Ordinance No. 15,198 ORDINANCE NO. 15,198
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING THE PURCHASE OF GIS REMEDIATION SERVICES FROM
DATAMARK, A DIVISION OF MICHAEL BAKER, INTERNATIONAL, INC., TO
ESTABLISH LOCATION VALIDATION, ROUTING, AND THE GEOSPATIAL
LAYERS NECESSARY TO BE IN COMPLIANCE WITH NATIONAL EMERGENCY
NUMBER ASSOCIATION (NENA) NEXT GENERATION 9-1-1 (NG9-1-1) CORE
SERVICES; AUTHORIZING PAYMENT IN THE AMOUNT OF NINETY-ONE
THOUSAND, FIVE-HUNDRED, TWENTY DOLLARS ($91,520.00) BY THE CITY
OF BAYTOWN; MAKING OTHER PROVISIONS RELATED THERETO; AND
PROVIDING FOR THE EFFECTIVE DATE THEREOF.
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BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and
directs the City Manager to execute and the City Clerk to attest to a software as a service agreement with
Datamark, a division of Michael Baker, International, Inc. to establish location validation,routing, and the
geospatial layers necessary to be in compliance with National Emergency Number Association (NENA)
Next Generation 9-1-1 (NG9-1-1) Core Services. A copy of said agreement is attached hereto as Exhibit
"A" and incorporated herein for all intents and purposes.
Section 2: That the City Council of the City of Baytown authorizes payment in the amount
of Ninety-One Thousand, Five-Hundred, Twenty Dollars($91,520.00) to Datamark, a division of Michael
Baker, International, Inc. based upon the agreement authorized in Section 1 hereinabove.
Section 3: This ordinance shall take effect immediately from and after its passage by the
City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City C cil of the City of
Baytown this the 81h day of September,2022.
NDON CAPETILLO, ayor
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ANGELA CK } lerko°°'-�..
APPROVED AS O RM:
SCOTT LEMO D, City Attorney
LegaFR:lScott\Ordinances 9-8-22\DatamarkSaaS.doc
EXHIBIT "A"
DATAMARK®
Software as a Service Agreement
This Software as a Service (SaaS)Agreement(the "Agreement"), by and between DATAMARK, a
division of Michael Baker International, Inc. ("Michael Baker"), Michael Baker is a Pennsylvania
corporation with offices located at 5 Hutton Centre Drive, Suite 500, Santa Ana, CA 92707
("DATAMARK") and City of Baytown, ("Customer"), a governmental entity with offices located at
7800 N. Main St. Baytown,TX 77521.
WHEREAS, Customer wishes to procure from DATAMARK the access and use of Validate-Edit-
Provision(VEP) software described herein, and DATAMARK wishes to provide such access and use of
VEP software to Customer, each on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,the parties agree that the following terms and conditions will apply to the software and
Related Materials provided under this Agreement and subscriptions placed thereunder.
1. VEP Software.
1.1. VEP Systems. Subject to and conditioned on Customer's and its Authorized Users compliance
with the terms and conditions of this Agreement, during the Term, DATAMARK shall use
commercially reasonable efforts to provide to Customer and its Authorized Users access and use
of the DATAMARK VEP Software as described below, (collectively,the "VEP Software"), in
accordance with the Related Materials and terms and conditions hereof, including to host,
manage, operate, and maintain the VEP Software for remote electronic access and use by
Customer and its Authorized Users.
The VEP Software is implemented using cloud native technology to provide capability for the
validating, editing, and provisioning of GIS data for public safety grade GIS data(the "VEP
Systems"). DATAMARK shall also provide to Customer and its Authorized Users, as it
becomes available, materials related to the access and use of VEP Software (e.g., "Related
Materials"). For example DATAMARK may provide Related Materials comprising
specifications, documentation, other information, other data, documents, materials,works, other
content, devices, methods,processes, hardware, other software and other technologies or
inventions, including any deliverables, descriptions(e.g., technical, functional, etc.),
requirements,plans, or reports, that are provided or used in connection with the VEP Software or
otherwise comprise or relate to the VEP Software or VEP Systems. "Documentation"includes
any manuals, instructions or other documents or materials that the DATAMARK provides or
makes available to Customer in any form or medium and which describe the functionality,
components, features or requirements of the VEP Software, such as any aspect of the installation,
configuration, integration, operation,use, support or maintenance thereof.
Maintenance and support of the VEP Software for access and use by Customer and its
Authorized Users will be in substantial conformity with the documentation and support based on
the Service Level Agreement and Maintenance Terms provided in Appendix A.
1.2. VEP Software and System Control. Except as otherwise expressly provided in this Agreement or
in the Service Level Agreement and Maintenance Terms provided in Appendix A, as between the
parties:
a) DATAMARK has and will retain sole control over the operation, provision, maintenance
and management of the VEP Software and Related Materials, including the: (i)
DATAMARK Systems; (ii) selection, deployment, modification and replacement of the
VEP Software; and(iii)performance of support, maintenance, upgrades, corrections and
repairs as described in Appendix A; and
b) All right, title and interest in and to the DATAMARK SaaS, including the VEP System,
VEP Software, and Related Materials, including all Intellectual Property Rights therein,
are and will remain with DATAMARK and the respective rights holders in the Third-
Party Materials. Customer has no right, license or authorization with respect to any of
the DATAMARK SaaS or Related Materials except as expressly set forth in Section 2
and 3 or the applicable third-party license. All other rights in and to the VEP System,
VEP Software, and the Related Materials are expressly reserved by DATAMARK and
the respective third-party licensors.
1.3. Changes. DATAMARK reserves the right, in its sole discretion, to make any changes to the VEP
Software and Related Materials that it deems necessary or useful.
2. DATAMARK SaaS. The specific DATAMARK intemet-accessible service identified in Exhibit A
that provides use and access of DATAMARK's VEP System and VEP Software that is remotely
hosted by DATAMARK and/or its network provider and made available to Customer over a network
on a term-use basis ("DATAMARK SaaS").
2.1. Authorization. DATAMARK hereby grants to Customer, during the Term, a non-exclusive, non-
assignable, worldwide right to access, use, display, and execute the VEP Systems solely for the
permitted Use by and through Authorized Users in accordance with the conditions and
limitations set forth in this Agreement and up to the number of seats as documented in Exhibit C.
DATAMARK hereby grants a non-exclusive, non-assignable, worldwide right to access, use, and
display the VEP Software, and Related Materials. The grants herein are subject to and
conditioned on Customer's payment of the Fees and compliance and performance in accordance
with all other terms and conditions of this Agreement.
2.2. Remote Host. Customer acknowledges that this Agreement is a SaaS agreement and
DATAMARK will not be delivering copies of the Software to Customer as part of this SaaS
Agreement.
2.3. Customer Systems. Customer has and will retain sole control over the operation, maintenance
and management of, and all access to and use of, the Customer Systems, and sole responsibility
for all access to and use of the VEP Software and Related Materials by any Person by or through
the Customer Systems or any other means controlled by Customer or any Authorized User,
including any: (i) information, instructions or materials provided by any of them to the VEP
Software or DATAMARK SaaS; (ii)results obtained from any use of the DATAMARK SaaS or
Related Materials; and (iii) conclusions, decisions or actions based on such use.
2.4. License from Customer. Subject to the terms and conditions of this SaaS Agreement, Customer
shall grant to DATAMARK a , non-exclusive, royalty-free, non-transferable fully paid-up
license, to copy, store, configure, perform, display and transmit Customer Content, such as data
and materials provided by Customer to DATAMARK for use in connection with the VEP
Software, including, without limitation, customer applications, data files, and graphics, within
the VEP System solely as necessary by DATAMARK to provide access and use of the VEP
Software to Customer.
2.5. Customer Data; Resultant Data. As between Customer and DATAMARK, Customer is and will
remain the sole and exclusive owner of all right, title and interest in and to Customer Data and
Resultant Data, including all Intellectual Property Rights relating thereto, subject to the rights
and permissions granted in Section 2.6 hereto.
2.5.1. Consent to Use Customer Data, Resultant Data. Customer hereby irrevocably grants all
such rights and permissions in or relating to Customer Data and Resultant Data: (a) to
DATAMARK, its Subcontractors and the DATAMARK Personnel as are necessary or
useful to perform the DATAMARK SaaS; and(b) to DATAMARK as are necessary or
useful to enforce this Agreement and exercise its rights and perform its obligations
hereunder.
2.6. Reservation of Rights. Except as expressly set forth in Section 2.1 hereto, nothing in this
Agreement grants any right, title or interest in or to, no license under any Intellectual Property
Rights in or relating to, the VEP Software, VEP System, Related Materials, or third party
software, systems, or related materials used by DATAMARK ("Third Party Materials"), whether
expressly, by implication, estoppel or otherwise. Subject to Section 2.7 hereto, all right, title and
interest in and to the VEP Systems, VEP Software, the Related Materials and the Third-Party
Materials are and will remain with DATAMARK and the respective rights holders in the Third-
Party Materials.
2.7. Restrictions. Customer will not and shall not permit anyone access or use of the VEP Software
and Related Materials except as expressly permitted by this Agreement and, in the case of Third-
Party Materials,the applicable third-party license agreement. For purposes of clarity and without
limiting the generality of the foregoing, Customer shall not: rent, lease, lend, sell, license, assign,
distribute,publish, transfer or otherwise make available in whole or in any parts of the VEP
System,the VEP Software, or Related Materials, to any Person or entity, including on or in
connection with the internet or any time-sharing, service bureau, software as a service, cloud or
other technology or service; access or use the subscription, VEP System, VEP Software, or the
Related Materials for purposes of competitive analysis,the development,provision or use of a
competing software service or product or any other purpose that is to DATAMARK's detriment
or commercial disadvantage; or otherwise access or use the VEP System, VEP Software, or the
Related Materials beyond the scope of the authorization granted under the terms of the SaaS
Agreement.
2.8. Geographic Use. Customer shall only use the VEP Software for the geographic area for which
its contract applies. Any use outside the geographic area will result in additional licensing fees.
3. Service Levels. The Service Level and Maintenance Agreement for the DATAMARK SaaS, the
access and use of the VEP Software and VEP Systems is provided in Appendix A.
4. Customer Obli atg ions.
4.1. Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up,
maintain and operate in good repair and in accordance with the Related Materials all Customer
Systems on or through which the VEP Software is accessed or used; (b)provide DATAMARK
Personnel with such access to Customer's premises and Customer Systems as is necessary for
DATAMARK to perform the DATAMARK SaaS in accordance with the SLA of Appendix A
and Related Materials; and(c)provide all cooperation and assistance as DATAMARK may
reasonably request to enable DATAMARK to exercise its rights and perform its obligations
under and in connection with this SaaS Agreement.
4.2. Effect of Customer Failure or Delay. DATAMARK is not responsible or liable for any delay or
failure of performance caused in whole or in part by Customer's delay in performing, or failure
to perform, any of its obligations under this Agreement(each, a"Customer Failure").
4.3. Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity
prohibited by Section 2.3, Customer shall, and shall cause its Authorized Users to, immediately:
(a)take all reasonable and lawful hereto measures within their respective control that are
necessary to stop the activity or threatened activity and to mitigate its effects (including, where
applicable, by discontinuing and preventing any unauthorized access to the DATAMARK SaaS
and Related Materials ; and (b) notify DATAMARK of any such actual or threatened activity.
4.4. Audit. Customer gives DATAMARK unlimited rights to conduct an audit without advance notice
to ensure that additional users that do not have licenses are not accessing the system. The
DATAMARK SaaS may be suspended or terminated if DATAMARK believes, in its good faith
and reasonable discretion, that: (i) Customer or any Authorized User has failed to comply with,
any term of this Agreement, e.g., non-payment of fee, or accessed or used the DATAMARK
SaaS beyond the scope of the rights granted, (e.g., more individuals accessing system than
license paid for, etc.); (ii)Customer or any Authorized User is, has been, or is likely to be
involved in any fraudulent, misleading or unlawful activities relating to or in connection with any
of the DATAMARK SaaS; or(iii) this SaaS Agreement expires or is terminated.
5. Data Obligations.
5.1. Security Measures. DATAMARK will employ security measures in accordance with applicable
industry practice. The VEP Software secures and restricts data access to Customer Data and/or
Resultant Data through customized download and editing modules eliminating a need for
additional plugins or downloads. Access to the DATAMARK SaaS is restricted to Authorized
Users only and no data is made publicly available. File level access or repository browsing are
transmitted through secure channels, including HTTPS security, and such capabilities are
secured and not exposed to any Customer, data files used with the VEP Software are scanned for
virus and malware, security performed in virtually isolated digital locations for safety from other
Customer Data and Resultant Data.
5.2. Customer Control and Responsibility. Customer has and will retain sole responsibility for: (a) all
Customer Data, including its content and use and any data that is not accurate; (b) all
information, instructions and materials provided by or on behalf of Customer or any Authorized
User in connection with the DATAMARK SaaS; (c) Customer's information technology
infrastructure, including computers, software, databases, electronic systems(including database
management systems) and networks, whether operated directly by Customer or through the use
of third-party services ("Customer Systems"); (d)the security and use of Customer's and its
Authorized Users' Access Credentials; and (e) all access to and use of the VEP Software, VEP
Systems, and Related Materials directly or indirectly by or through the customer systems or its
Authorized Users' access credentials, with or without Customer's knowledge or consent,
including all results obtained from, and all conclusions, decisions and actions based on, such
access or use. Customer will retain sole responsibility for prohibiting any actions to bypass or
breach any security or protection used by the VEP System and/or the VEP Software, by any
authorized user of Customer, or those that thereby access or use the VEP System and/or the VEP
Software, other than by an Authorized User through the use of his or her own then-valid Access
Credentials.
5.3. Data Breaches. DATAMARK shall implement and maintain a program for managing
unauthorized disclosure or exposure of Customer Data stored by or accessible through the VEP
Systems ("Data Breaches"). In the event of a Data Breach, or in the event that DATAMARK
suspects a Data Breach, DATAMARK shall (i)promptly notify Customer by telephone and (ii)
cooperate with Customer and law enforcement agencies, where applicable, to investigate and
resolve the Data Breach. DATAMARK shall give Customer prompt access to such records
related to a Data Breach as Customer may reasonably request; provided such records shall be
DATAMARK's Confidential Information pursuant to Section 8 (Nondisclosure), and
DATAMARK shall not be required to provide Customer with records belonging to, or
compromising the security of, it's other customers.
5.4. Access and Security. Customer shall employ all physical, administrative and technical controls,
screening and security procedures and other safeguards necessary to: (a) securely administer the
distribution and use of all Access Credentials and protect against any unauthorized access to or
use of the DATAMARK SaaS; and(b)control the content and use of Customer Data, including
the uploading or other provision of Customer Data for Processing by the DATAMARK SaaS.
Customer shall prohibit any actions to input, upload,transmit or otherwise provide to or through
the VEP System, the VEP Software, or any of DATAMARK's computers or systems, any
information or materials that are unlawful or injurious, or contain, transmit or activate any
harmful code,back door or otherwise damage, destroy, disrupt, disable, impair, interfere with,
attempt to damage, interfere, or impede or harm in any manner the VEP System, the VEP
Software, any DATAMARK Systems or activities related to DATAMARK's provision of VEP
Software to any party, in whole or in part.
5.5. Suspension or Termination of Services. DATAMARK may suspend, terminate or otherwise deny
Customer's, or any Authorized User's access to or use of all or any part of the VEP Software or
Related Materials, without incurring any resulting obligation or liability, if DATAMARK
receives a judicial or other governmental demand or order that requires DATAMARK to do so.
6. Orders and Payments.
6.1. Orders. All DATAMARK orders are subject to the terms and conditions of this contract and the
Exhibits to the contract. If there is any conflict between an order and this contract, the contract is
controlling. All services acquired by Customer shall be governed exclusively by this SaaS
Agreement and the applicable Exhibits. Customer contract number assigned to a SaaS Agreement
will be provided to DATAMARK, in writing,prior to the start of any work.
6.2. Invoice and Payment. The Customer agrees to pay DATAMARK the fees set forth in Exhibit B
at a rate of compensation according to the deliverable payment schedule stated in Exhibit B.
DATAMARK shall invoice Customer for all fees on the SaaS Agreement effective date.
Customer shall pay all undisputed invoices within 30 calendar days after Customer receives the
invoice. Invoices must include the Customer's Purchase Order number. Except as expressly
provided otherwise, fees are non-refundable.
6.3. Fee Increases. DATAMARK Fees defined in Exhibit B of this Agreement are good for one (1)
year from the execution of this agreement unless otherwise specified. If additional users are
found to be accessing the system, DATAMARK shall invoice Customer for payment by billing
Customer for the additional users.
6.4. Payment. Customer shall pay all Fees and Reimbursable Expenses within thirty(30)calendar
days after the date of the invoice therefor. Customer shall make payments to the address or
account specified on the invoice or such other address or account as DATAMARK may specify
in writing from time to time.
6.5. Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of
taxes and similar assessments. To the extent required by applicable law, Customer is responsible
for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind
imposed by any federal, state or local governmental or regulatory authority on any amounts
payable by Customer hereunder, other than any taxes imposed on DATAMARK's income.
Customer hereby agrees to indemnify DATAMARK should any taxes be levied against
DATAMARK for which Customer is responsible under applicable law.
7. Term and Termination.
7.1. Initial Term. The term of this Agreement shall begin on the effective date and shall continue as
described in Section 7.3.
7.2. Termination. Either party may terminate this SaaS Agreement immediately upon a material
breach by the other party that has not been cured within thirty(30) days after receipt of notice of
such breach.
7.3. Renewal. VEP is sold on an annual subscription basis. Customer must notify DATAMARK(30)
days prior to the end of the then-current term to renew VEP and continue uninterrupted use.
7.4. Effect of Expiration or Termination.
7.4.1. Upon any expiration or termination of this Agreement, DATAMARK shall immediately
cease providing the VEP Software and all usage rights granted under this SaaS
Agreement shall terminate.
7.4.2. If DATAMARK terminates this SaaS Agreement due to a breach by Customer,then
Customer shall immediately pay to DATAMARK all amounts then due under this SaaS
Agreement and to become due during the remaining term of this SaaS Agreement, but for
such termination. If Customer terminates this SaaS Agreement due to a breach by
DATAMARK, then DATAMARK shall immediately repay to Customer all pre-paid
amounts for any unperformed DATAMARK SaaS scheduled to be delivered after the
termination date.
7.4.3. DATAMARK agrees to preserve and back up Customer's entire database as it would
have had the Agreement not been terminated. Upon the request of the Customer, but in
any event upon termination or expiration of the Agreement or Statement of Work,
DATAMARK shall surrender to Customer all documents and things pertaining to the
work product, including but not limited to drafts,memoranda, notes, records, drawing,
manuals, computer software, reports, data and all other documents or materials (and
copies of the same) generated or developed by DATAMARK or furnished by Customer
to DATAMARK, including all materials embodying the work product, any Customer
confidential information, or Intellectual Property Rights in such work product, regardless
of whether complete or incomplete. This Section is intended to apply to all Work Product
as well as to all documents and things furnished to DATAMARK by Customer or by
anyone else that pertain to the Work Product. In all events, DATAMARK shall
preserve Customer's data for no more than five years following termination of this
Agreement.
8. Confidentiality.
8.1. Definition. "Confidential Information" means any information disclosed by a party to the other
party, directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible
form, is marked as "confidential"or"proprietary," (b) if disclosed orally or by demonstration, is
identified at the time of initial disclosure as confidential and is confirmed in writing to the
receiving party to be "confidential" or"proprietary"within 30 days of such disclosure, (c) is
specifically deemed to be confidential by the terms of this SaaS Agreement, or(d)reasonably
appears to be confidential or proprietary because of the circumstances of disclosure and the
nature of the information itself, including trade secrets, secret designs, research and development
disclosures, or proprietary information. Confidential Information will also include information
disclosed by third parties to a disclosing party under an obligation of confidentiality. Subject to
the display of Customer Content as contemplated by this SaaS Agreement, Customer Content is
deemed Confidential Information of Customer. DATAMARK Software and Documentation are
deemed Confidential Information of DATAMARK.
8.2. Confidentiality. During the term of this SaaS Agreement and for 5 years thereafter, each party
shall treat as confidential all Confidential Information of the other party, shall not use such
Confidential Information except to exercise its rights and perform its obligations under this SaaS
Agreement, and shall not disclose such Confidential Information to any third party. Without
limiting the foregoing, each party shall use at least the same degree of care,but not less than a
reasonable degree of care, it uses to prevent the disclosure of its own confidential information to
prevent the disclosure of Confidential Information of the other party. Each party shall promptly
notify the other party of any actual or suspected misuse or unauthorized disclosure of the other
party's Confidential Information.Neither party shall reverse engineer, disassemble or decompile
any prototypes, software or other tangible objects which embody the other party's Confidential
Information, and which are provided to the party hereunder. Each party may disclose
Confidential Information of the other party on a need-to-know basis to its contractors who are
subject to confidentiality agreements requiring them to maintain such information in confidence
and use it only to facilitate the performance of their services on behalf of the receiving party.
8.3. Exceptions. Confidential Information excludes information that: (a) is known publicly at the time
of the disclosure or becomes known publicly after disclosure through no fault of the receiving
party, (b) is known to the receiving party, without restriction, at the time of disclosure or
becomes known to the receiving party, without restriction, from a source other than the
disclosing party not bound by confidentiality obligations to the disclosing party, (c) is
independently developed by the receiving party without use of the Confidential Information as
demonstrated by the written records of the receiving party; or(d) is otherwise subject to the
Texas Public Information Act,Texas Government Code §§ 552.001-.376. The receiving party
may disclose Confidential Information of the other party to the extent such disclosure is required
by law or order of a court or other governmental authority,provided that the receiving party shall
use reasonable efforts to promptly notify the other party prior to such disclosure to enable the
disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each
party may disclose the existence of this SaaS Agreement and the relationship of the parties,but
agrees that the specific terms of this SaaS Agreement will be treated as Confidential Information;
provided, however, that each party may disclose the terms of this SaaS Agreement to those with
a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and
investors.
9. Representations and Warranties.
9.1. Mutual Representations and Warranties. Each party represents and warrants to the other party
that:
a) it is duly organized, validly existing and in good standing as a corporation or other entity
under the Laws of the jurisdiction of its incorporation or other organization;
b) it has the full right,power and authority to enter into and perform its obligations and
grant the rights, licenses, consents and authorizations it grants or is required to grant
under this Agreement;
c) the execution of this Agreement by its representative whose signature is set forth at the
end of this Agreement has been duly authorized by all necessary corporate or
organizational action of such party; and
d) when executed and delivered by both parties, this Agreement will constitute the legal,
valid and binding obligation of such party, enforceable against such party in accordance
with its terms.
9.2. Additional Customer Representations, Warranties and Covenants. Customer represents,warrants
and covenants to DATAMARK that Customer owns or otherwise has and will have the necessary
rights and consents in and relating to the Customer Data so that, as received by DATAMARK
and processed in accordance with this Agreement, they do not and will not infringe,
misappropriate or otherwise violate any Intellectual Property Rights, or any privacy or other
rights of any third party or violate any applicable Law.
9.3. Warranty and Disclaimer. DATAMARK shall use reasonable efforts consistent with prevailing
industry standards to maintain the DATAMARK SaaS in a manner which minimizes errors and
interruptions in the DATAMARK SaaS and shall provide access and use of the VEP Software
and perform implementation of VEP Systems in a professional and workmanlike manner. The
DATAMARK SaaS may be temporarily unavailable for scheduled maintenance or for
unscheduled emergency maintenance, either by DATAMARK or by third-party providers, or
because of other causes beyond DATAMARK's reasonable control, but DATAMARK shall use
reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service
interruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE DATAMARK
SAAS WILL BE UNINTERRUPTED OR ERROR FREE;NOR DOES IT MAKE ANY
WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE
VEP SOFTWARE. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE VEP
SOFTWARE AND VEP SYSTEMS ARE PROVIDED "AS IS"AND COMPANY
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT.
9.4. Indemnification.
9.4.1. Indemnification by DATAMARK. DATAMARK shall defend,indemnify,and hold harmless
DIR,the State of Texas,and Customers,AND/OR THEIR OFFICERS,DIRECTORS,AGENTS,
EMPLOYEES,REPRESENTATIVES,CONTRACTORS, SUCCESSORS,ASSIGNEES,
AND/OR DESIGNEES FROM ANY AND ALL LIABILITY,ACTIONS,CLAIMS,DEMANDS,
OR SUITS,AND ALL RELATED COSTS,ATTORNEY FEES,AND EXPENSES arising out of,
resulting from,or related to:
i)any acts or omissions of DATAMARK,its employees,or Third Party Providers in or in
connection with the execution or performance of the Contract and any Purchase Orders issued
under the Contract;
ii)any and all third party claims involving infringement of United States patents,copyrights, trade
and service marks,and any other intellectual or intangible property rights(an"Infringement") in or
in connection with the execution or performance of the Contract and any Purchase Orders issued
under the Contract;
iii)any breach,disclosure,or exposure of data or information of or regarding DIR or any
Customer that is provided to or obtained by DATAMARK in connection with the Contract,
including DIR data,Customer data, confidential information of DIR or Customer, any personal
identifying information,or any other protected or regulated data by DATAMARK,its employees,
representatives,agents,or subcontractors in or in connection with the execution or performance of
the Contract and any Purchase Orders issued under the Contract; and
iv)tax liability, unemployment insurance or workers' compensation or expectations of benefits by
DATAMARK,its employees,representatives,agents,or subcontractors in or in connection with
the execution or performance of the Contract and any Purchase Orders issued under the Contract.
DATAMARK shall have no liability, duty to defend, or indemnify for any claim based on
(a)the Customer Content, (b)modification of the DATAMARK SaaS not authorized by
DATAMARK, or(c)use of the DATAMARK SaaS other than in accordance with the
Documentation and this SaaS Agreement. DATAMARK may, at its sole option and
expense,procure for Customer the right to continue use of the SaaS Services,modify the
SaaS Services in a manner that does not materially impair the functionality, or terminate
the Subscription Term and repay to Customer any amount paid by Customer with respect
to the Subscription Term following the termination date.
THE DEFENSE SHALL BE COORDINATED BY SUCCESSFUL RESPONDENT WITH THE
OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED
DEFENDANTS IN ANY LAWSUIT AND SUCCESSFUL RESPONDENT MAY NOT AGREE
TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM
THE OFFICE OF THE ATTORNEY GENERAL. FOR NON-STATE AGENCY CUSTOMERS,
THE DEFENSE SHALL BE COORDINATED BY CUSTOMER'S LEGAL COUNSEL.
SUCCESSFUL RESPONDENT AND THE CUSTOMER AGREE TO FURNISH TIMELY
WRITTEN NOTICE TO EACH OTHER AND TO DIR OF ANY SUCH CLAIM.
9.4.2 Indemnification by Customer. If a third party makes a claim against DATAMARK that
the Customer Content infringes any patent, copyright or trademark, or misappropriates any
trade secret, to the extent allowed by law Customer shall defend DATAMARK and its
directors, officers and employees against the claim at Customer's expense and Customer
shall pay all losses, damages and expenses(including reasonable attorneys' fees) finally
awarded against such parties or agreed to in a written settlement agreement signed by
Customer, to the extent arising from the claim. Customer shall defend and indemnify
DATAMARK for any claim based on(a)the Customer Content, (b)modification of the
DATAMARK SaaS not authorized by DATAMARK, or(c)use of DATAMARK SaaS
other than in accordance with the Documentation and this SaaS Agreement.
9.4.3 Conditions for Indemnification. A party seeking indemnification under this section shall
(a)promptly notify the other party of the claim, (b) give the other party sole control of the
defense and settlement of the claim, and (c)provide, at the other party's expense for out-
of-pocket expenses, the assistance, information and authority reasonably requested by the
other party in the defense and settlement of the claim.
9.4.4 DATAMARK may, if threatened with infringement or an enjoinment, at its option and
sole cost and expense: by written notice to Customer, terminate this Agreement with
respect to all or part of the VEP Software and Related Materials, and require Customer to
immediately cease any use of the VEP Systems and Related Materials or any specified
part or feature thereof.
9.4.5 No Other Rights. Customer has no title to or ownership of, any intellectual property rights
with respect to the Software including, without limitation, any related copyrights,
trademarks,patents, trade secrets, or inventions performed with the VEP Software,
DATAMARK VEP computer source code, descriptions of the VEP Software, and other
intellectual property rights in the underlying functions, look, and feel of the VEP Systems.
Customer has only the granted rights with respect to the Software that are expressly set
forth in this Agreement. Customer has no other rights, implied or otherwise. Customer
acknowledges and agrees that the Software is being licensed,not sold, and that rights to
access the Software are acquired only under this license from DATAMARK. The source
code of the Software constitutes valuable trade secrets of, and confidential and proprietary
information to, DATAMARK and its suppliers, and (a) may not be distributed, disclosed
or otherwise provided to third parties, and(b)may be used only internally and only in
conjunction with and for Customer's own authorized internal use of the Related Materials.
10 Limitations of Liability.
NEITHER PARTY (NOR ANY SERVICE, LICENSOR OR OTHER SUPPLIER OF
DATAMARK) SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
LOST BUSINESS, PROFITS, DATA OR USE OF ANY SERVICE, INCURRED BY EITHER
PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS SAAS AGREEMENT,
REGARDLESS OF THE NATURE OF THE CLAIM(INCLUDING NEGLIGENCE), EVEN IF
FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. NEITHER PARTY'S AGGREGATE LIABILITY FOR DAMAGES UNDER
THIS SAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM(INCLUDING
NEGLIGENCE), SHALL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER
THIS SAAS AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE THE
CLAIM AROSE. The foregoing limitations shall not apply to the parties' obligations (or any
breach thereof) under Sections entitled "Restriction", "Indemnification", or"Confidentiality".
11 General Provisions.
11.1 Non-Exclusive Service. Customer acknowledges that SaaS Services are provided on a non-
exclusive basis. Nothing shall be deemed to prevent or restrict DATAMARK's ability to
provide the SaaS Services or other technology, including any features or functionality first
developed for Customer, to other parties.
11.2 Independent Contractors. The relationship between the parties is that of independent
contractors. Nothing contained in this Agreement shall be construed as creating other
relationships between the parties, and neither party shall have authority to contract for or bind
the other party in any manner whatsoever. Except as provided in this SaaS Agreement, neither
party shall be responsible for the acts or omissions of the other party or the other party's
personnel.
11.3 Publicily. DATAMARK may include Customer's name and/or logo in its customer lists and on
its website upon prior written approval of Customer. Upon signing, DATAMARK may issue a
high-level press release announcing the relationship and the manner in which Customer will use
the DATAMARK Software and System solution. DATAMARK shall coordinate its efforts with
appropriate communications personnel in DIR's and Customer's organization to secure
approval of the press release.
11.4 Export Regulations. Export laws and regulations of the United States and any other relevant
local export laws and regulations apply to the SaaS Services. Customer agrees that such export
control laws govern its use of the DATAMARK SaaS (including technical data) and any SaaS
deliverables provided under this Agreement, and Customer agrees to comply with all such
export laws and regulations. Customer agrees that no data, information, software programs
and/or materials resulting from services(or direct product thereof)will be exported, directly or
indirectly, in violation of these laws.
11.5 Notices. Except as otherwise permitted in this SaaS Agreement, notices under this SaaS
Agreement shall be in writing and shall be deemed to have been given(a) five(5)business days
after mailing if sent by registered or certified U.S. mail, (b)when transmitted if sent by
facsimile or email, provided that a copy of the notice is promptly sent by another means
specified in this section, or(c)when delivered if delivered personally or sent by express courier
service. All notices shall be sent to the other party at the address set forth on the cover page of
this SaaS Agreement.
11.6 Interpretation. The parties intend this SaaS Agreement to be construed without regard to any
presumption or rule requiring construction or interpretation against the party drafting an
instrument or causing any instrument to be drafted. The exhibits, attachments and appendices
referred to herein are an integral part of this Agreement to the same extent as if they were set
forth verbatim herein.
11.7 Headings. The headings in this SaaS Agreement are for reference only and do not affect the
interpretation of this Agreement.
11.8 Force Maieure. Each party will be excused from performance for any period during which, and
to the extent that, such party or any subcontractor is prevented from performing any obligation
or service, in whole or in part, as a result of causes beyond its reasonable control, and without
its fault or negligence, including without limitation, acts of God, strikes, civil disturbance, court
order, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and
power failures.
11.9 Entire Agreement. This SaaS Agreement(including the exhibits and appendices) constitute the
entire, fully integrated agreement between the parties with respect to the subject matter hereof.
Standard or printed terms contained in any purchase order or sales confirmation are deemed
rejected and shall be void unless specifically accepted in writing by the party against whom
their enforcement is sought; mere commencement of work or payment against such forms shall
not be deemed acceptance of the terms. No amendment to or modification of this Agreement is
effective unless it is in writing and signed by an authorized representative of each party. Any
amendment to this SaaS shall only apply to Purchase Orders for the associated product or
service offering after the effective date of such update or amendment
9.5. DATAMARK Personal Data Obligations. In performing the SaaS Agreement, DATAMARK will
comply with the Michael Baker, International(Michael Baker) Privacy Policy, which is available
at https://mbakerintl.com/privacy-policy/ and incorporated herein by reference. The Michael
Baker Privacy Policy is subject to change at Michael Baker's discretion; however, Michael
Baker's policy changes will not result in a material reduction in the level of protection provided
for Customer data during the period for which fees for the VEP Software have been paid. The
policies referenced in this SaaS Agreement specify our respective responsibilities for
maintaining the security of Customer data in connection with the SaaS Agreement.
DATAMARK will only process Customer Personal Data in a manner that is reasonably
necessary to provide a VEP System and/or VEP Software and will only process Customer
Personal Data for the purpose of delivering DATAMARK SaaS.
9.6. Assignment. Neither party may assign this SaaS Agreement or any right under this SaaS
Agreement, without the consent of the other party, which consent shall not be unreasonably
withheld or delayed; provided however, that either party may assign this SaaS Agreement to an
acquirer of all or substantially all of the business of such party to which this SaaS Agreement
relates,whether by merger, asset sale or otherwise. This SaaS Agreement shall be binding upon
and inure to the benefit of the parties' successors and permitted assigns. Either party may
employ subcontractors in performing its duties under this SaaS Agreement,provided, however,
that such party shall not be relieved of any obligation under this SaaS Agreement.
9.7. No Third party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and
nothing herein, express or implied, is intended to or shall confer upon any other Person any
legal or equitable right,benefit or remedy of any nature whatsoever under or because of this
Agreement.
9.8. Severability. If any term of this SaaS Agreement is held to be invalid or unenforceable, that term
shall be reformed to achieve as nearly as possible the same effect as the original term, and the
remainder of this SaaS Agreement shall remain in full force.
9.9. Surviving Terms. Sections 1, 2, and 7 through 11 of this SaaS Agreement shall survive the
expiration or termination of this SaaS Agreement for any reason.
9.10. Governing Law. This Agreement is governed by and construed in accordance with the internal
laws of the State of Texas without giving effect to any choice or conflict of law provision or
rule that would require or permit the application of the laws of any jurisdiction other than those
of the State of Texas.
9.11. Compliance with Laws. DATAMARK shall comply with all applicable local, state, national in
connection with its delivery of the DATAMARK SaaS, including those laws related to data
privacy, and the transmission of technical or personal data.
9.12. Dispute Resolution. Customer's satisfaction is an important objective to DATAMARK in
performing its obligations under this SaaS Agreement. Except with respect to intellectual
property rights, if a dispute arises between the parties relating to the interpretation or
performance of this SaaS Agreement or the grounds for the termination hereof,the parties agree
to hold a meeting within fifteen(15)days of written request by either party, attended by
individuals with decision-making authority, regarding the dispute, to attempt in good faith to
negotiate a resolution of the dispute prior to pursuing other available remedies. If,within 15
days after such meeting, the parties have not succeeded in resolving the dispute, either party
may protect its interests by any lawful means available to it.
9.13. Signatures. This Agreement may be executed in counterparts, each of which is deemed an
original, but all of which together are deemed to be one and the same agreement. A signed copy
of this Agreement delivered by facsimile, e-mail or other means of electronic transmission is
deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Software as a Service Agreement as of
the provided effective date:
MICHAEL BAKER CUSTOMER
INTERNATIONAL, INC.
Signature: Signature:
Name:Jason Bivens Name:
Title:Vice President Title:
Date: Date:
EXHIBIT A: SCOPE OF WORK
This proposal, including the scope of work and cost, is a firm offer valid for 60 days after submission to the City
of Baytown.
This scope includes Editor subscription of DATAMARK VEP, described in detail below.
DATAMARK VEP (Validate, Edit, and Provision)
VEP is a cloud-native software solution for public safety GIS data aggregation, preparation,analysis,and
maintenance.VEP provides a highly configurable user-friendly interface for GIS and non-GIS personnel to
perform location data validation,editing,and quality control in alignment with NENA Next Generation 9-1-1
(NG9-1-1)data standards and GIS industry best practices.VEP supports data from local and regional GIS data
providers and neighboring 9-1-1 authorities.
VEP is designed to support the most current NENA NG9-1-1 GIS Data Model and to provide the flexibility to
incorporate custom fields and additional schema requirements from our clients' GIS datasets.As the City of
Baytown implements the NENA NG9-1-1 GIS Data Model,VEP will become an integral tool for validating,editing,
and aggregating GIS data from multiple sources that will be provisioned into the NG9-1-1 GIS Core Services
(NGCS)solution.
DATAMARK's technical team, comprised of experts in NG9-1-1 requirements and public safety data workflows, is
ready to support the City of Baytown by providing:
• Highly configurable GIS data management solutions for novice to expert level GIS users
• Dedicated technical support of the VEP system
• Comprehensive data QC and validations to prepare data for NG9-1-1
• Platform agnostic design supporting existing public safety systems including CAD, CAD mapping, and
AVL
Software as a Service (SaaS) Solution
VEP is a true SaaS solution that provides end users with a secure,web-based system for collecting, preparing,
maintaining GIS data.VEP streamlines and optimizes editing and validation processes for provisioning data in 9-
1-1 systems and other systems reliant on accurate, reliable GIS information.VEP requires no additional
investment in specialized hardware or software.
Cloud-Native GIS Data Management Software
VEP leverages the benefits of cloud-native application development including on-demand access to powerful
computing resources, modern data and application services,and dynamic coordination of development
activities.This enables DATAMARK to effectively stay ahead of changes to industry processes and standards and
bring meaningful product innovations to market faster than traditionally developed software platforms.
VEP Software Subscription
VEP is offered in two subscription models,VEP Validator and VEP Editor,to address the broad range of
requirements of local, regional,and state GIS stakeholders.Additionally,VEP Aggregator provides purpose-built
solutions to regional and state organizations for aggregating and managing consolidated GIS datasets used in
legacy 9-1-1, NG9-1-1,and other applications.
VEP Validator
Validation is the process of validating and aggregating GIS, MSAG,and ALI data using VEP's data validations.VEP
Validator is used to perform a broad range of validations across dozens of categories,configured for each
client's specific GIS data management requirements.Validation results are downloadable as markup tables for
use within the City of Baytown's GIS environment.VEP's validation features are included in all subscription
types.
Validator subscription includes Administrator and Validator user roles;the number of users is based on client
population.Additional Validator and Administrator users can be added for additional fees.Validator
subscription does not include Editor,Observer, or Aggregator functionality.VEP's user roles are defined in
detail in the VEP User Roles section, below.
GIS Data Validation
VEP's validation engine includes a comprehensive suite of tools used to validate and aggregate GIS, MSAG and
ALI data which meets and exceeds NENA validation standards.The validation engine enables administrators to
run unique QC checks on demand, including DATAMARK's unique Fishbone Analysis.
VEP Validator identifies schema inconsistencies and incompleteness and identifies spatial anomalies and
discrepancies within the various datasets.VEP's validations evaluate attribute,topological, and spatial accuracy
within each layer and performs cross-feature validations.These validations meet and exceed the NENA
standards and include additional checks that support GIS industry best practices for quality control assessments.
VEP Validator delivers a comprehensive series of reports on anomalies and changes over time.
Fishbone Analysis
VEP's fishbone analysis compares the placed address point to its geolocated location on the road centerline.This
process creates a line between the two locations which provides a powerful dataset for analysis. In clean GIS
data,this typically resembles a 'fishbone'with no crossed lines.Where lines cross, a potential anomaly may exist
in the GIS data. Data with crossed fishbone lines may be marked as an exception in VEP,following review,to
avoid being flagged in future validations.
This analysis reveals anomalies such as address points on the wrong side of the road,out of order address
points,or a range of other anomalies.
Fishbone analysis will show an address point that maps to multiple road centerlines and shows attributes
duplicated on multiple road segments,or where ranges overlap, causing the address point to be placed on both
segments.
Where traditional address point comparison methods may produce false positive results,VEP Validator's
fishbone analysis draws a line from the address point to where it falls on its street centerline range as shown in
the figure below.
1
V 111 12 01A1 0161 Q 1g5
0151
199
101
100 200
Main Street ' '
19 vO 1a0 0 0o A
015� 01a
Figurel:Fishbone Analysis
Example:If the address range of Main Street is 100-200,150 Main Street will draw to the center of that Main Street centerline segment.In
clean GIS data,the visual analysis typically resembles a fishbone along the 100-200 range of Main Street.The crossed lines for 174 and 180
Main Street show a potential anomaly in the GIS data to be reviewed and resolved.
VEP Editor
VEP Editor provides a web-based editing interface that enables users to create, maintain, update,validate,and
export public safety GIS data.VEP's editing environment includes a comprehensive suite of tools and becomes a
force multiplier for GIS departments with limited resources. Editor subscription also includes VEP's Observation
features, described below.
Editor subscription includes VEP's validation,editing, and provisioning features.The number of end users who
can access the system is based on client population; access for additional Administrator, Editor,Validator,and
Observer end users is available for additional fees.VEP's user roles are defined in detail in the VEP User Roles
section, below.
Web-Based GIS Editing
VEP Editor's secure web-based editing environment supports experienced GIS users and can be accessed by non-
GIS personnel who have been provided with access credentials without requiring separate expensive GIS
desktop software, plug-ins,or extensions.This reduces operating costs, reduces the time spent administering
standalone GIS solutions,and enables non-GIS users such as dispatchers,fire inspectors, and other authorized
personnel to make meaningful contributions to the Client's 9-1-1 and public safety GIS data.
Observation
VEP Editor subscription includes observation features which enable non-editors to drop a point on the map and
record observations which will be reviewed and processed by GIS editors.The Observation function's ability to
provide GIS data feedback from creates operational transparency, increases communication between public
safety and GIS professionals, and improves the quality of the 9-1-1 and NG9-1-1 GIS data in real-time.
Example:A fire engine misrouted to an incorrect location will inform the dispatcher of the routing issue. The dispatcher, who is not a GIS
data editor,can use VEP's Observer features to create an observation point and report the routing error.This will send a notification to the
GIS authority's GIS data editors,creating an audit trail the editor can use to investigate the issue,resolve any problems in the GIS data,and
report how the reported observation was processed.
GIS Data Provisioning with VEP
Editor subscription includes VEP's GIS data provisioning functions and features. Implementation of VEP includes
provisioning to the City of Baytown's native GIS schema and to the NENA NG9-1-1 GIS schema.VEP is platform-
agnostic and capable of provisioning GIS data into currently available Spatial Interface(SI)systems.
VEP's download function offers the ability to effectively field map the default database into a custom schema of
choice.This functionality enables the client to support multiple public safety and government enterprise
systems without needing to change business practices, systems,and data schemas. Examples of relevant output
schemas include:
• CAD systems(to potentially include regional stakeholders')
• Transportation
• Asset Management
• Permitting
• Mobile data collection application
VEP Aggregator
VEP Aggregator provides regional public safety GIS stakeholders with solutions for consolidating GIS data from
multiple sources into a single database, performing cross-jurisdictional validations on the aggregated dataset,
identifying anomalies in the data, and exporting the dataset.After anomalies are identified, before they are
exported,they are sent back to the original jurisdiction for review,correction, and resubmission.
Centralized, regional management and ongoing validation of the aggregated GIS dataset streamlines its use
across public safety platforms, including legacy 9-1-1, NG9-1-1, Computer-Aided Dispatch (CAD,and others.
VEP Aggregator does not require the purchase of additional software or tools and includes VEP's validation and
provisioning features.Consolidating and synchronizing local and regional databases is a seamless process using
Aggregator from the VEP system dashboard.As local jurisdictions submit data into the aggregated dataset,
regional GIS administrators supporting the database can use Aggregator to perform to the following tasks:
• Input local GIS data to an aggregated database
• Perform validations focused on boundary, address point,and road centerline data
• Identify anomalies in the data including boundary gaps,overlaps,and other anomalies
• Export aggregated data in the NENA NG9-1-1 GIS schema
Aggregator is provided to regional or statewide GIS stakeholders managing multi-jurisdiction implementations
and includes VEP's validation and provisioning features.Aggregator is not meant to replace VEP Validator or
Editor for the management of individual local or regional datasets.Clients who currently use VEP to manage
local GIS data can efficiently and easily submit their GIS into the aggregated dataset.
Pricing for Aggregator includes Administrator and Validator role subscription for two(2) users; access for
additional Validator and Administrator users is available for additional fees.VEP Aggregator does not include
Editor or Observer functionality as these are used by the organizations tasked with managing the individual local
and regional GIS data which will be provisioned into the aggregated GIS dataset.
VEP User Roles
Each VEP subscription model provides clients with specific numbers and types of end user subscription.Access
to VEP is based on user role and subscription level,to ensure each user of the system has the features,
functions,and tools necessary to perform the tasks that meet the City of Baytown's goals while maintaining
security and access control.
VEP user roles are described below:
The Administrator role is included in each VEP subscription type and provides users the access to review
and approve edits, provisions users and permissions, limits configuration capabilities for display and web
service content of the Editor map,and more.This is the highest permission level assigned in the VEP
system.
The Validator role provides access to VEP's upload,validate,and download functions used to perform
data validation and quality control.
The Editor role provides access to the VEP dashboard and to the map interface used to perform
geometry and attribute edits and validation markups.
The Observer role provides access to the map interface to create observations.Observers do not have
access to VEP's editing functions.
This proposal includes VEP Editor subscription for the following user roles:
P1 Us-er-Role Number of Users
Administrator i
Editor 1
Table 1:User Roles and Number of Users
VEP Implementation — Onboarding and Training
The DATAMARK team will provide virtual onboarding and training services to the City of Baytown to support the
use of the VEP software.The City of Baytown will provide a suitable location,computer equipment, and internet
connectivity required for the DATAMARK team to provide remote virtual onboarding and training services.
VEP Onboarding
The DATAMARK team will load City of Baytown addressing data into VEP and conduct a virtual onboarding
session for VEP users to review native data schema mapping into the VEP software.Administrator user accounts
will be set up during Onboarding,other user accounts will be set up by the City of Baytown's VEP Administrator
user(s).
Training -Validator
Following VEP Onboarding, DATAMARK will conduct one four-hour virtual training session for the users
identified in Table 1.Validator training will cover:
0 Overview of VEP's functions and features
• Accessing the VEP system
• Navigating VEP using the system dashboard
• Uploading and downloading data using VEP
• Data validation and reporting with VEP
Training — Editor
Following VEP Validator training, DATAMARK will conduct one four-hour virtual training session for the Editor
users identified in Table 1. Editor training covers additional VEP functions and features provided to Editor and
Observer roles, including:
• Navigating the map section of the VEP interface to view and edit data
Using VEP's Observation Tool to identify locations with outstanding data issues
• Reviewing and resolve observations submitted using the Observation Tool
• Reviewing editing sessions,validation anomalies, and observations
VEP Software Support
Software support for VEP is included in the annual SaaS subscription and provided through the term of the SaaS
Agreement with the City of Baytown.
VEP's annual subscription includes access to an online support and self-service knowledge center.The
DATAMARK VEP Support Center is the first stop for questions about VEP workflow,functionality,and enables
users to request support, report issues,and search an online library of videos and articles for information about
the system.
DATAMARK VEP Support Center
The City of Baytown's VEP users will be provided with access to the Support Center through the VEP user
interface.The VEP Support Center includes an online support ticket system,a knowledge center to query
common issues and system documentation, and a module-based library of user guides, how-to articles, FAQs,
video workflow tutorials,and video tips and tricks.
VEP Support Tickets
VEP provides users with secure access to the Support Center ticket system.This system is used to submit,
review,and track the status of support tickets.The DATAMARK VEP Technical Support team responds to Support
tickets, users can track the status of support tickets directly from the VEP Support Center.
VEP SaaS Agreement
This proposal includes VEP subscription provided to the City of Baytown for a period of one(1)year.
VEP is sold through an annual subscription and is subject to an annual fee.VEP is provided as a software
subscription and contracted through the execution of DATAMARK's SaaS Agreement.The agreement will be
automatically renewed unless notice of cancelation is received 60 days before the renewal date.
CLIENT
Participate in a review of client GIS data field mapping for upload into VEP
Provide a space, computers, and internet connections for training
DATAMARK
Conduct the review of GIS data field mapping for upload into VEP with Client
Provide user access to VEP and the knowledge base/ticketing system
Conduct VEP end-user training
EXHIBIT B: COMPENSATION AND PAYMENT
Software products will be invoiced, in full,upon execution of the VEP SaaS agreement and will be billed annually
on the renewal date.
Products Price
Subtotal DATAMARK VEP Editor Subscription — Annual Cost $14,400
(MSRP)
Texas DIR CPO-5035 Discount (20.00%) ($2,880)
TOTAL DATAMARK VEP Editor VEP Subscription —
Annual Cost j$11,520
I
Exhibit C
CUSTOMER USE AUTHORIZATION
Subscriber Name VEP Type Tier A E V/O Specified Rights for Identified Use
City of Baytown Editor 2 1 1 1 1 INA
Key:A—Administrator;E - Editor;V-Validator;O-Observer
Appendix A
SAAS SERVICE LEVEL AND MAINTENANCE AGREEMEMT
The purpose of this SaaS Service Level and Maintenance Agreement(SLA) is to define the
Service Level for the maintenance and support of the DATAMARK SaaS ("VEP Software").
The VEP Software shall be accessible 24 hours per day, 365 days per year subject to routine
maintenance and unexpected outages.
Service Level Agreements are used as a tool to measure and guide DATAMARK and Customer in
achieving the goals for effective delivery of all DATAMARK SaaS to the Customer.
DATAMARK is providing Customer with the capability to run the VEP Software in a hosted
environment. DATAMARK may choose to work with other Internet or Application service
providers in providing its SaaS to Customer.
The SLA may be modified by DATAMARK from time to time. Updates to the SLA can
periodically be found on the DATAMARK VEP Knowledge base accessed through Customer
VEP portal. If a modification is unacceptable to Customer, Customer may cancel a subscription,
upon written notice to DATAMARK. If Customer continues to use the VEP Software, Customer
will be deemed to have accepted the modification. The following SLA shall outline
DATAMARK's service level commitment:
1. The VEP Software
Specifically, DATAMARK will provide the following:
• Application Administration
Software installation and software updates (patches,upgrades, support, and maintenance)
• Technical Support
Online email support during coverage hours, 240 access to support portal
• SaaS Management
Client activation, security monitoring, change control,problem management, and escalation
procedures
• System Administration
System configuration, deployment, support, monitoring, response, repair, tuning and
capacity planning
• Network Administration
Network provisioning, monitoring, response, repair, security, utilization management and
capacity planning
• Data backup and retention
Backups of Customer data
Customer is responsible for purchase and maintenance of its own equipment, hardware and access,
including but not limited to network and data connection, to establish a connection to the Internet.
2. Server Environment
2.1 Cloud Services
The VEP Software is hosted in a secure Amazon Web Services (AWS) cloud environment. Note:
AWS ensures data centers are equipped with back-up power supply to ensure power is available to
maintain operations in the event of an electrical failure for critical and essential loads in the facility.
Dedicated compute power for RDS may be allocated to Customers upon request with additional
fees.
2.2 Securily
DATAMARK ensures that Customer data is protected with data encryption, user authentication,
application security, and more. The VEP Software adheres to the following security measures and
plans:
• NIST SP 800-53
• Data encryption at TLS
• Proactive Intrusion Detection and Prevention
• Amazon Web Service backup and recovery procedures
Specific measures include:
• All servers are located behind the firewall with only essential ports enabled.
• All firewalls have Intrusion Detection enabled.
• SSL encryption
3. Service Measures
3.1 Availability
The following availability will be maintained:
Measurement Definition DATAMARK SLA
Software Availability The periods of time that the Software 24 x 7 x 365,99.5%average over a month
is available for use by the Customer not including scheduled downtime.
not including scheduled downtime.
User Response Time The time it takes for the Software to Because of many external factors involved in
complete a user request and return a this measurement,the response time cannot be
response. specified.
Backups Customer data as well as application Full database backups of Customer Data are
installation backups performed routinely every evening.Backup
files will be retained for 2 days.
Restoration of SaaS In the event of a major disaster event, DATAMARK will restore VEP Software at one
such as flooding of the hosting facility or or more alternate locations within 3 business
an earthquake that destroys the days.
infrastructure.
Maximum Restore It is the maximum age of the data No more than 48 hours.
Age should we need to restore production
data from backup.
Problem Response Provision of user support. 90%of issues responded to in one hour or less
Time during primary coverage.
Primary Coverage will be Sam-8pm
Eastern time Monday through Friday, We are targeting a 90%compliance rate that
excluding statutory holidays. every issue will be responded to in one hour or
less during primary coverage.To calculate this,
Response time will be calculated by we take:#of issues responded to in 1 hr or less
dividing the numbers of issues /total number of issues.For example,if a
responded to in one hour or less divided customer logs 10 issues in 1 month and 9 of
by the total number of issues received them were responded to in 1 hour,we have a
for the month. 90%compliance rate which means we hit our
target.
3.2 Priority Levels
Priority Definition Expected Response Communication
Level Intervals
Critical System Issue— Support Team takes ownership of 4 hour maximum
Priority 1 Complete System Outage Problem—Implements emergency plan.
System Monitoring is initiated internally.
Major Impact—Impact Problem is worked on continuously until 8 hour
Priority 2 to the Customer's it is resolved,or a reasonable maximum
Business with no work workaround is applied,during normal
around business hours.
Large impact—Significant Work is expected to continue on a workday 24 hour
Priority 3 inconvenience to customers basis until a more permanent solution is in maximum
where a workaround might place.
be implemented
Small to Minor Impact— Resolution is worked into a planned project Initial response
Priority 4 Minor to Small list and schedule or it can be deferred until within 72 hour
Inconvenience there is time allowed in the project schedule. maximum,
ongoing weekly
updates
Reported bugs or requested Bugs are fixed if they are impacting clients' Quarterly
Priority 5 enhancements business. unless bug fix
is critical to
Enhancements are evaluated if approved at clients'
DATAMARK'S sole discretion added to the business
development roadmap as prioritized.
3.3 Downtime/Maintenance
DATAMARK periodically adds, repairs, and upgrades the data center hardware and the Software
and shall use its best efforts to accomplish this without affecting the Customer's access to any
Software; however, repairs of an emergency or critical nature may result in the VEP Software not
being available for the Customer's usage during the course of such repairs. DATAMARK
reserves the right to take down the server(s) at the data center in order to conduct routine
maintenance to both software and hardware according to the following protocols:
Item Description Commitment
Standard Maintenance Monday- Sunday:
Window
I am—4 am Pacific Time
Scheduled Upgrades& Regular planned uploads of new -Minimum of 5-day Notice prior to
Maintenance functionality will take place during the the upload going into the production
release schedule window. environment.
-A message will be displayed on the
The release schedule includes four(4) main site stating DATAMARK is
quarterly releases and other hotfixes, down during scheduled upgrades.
patch releases and maintenance upgrades.
Non-Scheduled/Emergency May be performed outside the -Customer will be notified
Maintenance maintenance window and will be immediately providing
counted as unscheduled downtime. Customer as much prior
notice as is commercially
practicable of all such
emergency maintenance to be
performed on the VEP
Software.
-A message will be displayed on the
main site stating DATAMARK VEP
Software is down.
-Provide a general description of all
such emergency maintenance
performed no more than ten(10)
calendar days following completion
of such emergency maintenance.
4. Compatibility with New Software
4.1 Customer consents and acknowledges that prior to upgrading customer's third-party software,
the Customer is solely responsible to verify and ensure that such third-party software is
compatible with their current or future versions of Software. The most significant
applications which the Customer should carefully check for compatibility before upgrading
any other third-party tools used with, by, or integrated with the Software. DATAMARK will
not be responsible for any failures or malfunctions' resulting from such upgrade and reserves
the right not to provide support for such installations.
5. Limitation of the SLA
5.1 DATAMARK agrees to maintain uptime of at least 99.5% ("Minimum Uptime Level")
excluding Routine and Minor Outages. To the extent that DATAMARK fails during any
calendar month to provide the Minimum Uptime Level, it shall-provide,upon request of
Customer, a pro-rated credit to Customer to compensate for the amount of downtime that
exceeds the permitted downtime pursuant to this paragraph. Credits granted hereunder shall
be determined within a reasonable amount of time.
5.2 DATAMARK will use commercially reasonable efforts to make the Hosted VEP Software
available during the applicable Service Windows(except during Force Majeure events) and in
accordance with generally recognized industry Service Level Standards for non-mission-
critical SaaS applications, excluding unavailability as a result of any of the Exceptions
described below in this this Section. "Service Level Failure"means a material failure of the
DATAMARK SaaS to meet the Availability Requirement. "Available" means the
DATAMARK SaaS is available for access and use by Customer and its Authorized Users
over the Internet and operating in material accordance with the Specifications.
5.3 Customer must inform DATAMARK's Technical Support Department by email (a"Credit
Request")within ten (10) days from the end of the month in which the Customer believes that
DATAMARK did not satisfy the Availability Commitment, in each instance, and the Credit
Request must include a listing of the date(s), time(s) and duration of the downtime
experienced during the applicable month. Failure to do so, in any instance, will forfeit
Customer's right to seek a credit from DATAMARK for the failure to achieve the
Availability Commitment during the month at issue. Customer's right to receive a credit for
a failure to meet the Availability Requirement for a given month shall be Customer's
exclusive remedy in connection with the Outage(s) giving rise to the credit. The aggregate
maximum value of credits to be issued by DATAMARK to Customer for any and all Outages
that occur in a single month will not exceed twenty percent (20%)of the Monthly Annual
Fees.
5.4 The SLA expressly excludes, and neither the DATAMARK SaaS will be considered un-
Available nor any Service Level Failure be deemed to occur in connection with any failure to
meet the Availability Requirement or impaired ability of Customer or its Authorized Users to
access or use the DATAMARK SaaS that is due, in whole or in part, to any of the following:
a) Scheduled Downtime, or disabling, suspension and/or termination of the DATAMARK
SaaS pursuant to the SaaS agreement;
b) Installation, configuration and technical support for DATAMARK SaaS;
c) Technical support,consultation or problem resolution pertaining to software
applications other than those supplied by DATAMARK and described in this
Agreement including access to or use of the VEP Software by Customer or any
Authorized User, or using Customer's or an Authorized User's Access Credentials,
that does not strictly comply with the SaaS Agreement, Customer Failure, Customer's
Internet connectivity, failure, interruption, outage or other problem with any software,
hardware, system, network, facility or other matter not supplied by DATAMARK
pursuant to this Agreement;
d) Resolution of problems resulting from negligence of the system user. Including
specifically the incorrect data entry, the use of altered data or source code and the
failure to use the Software according to the instructions provided in the user guide;
e) Support for development(SDK,Web pages, etc.), integration and custom reports,
whether developed by Customer or any party other than DATAMARK;
fl Any alterations or additions,performed by parties other than DATAMARK,except for
programs using product interfaces provided by DATAMARK;
g) Use of the Software on an Operating Environment other than that for which such
Software was designed, except as expressly prescribed in the user guide;
h) Maintenance and support for non-production environments and sand boxes; and
i) Data migration.
5.5 If Customer requires that a member of DATAMARK's staff provide services pertaining to
any of the above exclusions which are not included as part of the SLA, Customer hereby
agrees to pay DATAMARK for these services according to the daily support service rate.
EXHIBIT A: SCOPE OF WORK
This Scope of Work is attached to and made part of the HGAC-Buy Agreement number EC07-20,
between the City of Baytown and DATAMARK, the public safety division of Michael Baker
International, Inc.
This scope includes GIS Data Remediation, described in detail below.
GIS vdtd rtemediation
The DATAMARK team is experienced in remediating GIS data for completeness and quality,
leveraging our VEP validation checks,to meet the objectives of public safety workflows including
but not limited to NG9-1-1, CAD and AVL.
The City of Baytown will receive data remediation for the following layers:
• Address Points
• Road Centerlines
MSAG Data
ALI Data
Boundaries (NENA Schema, Topology, and Attributes)
c PSAP Boundaries
o Emergency Service Boundaries (ESB)
Our best practice for data remediation is to execute in phases ranging from fixing GIS-based
fixes to discussing anomalies that may require field verification.After each phase, DATAMARK
will perform pulse checks with the Client to review findings and remediation statuses.
Phase 1: GIS Based Fixes
GIS-based fixes focus on issues that do not require any questions of the Client and are fixed
quickly. These fixes include any required parsing, normalization of values (e.g. suffix types and
changing all "AVE" and "AV"to "AVENUE" for consistency).
Phase 2: Q/A Review with Client
Anomalies flagged require interaction with the Client to verify and answer questions related to
editing the data.This may include any spelling discrepancies or input from client that will allow
for a quick fix without requiring any field verification or extensive research.
Phase 3: Final Data Delivery
Remaining anomalies require the Client to perform tasks to verify through other resources or
field verification.These anomalies are not simple data fixes. DATAMARK will review the Data
Remediation results.
CLIENT
Accept Data Deliverable
DATAMARK lI
DATAMARK
Final data output and data remediation summary report
PROJECT MANAGEMENT
A DATAMARK project manager will be assigned to the implementation of the proposed solution.
The project manager will provide hands-on contact with the City of Baytown and oversee all
aspects of the project scope, schedule, and budget.
Project Kickoff
The DATAMARK team will set up the project for budget management and perform internal
project startup tasks.The DATAMARK team will conduct a project kickoff meeting with key City
of Baytown staff overseeing the project and other stakeholders deemed appropriate for the
kickoff meeting by the City of Baytown to establish a solid understanding of the project goals,
timeline, and approach.Team members will be introduced at the kickoff meeting, and their
project roles and responsibilities will be defined. The project schedule will be presented, with
focus on the dates for key milestones, and the project management approach will be discussed.
The DATAMARK team, in partnership with the City of Baytown,will initiate the project and begin
execution of the Scope of Work within 15 business days of receiving a fully executed purchase
order and/or fully executed contract, as applicable.
Approach
The DATAMARK team will outline the project management approach, techniques, and tools.The
project management approach adheres to Michael Baker's practices for managing project
finances, contracts, operations, and schedule.
Scope/Schedule/Budget Tracking
The DATAMARK project manager will perform ongoing tracking and monitoring of the scope,
schedule, and budget to keep the overall project on track.This involves regular communication
to the DATAMARK team on project status to keep the team focused and working efficiently.
Project Reporting
The project manager will provide project status reports to the City of Baytown on a schedule to
be determined during the kickoff meeting.
Project Invoicing
The project manager will provide invoices to the City of Baytown on a monthly basis or by
project milestone, as agreed to with the City of Baytown.
CLIENT
■ Participate in project kickoff meeting
Review, comment on (as necessary), and approve monthly invoices
DATAMARK ��
DATAMARK TEAM
Project kickoff meeting
Schedule project status calls and reports with the client
• Deliver invoices to the client
DATAMARK 31 P a g e
EXHIBIT B: COMPENSATION AND PAYMENT
DATAMARK will invoice the City of Baytown on a monthly basis for services as they are
rendered, not to exceed the total fixed price shown below.
Services Price
Subtotal GIS Data Remediation (MSRP) $88,000
HGAC-Buy Agreement EC07-20 Discount (10%) ($8,000)
TOTAL GIS Data Remediation $80,000
Resource List Hourly 0/0 Of
Project
Project Manager $167 11%
Technical Manager $140 12%
GIS Analyst $115 13%
GIS Technician $106 64%
Lodging (Per Day/Person) Project Specific Cost
Meals (Per Day/Person) Project Specific Cost
Vehicle Rental (Per Car/Day) Project Specific Cost
Air Travel (Per Roundtrip/Person) Project Specific Cost
Parking/Tolls (Each) Direct Cost
IN WITNESS WHEREOF, the parties hereto have executed this Scope of Work attached to the
HGAC-Buy Contract number EC07-20 as of the provided effective date:
MICHAEL BAKER INTERNATIONAL, INC. CITY OF BAYTOWN
Signature: Signature:
Name:Jason Bivens Name:
Title: Vice President Title:
Date: Date:
DATAOMARK 51