
INFORMATION SYSTEM (GIS) NEEDS ASSESSMENT FOR THE CITY
OF SEWARD, CREATE A STRATEGIC GIS PLAN, AND ASSIST THE
CITY WITH THE IMPLEMENTATION OF THAT PLAN, FOR A TOTAL
ESTIMATED COST OF $35,120
WHEREAS, the City of Seward requested a quote from FLO Analytics to assess the list
of existing Geographic Information System (GIS) projects and provide an ongoing reference
document that will guide the City toward improved operations, efficiency, and data access through
a clear timeline, task list, and structure; and
WHEREAS, a GIS Needs Assessment / Strategic Plan is a critical component not only in
establishing the City goals and objectives and the tasks / projects required to achieve those goals,
but also in getting buy -in from other departments and organizations; and
' WHEREAS, a consistent, up to date GIS provides considerable cost saving opportunities
and benefits; such as locating utilities and facilitating emergency repairs; and
WHEREAS, GIS workflows and data access can save time in the field, as well as reduce
data duplication, avoid loss of records, and provide wider access to important information; and
WHEREAS, GIS often underpins public self-service tools like identifying local zoning,
business requirements or restrictions, which can help reduce the burden of requests on city staff;
and
WHEREAS, establishing data standards and workflows improve data quality and
confidence, and reduces the risk of losing institutional knowledge when staff leave or retire.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF SEWARD, ALASKA that:
Section 1. The City Manager is hereby authorized to enter into an agreement with FLO
Analytics to improve the overall Geographic Information System (GIS) capabilities and
functioning for all departments, and to conduct a GIS needs assessment to create a strategic plan
and assist the City with its implementation, for a total estimated cost of $35,120.
' Section 2. This resolution shall take effect immediately upon adoption.
CITY OF SEWARD, ALASKA
RESOLUTION 2021-068
PASSED AND APPROVED by the City Council of the City of Seward, Alaska, this 28a'
day of June, 2021.
THE CITY OF SEWARD, ALASKA
(6-0
any Baclaan, Vice Mayor
AYES:
DeMoss, McClure, Casagranda, Seese, Osenga, Baclaan
NOES:
None
ABSENT:
Terry
ABSTAIN:
None
DLA
18% ME
(City Seal)
SEAL
OF
1
i
Council Agenda Statement
Meeting Date: June 28, 2021
To: City Council
Through: Janette Bower, City Manager
From: Jackie C. Wilde, Community Development Director
Agenda Item: Resolution Of The City Council Of The City Of Seward, Alaska,
To Enter Into An Agreement With FLO Analytics For A Total
Estimated Cost Of $35,120 plus a 10% contingency To Conduct A
GIS Needs Assessment For The City Of Seward, Create A Strategic
GIS Plan, And Assist The City With The Implementation Of That
Plan
BACKGROUND & JUSTIFICATION:
The Community Development Department maintains the Geographic Information System (GIS)
for City of Seward. The current GIS system is used by Community Development, Electric, Fire,
Harbor, Parks and Recreation, and Public Works. over the last couple years Community
Development department has been working with all departments on the uses and needs of GIS.
Community Development requested a quote from FLO Analytics and Alaska Map Company to
assess the list of existing Geographic Information System (GIS) projects and provide an
ongoing reference document that will guide the City toward improved operations, efficiency,
and data access through a clear timeline, task list, and structure.
During the pandemic community development along with other departments realized the need for
our programs to be accessible and up to date.
A GIS needs Assessment / Strategic Plan is a critical component not only in establishing the City
goals and objectives and the tasks / projects required to achieve those goals, but also in getting
buy -in from other departments and organizations. A consistent, up to date GIS provides
considerable cost saving opportunities and benefits; such as locating utilities and facilitating
emergency repairs.
The Community Development Department will use the departmental GIS plans as input to look
for opportunities for departments to work together in their database and application development
efforts.
GIS workflows and data access can save time in the field, as well as reduce data duplication, avoid
loss of records, and provide wider access to important information by all departments and citizens.
GIS often underpins public self-service tools like identifying local zoning, business requirements
or restrictions, which can help reduce the of requests on city staff.
FLO and Alaska Map Company will establish data standards and workflows improve data quality
and confidence, and reduces the risk of losing institutional knowledge when staff leave or retire.
"rN
INTENT: The needs assessment and training will help Community Development work with each city
department create a city-wide departmental GIS plan which will address such issues as database
development and update cycles, hardware and software needs, application development, departmental
GIS organization and personnel needs, and GIS project management. Departmental plan will outline
the department's GIS priorities.
CONSISTENCY CHECKLIST:
Yes I No I N/A
..........
Comprehensive Plan (2030, approved by Council May 30, 2017)
3.2.2.2 Continue to support and fund in-house Geographic Information System
1 • (GIS) capability by coordinating with other agencies to build on existing borough X
mapping that shows zoning, subdivisions, existing uses, natural hazards, and other
GIS data.
Strategic Plan (Approved by Council Resolution 99-043): 1 { 4 X
3. l Municipal Lands Management Plan I II- X
FISCAL NOTE:
This requires an additional appropriation of $3,632 from General Fund Reserves to 01000-I I80-
7009 Contracted Services. The mid cycle budget included $35,000 already appropriated in the
mid cycle budget adjustment with Resolution 202I-043.
Approved by Finance Department
ATTORNEY REVIEW: Yes _ w No Not Applicable X
RECOMMENDATION:
City Council approves Resolution 2021-068 To Enter Into An Agreement With FLO Analytics
and Alaska Map Company For A Cost Of $35,120 plus a 10% contingency for a total of $38,632
To Conduct A GIS Needs Assessment For The City Of Seward, Create A Strategic GIS Plan,
And Assist The City With The Implementation Of That Plan.
411111101101
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qq� Analytics
2815 2nd Avenue, Suite 540 1 Seattle, WA 98121 1 1-888-847-0299 1 www.flo-analytics.com
April 28, 2021
Project No. PF1948.01.01
Jackie Wilde
City of Seward
City Hall Building
410 Adams Street
Seward, Alaska 99664
Re: City of Seward GIS Needs Assessment/Strategic Plan
Dear Ms. Wilde:
FLO Analytics (FLO) appreciates the opportunity to submit this proposal to the City of Seward
(the City) to assess the list of existing Geographic Information System (GIS) projects and tasks
provided and estimate the required budget. The tasks discussed below are based on the
previous work done by the Alaska Map Company to identify City GIS requirements. All tasks
will be reviewed during the needs assessment and are subject to modification.
The GIS Needs Assessment/Strategic Plan is a critical component not only in establishing the
City goals objectives and the tasks/projects required to achieve those goals, but also in getting
buy -in from other departments and organizations. It will provide an ongoing reference
document that will guide the City toward improved operations, efficiency, and data access
through a clear timeline, task list, and structure. FLO will be subcontracting Alaska Map
Company to provide local knowledge and support that will help keep efficiency high and enable
us to provide a local contact in these travel -restricted times.
Cost benefits of GIS
A consistent, up to date GIS provides considerable cost saving opportunities and benefits. GIS
can provide a system of record for a variety of data, and can be linked or combined with other
systems to improve data access. It can be configured to support offline access, invaluable in
poorly connected areas and emergencies. Digital workflows and data access can save time in
the field, as well as reduce data duplication, avoid loss of records and provide wider access to
important information. Access to up-to-date data is vital for locating utilities and facilitating
emergency repairs, with savings for a single event easily reaching 10's or 100's of thousands of
dollars. Maintenance and repair activities can be made more efficient by combining work on
co -located utilities, resulting in less road re -opening, saving money on time, materials and
lessening disruption to the public. A GIS often underpins public self-service tools like
identifying local zoning, business requirements or restrictions, which can help reduce the
burden of requests on city staff. Establishing data standards and workflows improved data
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120
Ms. Wilde
April 28, 2021
Page 2
Project No. PF1948.01.01
quality and confidence, and reduces the risk of losing institutional knowledge when staff leave
or retire. Overall, improved data access and confidence results in staff utilizing the information
more effectively, saving time and money and better serving the people of the city of Seward.
SCOPE OF WORK
Task 1—GIS Needs Assessment/Strategic Plan
This task is the critical first step in improving the system, and involves conducting an in-depth
needs assessment to identify how the City can best use its GIS investment to support its overall
goals and mission and establish the best use of GIS resources going forward. The needs
assessment consists of evaluating key components such as software, hardware, and network
environments, and identifying GIS personnel and current or potential users of GIS tools or
data. Existing GIS and GIS-associated data, data storage, and access will be reviewed, including
externally managed data that may be important to the organization. The current list of GIS
projects provided by the City will be reviewed and updated as required.
We start with a kickoff meeting to establish contacts and review and confirm the overall goals
and objectives. Evaluations will involve interviews with key staff and all departmental
representatives, IT contractors, and consultants of Kenai Peninsula Borough GIS staff as
identified in the kickoff meeting. The interviews are used to identify data quality perceptions,
current and desired use of data, and other important components that the GIS will be required
to deliver. Topics covered may include goals and expectations, personnel resources and
responsibilities, use of software, data requirements, constraints, day-to-day workflows, and
desired outcomes. GIS and departmental goals will be evaluated against organizational goals to
ensure that these are in alignment. If possible, FLO staff will attend one day of on -site
interviews, but interviews may be conducted via videoconferencing or telephone as
circumstances require. Interview follow-up may be via phone or email.
System evaluations and staff interviews will focus on:
• Understanding the City's general goals and objectives (both short- and long-term)
• Evaluating personnel resources and responsibilities
• Evaluating the use of relevant software technologies (e.g., ArcGIS)
• Identifying relevant spatial data repositories, including datasets currently managed
by the City (e.g., physical assets and associated attributes), as well as supporting
datasets necessary to fulfill the functional requirements
• Evaluating and documenting data schemas and data capture requirements
• Identifying data synchronization requirements and available options
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121
Ms. Wilde Project No. PF1948.01.01
April 28, 2021
Page 3
• Evaluating the City's imagery needs and options
• Evaluating hardware, server, and network resources, including mobile devices
• Identifying departmental GIS goals and requirements within the framework of the
City's goals and mission
• Identifying and evaluating institutionalized procedures and methods for creating,
maintaining, and interacting with key data repositories and technologies
Additionally, FLO will focus on evaluating how the above interrelate to work toward:
• Systems interoperability
• Improved workflow automation
• Mobile data access and collection
We understand that the City currently has much of its data in the Esri Local Government
Information Model (LGIM), which is an excellent starting point for data standardization. The
needs assessment will include schema evaluation and identification of datasets (e.g., Seward
Electric) that should be aligned with the LGIM structure. A key element will be maintaining
compatibility with external systems and tools such as ArcGIS Online or asset management and
meter -reading tools. Data capture has already been identified as a need at the City. The most
appropriate data capture approach and procedures, along with the City's data accuracy needs,
will be documented.
The findings and recommendations will be compiled into a GIS Needs Assessment/Strategic
Plan memo -style document that highlights the City's overarching goals, summarizes existing
capacity, and details any components required to address identified gaps or improve processes
and efficiency. The report will describe both citywide and department projects and tasks as
applicable, with high-level project descriptions, purpose, estimated level of effort or cost, and
a summary of technical recommendations as appropriate. The report will be supplied as a draft
for City staff's review and comment. It is intended as a terse, focused document heavy on
actionable, prioritized tasks with at least a general level of associated effort to assist in
budgeting. A suggested timeline will be developed, taking into account the City's budget,
requirements, and deadlines and will establish the goals of the city and GIS for the next 3-5
years.
Assumptions:
• City and consultant staff (as required) will be available for interview.
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Ms. Wilde
April 28, 2021
Page 4
Deliverables:
Project No. PF1948.01.01
• GIS Strategic Plan memo document, project backlog, and estimated timeline.
Task 2—Term GIS Support
This task involves providing on -call and term GIS support to the City, as determined by the
City in conjunction with the findings of the GIS Needs Assessment. This may include projects
such as:
• As -built data updates
• Data synchronization
• Municipal Lands data updates
• Parcel Accuracy improvements
• Address management
• ArcGIS Online management
• Cemetery data
• Training
• Miscellaneous cartography products
All requested GIS support will be scoped as required prior to starting work.
Assumptions:
• The city will designate a point of contact or contacts for GIS support requests.
• Support staff can access City GIS data, network, and online environments as
required, including remotely.
Deliverables:
• As defined in the GIS Needs Assessment and/or requested by city staff and scoped
as appropriate.
BUDGET
The estimated cost to perform the proposed work is $35,120 (see budget table below). This
cost estimate does not represent a lump sum. FLO bills for time and materials, consistent with
the attached schedule of charges. Charges for work that is not part of the proposed scope of
work are not included in the budget estimate. FLO may apply money from one task to another
to complete the scope of work.
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123
Ms. Wilde
April 28, 2021
Page 5
Project No. PF1948.01.01
Task
FLO Analytics
Alaska Map Co
Total
Hours
I Labor
I Direct
1
2
GIS Needs Assessment/Strategic Plan
Term GIS Support
94
54
$13,760
$7,500
$0
$0
$2,640
$11,220
$16,400
$18,720
Total Estimated Cost $35,120
The estimated cost and proposed scope of work are based on information available to FLO at
this time. If conditions change, unforeseen circumstances are encountered, or work efforts are
redirected, the cost estimate may require modification.
SCHEDULE
FLO will begin work within 30 days of receiving authorization to proceed. This proposal is
valid for 60 days.
After you have reviewed this submittal, please indicate your approval of the proposal by signing
below and returning the document to us as electronic or hard copy. Please retain a copy for
your records.
Sincerely,
FLO Analytics
er Vick
Managing Director
Attachments: Schedule of Charges
General Terms and Conditions
ran Herbert
Director of Technology
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124
Ms. Wilde
April 28, 2021
Page 6
Project No. PF1948.01.01
The above proposal, including all attachments, has been read and understood and is
hereby agreed to and accepted. It is agreed that the attached "Schedule of Charges,"
"General Terms and Conditions" (which contains a limitation of liability provision),
and Addendum(s), if any, form an express part of the Contract, as evidenced by my
signature below:
City of Seward
Name
(please print
ATTEST:
Brenda Ballou, MMC
City Clerk
Date
Title
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125
FLO
Analytics
PERSONNEL CHARGES
SCHEDULE OF CHARGES
Principal...............................................................................................................
$200-250/hour
Senior.....................................................................................................................
$150-210/hour
Project....................................................................................................................
$140-155/hour
Staff........................................................................................................................
$120-135/hour
Analyst...................................................................................................................
$135445/hour
Technician/Design..............................................................................................
$115-125/hour
Administrative Support.........................................................................................
$95-105/hour
Depositions and expert witness testimony, including preparation time, will be charged at 150 percent of the
above rates.
Travel time will be charged in accordance with the above rates.
SUBCONTRACTORS
Charges for subcontractors will be billed at cost plus 15 percent.
EXPENSES
Charges for outside services, equipment, and facilities not furnished directly by Maul Foster &
Alongi, Inc. will be billed at cost plus 10 percent. Such charges may include, but shall not be limited
to the following:
Printing and photographic reproduction Rented equipment
Rented vehicles Shipping charges
Transportation on public carriers Meals and lodging
Special fees, permits, insurance, etc. Consumable materials
DIRECT CHARGES
Vehicle per mile will be billed at $0.75.
Charges for specialized software modeling and equipment are as specified in the scope of work.
Field equipment rates are set forth in the Field Equipment Rate Schedule.
The rates for document production are set forth in the Document Production Rate Schedule.
RATE CHANGES
Schedule of Charges are subject to change without notice.
L:\MFA Policies & Procedures Manual\08 Project Management\Contract Forms\FLO - Specific Contract Forms\Original\FLO Schedule of
Charges 2021.docx 126
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ARTICLE 1—PROFESSIONAL RESPONSIBILITY
GENERAL TERMS AND CONDITIONS
Maul Foster and Alongi, Inc., a Washington corporation, doing business as FLO Analytics (hereinafter called "FLO"), shall
perform the Services specified in this Agreement consistent with the level of care and skill ordinarily exercised by other
professional consultants under similar circumstances at the same time the Services are performed; subject, however, to any
express limitations established by the CLIENT as to the degree of care and amount of time and expense to be incurred and any
other limitations contained in this Agreement. No other representation, warranty or guaranty, express or implied, is included in or
intended by this Agreement or any other of FLO's services, proposals, agreements or reports contemplated by this Agreement.
ARTICLE 2—INDEPENDENT CONTRACTOR STATUS; LEGAL RELATIONSHIP
The parties intend that FLO, in performing Services specified in this Agreement, shall act as an independent contractor and shall
have control of its work and the manner in which it is performed. FLO shall be free to contract for similar services to be
performed for other individuals or entities while it is under contract with CLIENT.
ARTICLE 3—BILLING AND PAYMENT
Invoices will be submitted monthly and shall be due and payable upon receipt. Payment shall be made to FLO Analytics and
delivered to:
FLO Analytics
109 East 13a' Street
Vancouver, WA 98660
Interest at the rate of one and one-half percent (1.5%) per month, but not exceeding the maximum rate allowable by law, shall be
payable on any amounts that are due but unpaid within thirty (30) days from receipt of invoice, payment to be applied first to
accrued late payment charges and then to the principal unpaid amount. FLO may, at its option, withhold delivery of reports and
any other data pending receipt of payment for services rendered. Remittance will be mailed to FLO at the address noted on such
invoices or as FLO may otherwise advise.
ARTICLE 4—LIMITATION OF LIABILITY
CLIENT agrees to limit the liability of FLO, its officers, directors, shareholders, employees, agents and representatives (the
"FLO Parties") to CLIENT for all claims and legal proceedings of any type arising out of or relating to the performance of
Services under this Agreement (including, but not limited to, FLO's breach of the Agreement, its professional negligence, errors
and omissions and other acts) to the greater of $100,000 or the amount of FLO's Fee. Failure of CLIENT to give written notice
to FLO of any claim of negligent act, error or omission within one (1) year of performance shall constitute a waiver of such claim
by CLIENT. In no event shall FLO be liable for any direct, special or consequential loss or damages. FLO is solely responsible
for performance of this contract, and no affiliated company, director, officer, employee, or agent shall have any legal
responsibility hereunder, whether in contract or tort, including negligence.
ARTICLE 5—INDEMNIFICATION
Subject to the limitation of liability above, FLO shall indemnify, defend and hold CLIENT harmless from the proportionate
share of any claim, suit, liability, damage, injury, cost or expense, including attorneys fees, or other loss (hereafter collectively
called "Loss") arising out of (a) FLO Parties' breach of this Agreement or (b) FLO Parties' willful misconduct or negligence in
connection with the performance of the Services under this Agreement.
CLIENT agrees to indemnify, defend and hold harmless FLO Parties from any Loss arising out of (a) CLIENT's breach of the
Agreement, or (b) CLIENT's willful misconduct or negligence in connection with performance of the Agreement. To the extent
such Loss is caused by FLO's negligence, CLIENT shall indemnify, defend, and hold FLO harmless from the proportional share
of the Loss resulting from the acts or negligence of others.
MFA\L:\MFA Policies & Procedures Manual\08 Project M2n2gement\Contc2at2f7oLms\FLO - Specific Contract Forms\Original\FLO T&C.docx
ARTICLE 6—TERM OF AGREEMENT; TERMINATION
The obligations of the parties to indemnify and the limitations on liability set forth in this Agreement shall survive the expiration
or termination of this Agreement.
ARTICLE 7—TIME OF PERFORMANCE/FORCE MAJEURE
FLO makes no warranties regarding the time of completion of Services, and shall not be in default of performance under this
Agreement where such performance is prevented, suspended or delayed by any cause beyond FLO's control.
Neither party will hold the other responsible for damages for delays in performance caused by acts of God or other events
beyond the control of the other party and which could not have been reasonably foreseen or prevented. If such events occur, it is
agreed that both parties will use their best efforts to overcome all difficulties arising and to resume as soon as reasonably possible
performance of Services under this Agreement. Delays within the scope of this provision will extend the contract completion
date for specified services commensurately or will, at the option of either party, make this Agreement subject to termination or to
renegotiation.
ARTICLE 8—SUSPENSION OF SERVICES
CLIENT may suspend further performances of Services by FLO by ten (10) days prior written notice. If payment of invoices by
CLIENT is not maintained on a thirty (30) day current basis, FLO may suspend further performance until such payment is
restored to a current basis. Suspensions for any reason exceeding thirty (30) days will, at the option of FLO, make this Agreement
subject to termination or renegotiation.
All suspensions will extend the contract completion date for specified services commensurately, and FLO will be paid for services
performed to the suspension date plus suspension charges. Suspension charges are defined as those charges relating to costs
incurred which are directly attributable to suspension of services, including, but not limited to, personnel rescheduling, equipment
rescheduling, and/or reassignment adjustments.
ARTICLE 9—CHANGED CONDITIONS
If, during the course of the performance of the Services under this Agreement, conditions or circumstances develop or are
discovered which were not contemplated by FLO at the commencement of this Agreement, and which materially affect FLO's
ability to perform the Services or which would materially increase the costs to FLO of performing the Services, then FLO shall
notify the CLIENT in writing of the newly discovered conditions or circumstances, and CLIENT and FLO shall renegotiate in
good faith the terms and conditions of this Agreement. If amended terms and conditions cannot be agreed upon within thirty
(30) days after the mailing of such notice, FLO may terminate the Agreement and be compensated as set forth in the section of
this Agreement entitled TERM OF AGREEMENT; TERMINATION.
ARTICLE 10—INSURANCE
FLO agrees to use its best efforts to maintain Professional Liability, Commercial General Liability, Automobile Liability, statutory
Worker's Compensation and Employers' Liability insurance coverage during the period of performance of services hereunder in
the following minimum amounts:
A. Worker's Compensation
Employer's Liability
B. Commercial General Liability
(including Contractual Liability)
Bodily Injury
Property Damage
LIMITS OF LIABILITY
Statutory
$1,000,000
$1,000,000 combined single limits for each
occurrence or aggregate
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C. Comprehensive Automobile Liability
(Owned, Hired, and Non -owned Vehicles)
Bodily Injury
Property Damage
LIMITS OF LIABILITY
$1,000,000 combined single limits for each
occurrence or aggregate
D. Professional Liability: $1,000,000 combined single limits for each
occurrence or aggregate
At CLIENT's request, insurance certificates will be provided by FLO to evidence such coverages.
ARTICLE 11—RIGHT OF ENTRY AND UNAVOIDABLE DAMAGES
Client agrees to grant or arrange for right of entry when deemed necessary by FLO to perform the Services at the Project Site,
whether or not the Project Site is owned by CLIENT.
ARTICLE 12—SUBCONTRACTORS
FLO may, in its sole discretion, subcontract for the services of others without obtaining CLIENT's consent where FLO deems it
necessary or desirable to have others perform certain services. If FLO, in its sole discretion, deems it necessary or desirable to
obtain Client's advance concurrence as to any proposed subcontract, FLO may make a written request to CLIENT to review the
qualifications and suggested scope of work to be performed by such proposed subcontractor and CLIENT shall either grant or
deny such concurrence within a reasonable time after receipt of such request.
ARTICLE 13—OWNERSHIP AND REUSE OF DOCUMENTS
All documents furnished by FLO pursuant to this Agreement are instruments of FLO's services. FLO may retain an ownership
and property interest therein, and FLO shall, in its sole discretion, have the right to dispose of or retain all such documents. Such
documents are not intended or represented to be suitable for reuse by CLIENT or others, unless specifically agreed to in writing
by both parties. Any such reuse without specific written verification and adaptation by FLO for the specific purpose intended will
be at the reuser's sole risk and without liability or legal exposure to FLO. Any transfer of electronic data hereunder is solely for
Client's convenience "as is" without warranty as to contents, and is not the project deliverable unless specifically agreed to the
contrary. FLO disclaims all warranties express or implied with regard to any electronic data provided hereunder, including any
warranties of mechantability or fitness for a particular purpose.
ARTICLE 14—NO THIRD PARTY BENEFICIARIES
There are no third party beneficiaries of this Agreement, and no third party shall be entitled to rely upon any work performed or
reports prepared by FLO hereunder for any purpose whatsoever. CLIENT shall indemnify and hold FLO harmless against any
liability to any third party for any Loss arising out of or relating to the reliance by any such third party on any work performed or
reports issued by FLO hereunder.
ARTICLE 15—DESIGNS AND DISCOVERIES
In the course of providing Services to CLIENT, FLO may utilize or develop designs, ideas, discoveries, inventions, or
improvements of these (collectively "Ideas"), made by the FLO Parties. CLIENT agrees that FLO's utilization or development
of such Ideas does not grant CLIENT any right in the form or ownership or license to such Ideas. All Ideas utilized or developed
while providing CLIENT Services shall be deemed to be property of FLO.
ARTICLE 16—LAWS AND REGULATIONS
Both parties will be entitled to regard all applicable laws, rules, regulations and orders issued by any federal, state, regional or local
regulatory body as valid and may act in accordance therewith until such time as the same may be modified or superseded by such
regulatory body or invalidated by final judgment in a court of competent jurisdiction, unless prior to such final judicial
determination, the effectiveness of such law, rule or regulation has been stayed by an appropriate judicial or administrative body
having jurisdiction.
In the event there are changes in existing laws, codes, regulations, orders or ordinances, or the interpretation thereof, following
the performance of professional services, CLIENT agrees to defend, indemnify and hold FLO harmless from any and all claims,
including claims for fines or penalties imposed, resulting from or alleged to have resulted from noncompliance with or
nonincorporation of such changes in professional services prior to the effectiveness of such changes.
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ARTICLE 17—ASSIGNMENT
Neither party to this Agreement may delegate, assign, or otherwise transfer its rights and interests or duties and obligations under
this Agreement without prior written consent of the other party.
ARTICLE 18—ATTORNEYS' FEES AND COSTS
If any action or proceeding is commenced to enforce or interpret any of the terms or conditions of this Agreement or the
performance thereof, including the collection of any payments due hereunder, the prevailing party will be entitled to recover all
reasonable attorneys' fees, costs and expenses, including staff time at current billing rates, court costs, and other claim -related
expenses.
If FLO is requested to respond to any mandatory orders for the production of documents or witnesses on CLIENT's behalf
regarding work performed by FLO, CLIENT agrees to pay all costs and expenses incurred by FLO not reimbursed by others in
responding to such order, including attorney's fees, staff time at current billing rates and reproduction expenses.
ARTICLE 19—GOVERNING LAW
This Agreement shall be subject to, interpreted and enforced according to the laws of the State from which FLO's services are
procured.
ARTICLE 20—SEVERABILITY
Any provision of this Agreement held in violation of any law will be deemed stricken and all remaining provisions shall continue
valid and binding upon the parties. The parties will attempt in good faith to replace any invalid or unenforceable provision(s) of
this Agreement with provisions which are valid and enforceable and which come as close as possible to expressing the intention
of the original provisions.
ARTICLE 21—ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between CLIENT and FLO. It supersedes any and all prior written or oral
agreements, negotiations, or proposals, or contemporaneous communications with respect to the subject matter hereof, and has
not been induced by any representations, statements, or agreements other than those herein expressed. No amendment to this
Agreement hereafter made between the parties will be binding on either party unless reduced to writing and signed by authorized
representatives of both parties.
MFA\L:\MFA Policies & Procedures Manual\08 Project M2n2gement\Contc2at3CDLms\FLO - Specific Contract Forms\Origuial\FLO T&C.docx 4