HomeMy WebLinkAboutGIS - Blue RasterMaster Services Agreement
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Master Services Agreement
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THIS MASTER SERVICES AGREEMENT ("Agreement") is dated as of __________and
between Blue Raster LLC, a District of Columbia limited liability corporation ("Blue Raster"); and
Franklin County, Pennsylvania ("Client").
RECITALS
WHEREAS Blue Raster is in the business of developing and selling custom software products and
providing services related thereto;
WHEREAS, Blue Raster wishes to provide to Client, and Client wishes to procure from Blue Raster,
certain services further described in this Agreement for the benefit of Client or of Client’s customers,
subject to the terms set forth in this Agreement.
NOW, THEREFORE, in exchange for the mutual promises and covenants hereinafter set forth, the
parties agree as follows:
AGREEMENT
1.Definitions.
(a)“End User” means Client’s customer for whose benefit Blue Raster may provide
Services pursuant to this Agreement and who uses the Deliverables for its purposes.
(b)“Services” means the development and non-development services provided by Blue
Raster pursuant to this Agreement and under Statement(s) of Work identified as being on a Time
and Materials Basis.
(c)“Statement(s) of Work” means the detailed description(s) of the Services or
Deliverables to be provided by Blue Raster hereunder, which shall be attached as Exhibit A (each
successive Statement of Work shall be designated as Statement of Work No. 2, Statement of Work
No. 3, etc.) to this Agreement from time to time by mutual written agreement between the parties
hereto. The Statement of Work shall include the Request for Proposal 2025172-01 Conversion or
ArcMap Parcel Fabric, and Blue Raster’s response thereto, including all attachments and exhibits,
except for Phases 3 and 5 as described in said response.
(d)“Developed Software” means the software, including forms, developed solely by Blue
Raster or jointly by Blue Raster and Client pursuant to this Agreement.
(e)“Deliverables” means the Developed Software or other materials, or documentation
provided hereunder by Blue Raster under Statement(s) of Work identified as being on a Fixed Bid
Basis.
(f)“Fixed Bid Basis” means a type of engagement wherein Blue Raster identifies in
advance on a Statement of Work a fixed price for each of the Deliverables it is to produce
thereunder, and wherein Blue Raster’s charges to Client for the satisfactory completion of those
Deliverables exactly equals the prior identified fixed price thereof.
(g)“Time and Materials Basis” means a type of engagement wherein Blue Raster charges
Client for actual hours and approved costs expended by Blue Raster according to a given Statement
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of Work, regardless of any deliverables or milestones that may be identified in the project Statement
of Work.
(h)“Open-Source License Materials” means any software, or intellectual property developed
or made available for use under a license agreement recognized by the Open-Source Initiative
organization (http://www.opensource.org/licenses/). GPL, CPL, LGPL, and the Apache licenses
are examples of such licenses.
2.Provision of Services, Statement(s) of Work, Change Requests.
(a)Blue Raster agrees to provide to Client, for the benefit of Client or of End User, the
Services and/or Deliverables set forth in the Statement(s) of Work or other attachment to this
Agreement. Blue Raster agrees that the terms of this Agreement will apply to all services performed
by Blue Raster for Client even if a Statement of Work has not been completed for a particular
assignment.
(b)Client shall pay Blue Raster the fee set forth in the Statement of Work for the
performance of the Services and/or the delivery of Deliverables. Unless stated to the contrary in the
Statement of Work, Blue Raster shall provide, at its sole expense, its own facilities and place of
business to perform its duties (except as required for periodic meetings or for the installation of
software). Blue Raster shall be responsible for providing, for itself and its employees, at its expense
and in its own name, disability, liability, workers’ compensation, and other business insurance as is
set forth in RFP 2025172-01 Conversion of ArcMap Parcel Fabric. In connection with its
performance of the Services, Blue Raster agrees that it will be solely responsible for, and will
maintain, any records required by law. Blue Raster further agrees that it will obtain all required
licenses (if any) relating to its performance of the Services.
(c)Services and/or Deliverables to be provided by Blue Raster shall be set forth in a
Statement of Work.
(d)Changes to a Statement of Work shall be made only in accordance with the following
procedure:
(i)The party requesting a change to the Statement of Work shall submit a
written change request (a “Change Request”) describing the proposed change to the other party in
accordance with the provisions of this Section 2.
(ii)If Client is the requesting party, then Blue Raster shall respond by written
notice to Client within five (5) business days following receipt of the Change Request, outlining all
impacts of the requested change on the Deliverables, delivery schedule, pricing, and any other
conditions upon which Blue Raster’s willingness to accept the Change Request may depend
(collectively, the “Change Request Response”). If Blue Raster is the requesting party, then the
Change Request shall identify such impacts and conditions as proposed by Blue Raster.
(iii)Client shall accept, reject, or propose modification to each such Change
Request or Change Request Response given by Blue Raster within fourteen (14) business days
following
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the receipt thereof by Client. Additional modifications proposed by Client as part of such response
shall be handled in accordance with the provisions of Sections 2(a) and 2(b) above.
(iv)An authorized representative of each party must sign each acceptance of a
Change Request Response before same becomes effective as a modification to the Statement of
Work or any other part of this Agreement.
3.Term and Termination.
(a)The term of this Agreement shall commence as of the date first set forth above and
shall continue until conclusion of the contract or termination by either party in accordance with the
terms hereof. All work set forth in the Statement of Work shall be completed on or before
November 20, 2026.
(b)Except as provided in (c) below, either party shall have the right to terminate this
Agreement upon twenty (20) days’ written notice if the other party breaches any material
provision of this Agreement unless the breach is cured during such period.
(c)Sections 10 – 12 of this Agreement shall survive the termination or expiration of this
Agreement for any reason.
4.Payment and Expenses.
(a)For Deliverables, Services, and expenses (see part (c) below) provided or incurred by
Blue Raster hereunder, Blue Raster shall submit invoices (which shall include a detailed summary of
all work billed therein) for Deliverables and Services that are accepted by Client pursuant to Section
5 based on the payment schedule set out in the applicable Statement of Work. Unless otherwise
mutually agreed on the applicable Statement of Work, payment is due forty-five (45) days from the
date of receipt of Blue Raster’s invoice by Client.
(b)Unless required by law or by Order of Court, no part of Blue Raster’s compensation
under this Agreement will be subject to withholding for any federal, state, social security, workers’
compensation, or other required taxes or payments. If required, Client shall report all fees paid to
Blue Raster to the Internal Revenue Service and/or other taxing agencies. Blue Raster acknowledges
and agrees that it shall be the obligation of Blue Raster to report as income, and pay applicable taxes
upon, all compensation received by Blue Raster pursuant to this Agreement and Blue Raster agrees
to indemnify Client and hold it harmless to the extent of any obligation imposed on Client to pay
any taxes or insurance, including without limitation, withholding taxes, social security,
unemployment, or disability insurance, including the interest and penalties thereon, in connection
with any payments made to Blue Raster by Client pursuant to this Agreement. Blue Raster shall be
responsible for submitting to the appropriate taxing authorities any sales, use, or similar taxes
imposed on the payments made by Client to Blue Raster.
(c)For only those engagements performed under Statements of Work identified as
being on a Time and Materials Basis, Blue Raster shall be entitled to reimbursement by Client of its
actual cost for reasonable travel and other project expenses provided the nature and cost of those
expenses have been approved in advance by Client, and conform where applicable with Client’s
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Travel Expense Policy. In no case shall Blue Raster increase or “markup” the cost of these expenses
unless previously agreed by the parties hereto in writing.
5.Delivery, Acceptance.
(a)For Deliverables produced under Statement(s) of Work identified as being on a
Fixed Bid Basis only:
(i)The Deliverables shall be delivered by Blue Raster and accepted by Client
pursuant to the specifications and/or acceptance criteria set forth in the applicable Statement of
Work. Client shall accept or reject the Deliverables using a written or digitally delivered notice. The
criteria for such acceptance or rejection shall be whether the Deliverables conform to the
specifications and/or acceptance criteria set forth in the applicable Statement of Work. Should
Client reject such Deliverables, Client shall describe in detail the failure of the Deliverables to
conform to the applicable specifications and/or acceptance criteria. Within ten (10) days of Client’s
notice, Blue Raster shall modify the Deliverables to conform to the applicable specifications and/or
acceptance criteria and re-deliver the Deliverables to Client. If the Deliverables continue to fail to
conform to the applicable specifications and/or acceptance criteria, Client may terminate the
Statement of Work in whole or part and receive a refund for any monies paid for Deliverables that
Client has rejected.
(ii)For a period of (90) days after acceptance by Client of any Deliverables (the
“Warranty Period”), Blue Raster warrants that such Deliverables will conform to the specifications
provided in the Statement of Work. Blue Raster will, at its own expense and as its sole obligation
and Client’s exclusive remedy for any breach of this warranty, correct any reproducible or materially
demonstrable error in the Deliverables reported to Blue Raster by Client during the Warranty
Period or, if Blue Raster determines it is unable to correct the error, Blue Raster will refund to
Client the fees actually paid to Blue Raster for the Deliverables containing such error. This warranty
is provided without prejudice or substitution for any other remedy available to Client hereunder or
at law.
(b)For Deliverables produced under Statement(s) of Work identified as being on a Time
and Materials Basis only:
(i)Blue Raster asserts and agrees that all hours charged to Client will be for
work diligently performed and for best efforts exercised in order to perform Blue Raster’s duties and
obligations pursuant to the terms and conditions of this Agreement and the attached Statement(s) of
Work.
(ii)Blue Raster agrees that except as provided in any Statement of Work, all
charges to Client for hours expended shall be for the actual hours expended, accurate to the quarter
hour, and that in no case have hours been “padded”, adjusted, or otherwise unduly misrepresented.
6.Communications with Clients.
Blue Raster's communications with Client's client(s) will be at such times as determined by
Blue Raster, and consistent with and wholly limited to Blue Raster’s providing Services under this
Agreement. If so indicated on a Statement of Work, Client will provide Blue Raster with phone
number(s) and/or email address(es) for Blue Raster's use in communicating with Client's client(s), in
which case Blue Raster agrees that all of its communications with Client's client(s) on any matter shall
be through the use of the phone number and/or email address provided by Client.
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7.Status Reports to Client.
With respect to each project assigned to Blue Raster by Client, Blue Raster agrees to report to
Client on a schedule established by Client in a format determined by Client during the term of this
Agreement or any extension thereof.
8.No Authority to Bind.
Blue Raster shall have no authority to enter into contracts or agreements on behalf of, or to
otherwise bind, Client in any way unless specifically authorized to do so by Client in writing.
9.Assignment.
Neither this Agreement nor any right hereunder or interest herein may be assigned or
transferred by Blue Raster without the express written consent of Client.
10.Confidential Information.
If the parties hereto have separately executed a Mutual Non-Disclosure Agreement, they
affirm their agreement to be bound to the terms thereof.
(a)Without limiting the foregoing, Blue Raster has the authorization to discuss,
broadcast, or publish its involvement with Client as well as a summary of the work completed for
Client with third parties. Blue Raster will ensure Client receives a pre-published copy of such
information, and Client shall have the ability to edit such information to avoid any
misrepresentations, unfavorable remarks, inaccuracies, or potential breaches of the parties’ rights
with respect to confidential information.
11.Ownership/Work for Hire.
(a)Blue Raster agrees to transfer and assign and hereby does transfer and assign to
Client or its successors the entire right, title, and interest for the entire world in and to all data,
software, files, designs, layouts, artwork, models, processes, patents, mask work rights, copyrights,
drawings, notebooks, audio works, documents, photographs, inventions, works of authorship,
notes, improvements, information, materials, and discoveries made, created, conceived, or reduced
to practice by Blue Raster, solely or in collaboration with any of Blue Raster’s associates, agents,
representatives, employees, assignees, or successors in interest in the course of performing the
Services or developing the Deliverables hereunder, or with the use of materials or facilities of Client
during the term of this Agreement or any extension or renewals thereof, and all rights, including all
moral rights and intellectual property rights therein (collectively, the “Works”).
(b)In the event that Client expressly permits Blue Raster to deliver as part of any
Services and/or Deliverables (including any Developed Software) any software, materials, or other
intellectual property to which Blue Raster or a third party will retain any rights (“Licensed Works”),
the parties will enter into a separate written license agreement describing, inter alia, the rights and
obligations of the parties with respect to such Software or other Inventions. Blue Raster shall bear
full responsibility to secure the necessary rights and licenses required to allow Blue Raster to enter
into said license agreement at no additional cost to Client.
(c)Notwithstanding the foregoing Sections 12(a) and 12(b), Client may from time to
time expressly permit Blue Raster to make use of, derive from, and deliver as part of the Services
and/or Deliverables certain Open-Source License Materials. In such cases, the parties must agree to
the use of such Open-Source License Materials in advance on the applicable Statement of Work.
The parties agree that the license agreement(s) for such Open Source Materials may prevent Blue
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Raster from transferring, assigning, or licensing ownership of certain intellectual property rights and
may impose on Blue Raster and/or Client the requirement that certain materials and computer code
(not necessarily limited to those directly resulting from or related to the Services, Deliverables,
and/or the Open Source License Materials) be generally: (i) disclosed in source code form to third
parties, (ii) licensed to third parties for the purpose of making derivative works, and/or (iii)
redistributable to third parties at no charge. By agreeing to the use or inclusion of Open-Source
Materials, Client agrees that it is Client’s responsibility to understand and ensure compliance with the
relevant open source license(s).
(d)Blue Raster agrees to disclose promptly to Client all such Works as they occur or are
discovered.
(e)Blue Raster agrees that Blue Raster and any of Blue Raster’s associates, agents,
representatives, employees, assignees, or successors in interest will sign, execute, and acknowledge or
cause to be signed, executed, and acknowledged, at the expense of Client, any and all documents and
perform such acts as may be necessary, useful, or convenient for the purpose of securing to Client
title to, patent, mask-work rights, trademark, copyright, or other intellectual property protection
throughout the world for the Works.
(f)Blue Raster agrees that Blue Raster’s obligation to execute or cause to be executed
any instrument or papers in furtherance of the forgoing shall continue after the termination of this
Agreement.
12.Indemnification.
Blue Raster shall indemnify and hold harmless Client, its officers, employees, and agents from and
against third-party claims, damages, and liabilities (including reasonable attorneys’ fees and courts
costs) regardless of the legal theory under which said claims, damages and liabilities arise , to the
extent arising from Blue Raster’s negligence, willful misconduct, material breach of this Agreement,
or infringement of third-party intellectual property rights.
Blue Raster’s obligations are subject to the Client providing prompt notice and allowing Blue Raster to control
the defense and settlement of such claims.
The Client shall not be required to indemnify Blue Raster.
13.Insurance.
Blue Raster shall maintain, at its own expense, the following insurance coverage:
(a)Commercial General Liability: $1,000,000 per occurrence / $1,000,000 aggregate
(b)Professional Liability: $1,000,000 per occurrence
(c)Cyber Liability: $1,000,000 per occurrence / $2,000,000 aggregate
(d)Workers’ Compensation: as required by Pennsylvania law
(e)Employee Dishonesty: minimum $25,000
Client shall be named as an additional insured on the General Liability policy. Certificates of insurance shall be
provided upon contract execution and upon request.
14.Compliance with National Defense Authorization Act.
Blue Raster agrees to comply with the current fiscal year National Defense Authorization Act (“NDAA”),
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including, but not limited to, the NDAA prohibited manufacturers/ban list.
15.Remedies.
Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement
specifically, to recover damages by reason of any breach of any provision of this Agreement, including
court costs and attorneys' fees, and to exercise all other rights to which it may be entitled. The parties
agree and acknowledge that money damages may not be an adequate remedy for Blue Raster's breach
of Section 10 of this Agreement and that Client may in its sole discretion apply to any court of law or
equity of competent jurisdiction, in accordance with Section 19(h), for specific performance and/or
injunctive relief in order to enforce or prevent any violations of such provisions of this Agreement.
16.Representations and Warranties.
The parties hereto represent and warrant that they have no outstanding agreement or
obligation that is in conflict with any of the provisions of this Agreement, or that would preclude them
from fully complying with the provisions hereof, and further certify that they will not enter into such
conflicting agreement during the term of this Agreement. The parties further represent and warrant
that they have full power and authority to enter into this Agreement and perform their obligations
hereunder.
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17.Notices.
Any notice, delivery or other communication required or permitted to be given by any
provision of this Agreement shall be deemed to have been sufficiently given or served for all purposes
if delivered personally to the party to whom the same is directed or if sent by registered or certified
mail, postage prepaid, addressed as follows:
If to Blue Raster:
Blue Raster LLC
Attn: Michael Lippmann
2200 Wilson Blvd, STE 400
Arlington, VA 22201
If to Client:
Franklin County, PA
Attn: Robin Harmon
Email: procurement@franklincountypa.gov
Procurement Department
272 North Second Street
Chambersburg, PA 17201 | 717-709-7229
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Except as otherwise provided herein, any such notice shall be deemed to be given when personally
delivered or three business days after the date on which the same was deposited in a regularly maintained
receptacle for the deposit of United States mail, addressed and sent as aforesaid.
18.Matters.
(a)Amendment. This Agreement may not be modified, amended, changed, or
terminated, in whole or in part, except by an agreement in writing duly authorized and executed by
both parties.
(b)Waiver. The waiver of any breach of any of the provisions of this Agreement by
either party shall not constitute a continuing waiver or a waiver of any subsequent breach by said
party either of the same or of another provision of this Agreement.
(c)Exclusive Agreement. The terms and conditions herein contained constitute the
entire agreement between the parties and supersede all previous agreements and understanding,
whether oral or written, between the parties hereto with respect to the subject matter hereof, and
no agreement or understanding varying or extending the same shall be binding upon either party
hereto unless in a written document which expressly refers to this Agreement and which is signed
by the parties.
(d)Severability. If any provision in this Agreement shall be found or be held to be
invalid or unenforceable in any jurisdiction in which this Agreement is being performed, then the
meaning of said provision shall be construed, to the extent feasible, so as to render the provision
enforceable, and if no feasible interpretation would save such provision, it shall be severed from the
remainder of this Agreement which shall remain in full force and effect. In such event, the parties
shall negotiate, in good faith, a substitute, valid and enforceable provision which most nearly effects
the parties’ intent in entering into this Agreement.
(e)Binding Effect; Successors and Assigns. This Agreement shall bind and inure to the
benefit of and be enforceable by the parties hereto and their respective successors and assigns, except
that Blue Raster may not assign any of his rights or obligations hereunder without the prior written
consent of Client.
(f)[Intentionally left blank]
(g)Attorneys' Fees. In the event an action is brought to enforce this Agreement, the
prevailing party in such action shall be entitled to recover its attorneys' fees and costs incurred in
conjunction therewith.
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(h)Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania. Venue for any legal action or
proceeding arising under this Agreement shall lie exclusively in the Court of Common Pleas for
the Thirty-Ninth Judicial District of Pennsylvania-Franklin County Branch.
(i)Facsimile Signatures. Facsimile signatures on this Agreement shall be the same as
original signatures.
(j)Counterparts. This Agreement may be executed in one or more counterparts, all of
which, when taken together, shall constitute one and the same original.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set
forth above.
Blue Raster LLC
By:
Stephen Ansari
Principal
Date:
Franklin County, PA
By:
Name:
Title:
Date:
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Exhibit A: Statement of Work 1 – March 2026
Franklin County, PA
ArcGIS Enterprise Upgrade, Parcel Fabric Conversion, and Final Closeout & Acceptance
In accordance with the contract signed between Blue Raster LLC and Franklin County, PA (“County”) on
______________, Blue Raster LLC is pleased to provide the following scope of work.
Project Phases
Blue Raster agrees to perform the services described herein for Franklin Couty under the terms and conditions below:
Phase 1 – ArcGIS Enterprise Upgrade
▪Contract signing, conducting Project Kickoff meeting, and Planning System Assessment
▪Execution of ArcGIS Enterprise upgrade, testing, and validation
Phase 2 – Parcel Fabric Conversion
▪Data review, preparation, and conversion planning
▪Parcel fabric conversion execution, attribute rules, Right-of-Way configuration, scripting & tools development,
ArcGIS Enterprise deployment model setup, validation & QA, and CAMA System Integration Support
▪Staff training and materials
Phase 3 – Final Closeout & Acceptance
▪Final documentation and project summary deliverables
Post-Deployment Support
Following completion of the core project phases, Blue Raster may provide ongoing GIS support and ArcGIS Enterprise
managed services for a period of five (5) years, at the County’s option.
▪A block of hours for GIS Support Services utilizing the full breadth of resources at Blue Raster for GIS Support
including but not limited to configurable and custom application development, staff augmentation, GIS consulting
services.
▪ArcGIS Enterprise Managed Services including annual license renewals, in-place upgrades, patching, monitoring,
and troubleshooting of the Enterprise environment.
These services are recommended and are not included in the core project scope. The cost table below outlines estimated
costs for years 2-5 of post-deployment support, including planned rate escalation. Blue Raster will work with the County
to adjust post-deployment support scope and services as directed, based on the County’s requirements, best practices,
and evolving technologies. Services will be provided upon written authorization by the County.
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Exhibit A: Statement of Work 1 – March 2026
Cost: The tables below outline costs associated with the work described above. Costs for Years 2-5 of post-deployment
support are separated from the proposed Year 1 costs.
Item Cost
ArcGIS Enterprise Upgrade & Parcel Fabric Implementation $ 52,700
Phase 1 – ArcGIS Enterprise Upgrade
Phase 2 – Parcel Fabric Conversion
Phase 3 – Final Closeout & Acceptance
Total for Phases 1-3 plus Post Deployment Support (Year 1): $ 52,700
Timeline: Blue Raster will complete Phases 1-3 as set forth above within a timeline that begins on the effective date of
the contract and concludes within a mutually agreed-upon project schedule, anticipated to be completed within
approximately 6 months from contract execution. If Franklin County elects to proceed with Post Deployment Support,
the period of performance for these services will be one (1) year, commencing on the date the County executes the
option for this task.
Payment Terms: Blue Raster will submit monthly invoices to Franklin County, PA for services completed. NET 45
upon receipt of invoice, per the terms outlined in the Master Services Agreement above.
Contract Type: Time and Materials, Not to Exceed $52,700
Rate: Hourly rate of $96-280 USD unless otherwise agreed to in writing.
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See procurement files at: https://franklincountypagcc.sharepoint.com/:f:/s/Procurement-DepartmentTeam-GIS-
Procurement/IgAZoun4tfexT50hLti3CkWYAdIe0Y0mddJoMy9-7c8SDKA?e=m5ycdH