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HomeMy WebLinkAboutProfessional Services Smith and AssociatesCITY OF CENTRAL POINT PROFESSIONAL SERVICES CONTRACT 2017 Orthophoto of Central Point This contract is made between the City of Central Point (City) and David C. Smith and Associates (Consultant). Consultant Information: Full Legal name or business name: David C. Smith and Associates,2na. Address: 1734 S.E. Tacoma St. Portland, OR 97202 Telephone: 503-232-5285 City and Consultant agree: Services to be provided. Consultant will provide to the City an orthophotograph of Central Point Oregon as set forth in Exhibit C in an electronic data set that can be used in an ESRI ArcMap program. 2. Effective Date or Duration. This contract is effective on the date at which every party has signed this contract. This contract shall expire when deliverables are given to the City and both parties are satisfied or by Sept. 1, 2017 if not completed. 3. Compensation. City agrees to pay Consultant a sum not to exceed $18,750.00 for the services to be provided. A written approval in the form of an amendment of this contract will be obtained where there will be changes in the scope of work, amount of contract or time. Payment will be made: Upon completion; or, City shall pay Consultant for services and reimburse Consultant for expenses incurred by Consultant in performance of services in accordance with the payment schedule provided in Exhibit C. No reimbursement will be made for expenses that are not specifically itemized in this payment schedule without prior approval by City. Consultant shall submit an invoice to the City for Consultant's services when completed. The city shall have up to 30 days to pay invoice when received. 4. Authorized Consultant Representative. The authorized representative for Consultant is Scott Smith, V.P. 5. Standard Contract Provisions. Consultant shall comply with the City's Standard Contract Provisions for Professional Services as modified for this contract, a copy of which is attached as Exhibit A. CITY OF CE RAL POINT OO'/NSULTANTT C} f ///�/n- LT Title: Parks & Public Works Director Title: V11 -C /icfJ^p7r�t.," Date: Date: SSN/Tax Id. No.: 13 --1 o3q 2t)7 Form 1099: On file: EXHIBIT A CITY OF CENTRAL POINT CONTRACT PROVISIONS FOR PROFESSIONAL SERVICES I. TERMS AND CONDITIONS This contract (Contract) is entered into as of the Effective Date set forth on page 1 between the City of Central Point, (City) and David C. Smith and Associates (Contractor) A. SERVICES Consultant will provide deliverable to the City an orthophotograph of the City of Central Point Oregon as set forth in Exhibit C in an electronic data set that can be used in ESRI ArcMap programs. B. TERM OF CONTRACT The terms of this contract will remain effective until terminated by either party in accordance within this section. Either party may terminate this Agreement: A) for any or no reason, upon thirty (30) days' written notice to the other party; or B) upon seven (7) days' written notices, upon the other party's default of any term or condition hereof and its failure to cure same within the 7 -day period. Upon termination of this Agreement for reason other than Contractor's default, the City shall remain responsible to Contractor for application fees incurred for Services rendered by Contractor prior to such termination C. CONTRACT FEES AND PAYMENT Payment to the Contractor will be made upon delivery of and the City's inspection and acceptance thereof the deliverables described in section A of this page. The Contractor will render an invoice to the address as designated by the City. The payment shall not exceed $18,750.00 unless extra addendums are submitted to the City. Payment terms for undisputed charges are net Thirty (30 days) after receipt of a properly payable invoice. Unless otherwise agreed by the parties in writing, all travel- related expenses and costs incurred in providing the Services (including, mileage) shall be borne by the contractor. In addition all supplies needed to perform the flight and shooting of the orthophotograph shall be borne by the Contractor. If, in the judgment of the City, the Contractor is deemed to be non-compliant with the terms and obligations of the agreement, the City, may at its option, withhold payment from the Contractor for work not performed. The work not performed and the amount to be withheld or deducted from payments to the Contractor from the City will be forwarded to the Contractor by the City in a written notice describing the reasons for such actions. If the City determines that there are deficiencies in the performance of the Agreement that the City deems are correctable by the Contractor over a specified time span, the City will provide a written, phone, fax, or E-mail notice to the Contractor to correct the deficiency within the specified time frame. On giving the Contractor six (6) working hours' notice (AM notification same day response, PM notification next morning response) to correct the deficiencies. The City may correct any or all problems and the total costs incurred by an alternate source, whether it is City forces or separate Private Contractor, will be deducted and forfeited from the payment to the Contractor as determined by the City. D. WARRANTY Contractor represents and warrants that: A) all Services provided herein shall be performed completely and in accordance with the highest level of care and skill exercised by contractors in its profession; B) it shall at all times comply with the City's security provision and any other policies and procedures, to the extent such provisions, policies and procedures are made known to the Contractor; C) it shall not violate or infringe on any third party rights; D) it shall not violate any applicable federal, state or local laws, rules or regulations in the performance of Services under this Agreement; and E) it is fully trained and bonded, and has all necessary and appropriate qualifications and licenses in order to perform the Services hereunder; F) the Contractor has a current City business license with the City of Central Point. E. PERFORMANCE Contractor will be responsible for all Contractors' employees, agents, contractor and equipment in performing Services. Any individuals involved in any way in providing the Service on Contractor's behalf shall be deemed to be the exclusive employees of Contractor. F. SERVICES Contractor agrees that in the course of providing Services, it shall be solely responsible for inspecting any surface area in which Services are to be performed, for ensuring the safety of person and property at and around the job site, and for taking all precautions in order to prevent damage or injury to person or property. Without limiting the foregoing, Contractor shall be solely responsible for any injury to person and for any damage with results from its performance of services, including but not limited to damage to Contractors equipment or any other fixture, appurtenance, or equipment on the City's property (including, without limitation, the location). Contractor will notify the City of any damage due to vandalism or misuse within one (1) business day. G. ASSIGNMENT Contractor shall not assign the whole or any portion of this Agreement without the express prior written consent of the City. H. INDEMNIFICATION Each party to this Agreement (indemnifying Party), on behalf of itself, its employees and agents, shall indemnify, defend and hold the other party (indemnified Party) harmless for any claim, suit, liability, damage, injury, cost or expense (claim), including attorney's fees, arising out of; A) any personal injury (or death) or damage of any property arising out of or in any way connected with any act or omission by the indemnifying Party in its performance under this Agreement; and/or B) the Indemnifying Party's breach of this Agreement or negligence in connection with the performance of this Agreement. The Indemnified Party shall give the Indemnifying Party prompt notice of any indemnifiable claim. This section shall survive termination of this Agreement for any reason. I. CONFIDENTIALITY Contractor agrees to keep in strict confidence (using the same degree of care it uses to protect its own confidential information, and in no event less than a reasonable degree of care) and not to disclose or use for its own benefit. (except as may be required under this Agreement), any information, whether written or oral, disclosed by the City to the Contractor, and which should reasonable have been understood by Contractor, because of legends or other markings such as "confidential" or "proprietary", the circumstances of disclosure, or the nature of the information itself, to be proprietary and/or confidential to the City ("Confidential Information"). Confidential Information shall in any event include all non-public information concerning the City or its affiliates' business, products, customers, technology, or financial information. At the City's request, and in any event upon termination or expiration of this Agreement, Contractor shall promptly return all confidential information to the Disclosing Party, including, without limitation, any and all copies thereof. The obligation of non -disclosure shall not extent to: 1) information which is generally known or revealed to the public; or 2) information which is disclosed as required by law or court order (provided the City is given prompt prior notice of such requirement and an opportunity to objects to same). This section shall survive termination of this Agreement for any reason. II. CONDITIONS AND REQUIREMENTS A. INSURANCE REQUIREMENTS The Contractor shall provide the insurance coverage with limits not less than those set forth below Comprehensive General Liability with combined single limits of $1,000,000 specific, $2,000,000 annual aggregate. Worker's Compensation coverage to statutory limit and employer's liability of $1,000,000.00 per occurrence to cover claims of the Contractor's employees. Certificates should be mailed to the City of Central Point Parks & Public Works Manager, 140 S. 3rd Street, Central Point, OR 97502. The Fulfillment of the insurance obligations shall not otherwise relieve Contractor of any liability assumed under this Agreement, in any way modify, or limit Contractors obligations to indemnify the City hereunder. B. JURISDICTION The law of the state of Oregon, without reference to its conflict of law rules, shall govern the interpretation, validity and performance of this Agreement. Exclusive jurisdiction and venue for any action brought by Contractor pursuant to this Agreement shall be in Jackson, County, Oregon. C. NOTICES Unless otherwise stated herein, all notices required of this Agreement shall be forwarded to the other party personally or by registered or certified mail (confirmation copy via fax, if available) to the address set forth on Page 1 (which case of notices to the City, shall be the Central Point, Oregon address at the top of Page 1, Attn: Central Point Parks & Public Works Manager, until such other address has been designated and written notice has been forwarded to the other party of such new address. All notices shall be deemed given three (3) business days following deposit of written notice in the United States mail with appropriate postage affixed thereto or by personal delivery to the other party. D. ENTIRE AGREEMENT The Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all prior agreements or discussions between the parties on the subject matter of this Agreement. This Agreement may not be modified or amended except by written instrument executed by authorized representatives of both parties. Furthermore, no documents made subsequent to the date of this Agreement, stating terms and conditions other than those specified herein, or in any other manner modifying this Agreement shall be binding on the City unless such document is expressly agreed to and signed by an authorized representative of the City. EXHIBIT B City Othophotograph Project Scope of Work Subject: 2017 City Wide Orthophoto project 2-07-2017 Mike, I have planned a .3' pixel final 4 band set of orthophotos delivered with the same tile scheme we used in 2013. We will also include a set of RGB orthophotos as well as a Mr. Sid mosaic. We will use the same datum as previously unless you want to switch to what Medford is now using. For control, we will use the 2013 photography to transfer ground points needed as well as Airborne GPS control of the flight. The area we plan to cover is as per the pdf file you sent me a while back (Exhibit Q. Our schedule is fairly open at this time so we should be able to finish the orthophotos in roughly 2 months after the flight takes place. The flight schedule is open also so we will be in position to fly as soon as you would like. Total cost would be: $18,750.00 This cost is for new orthophotos only for the purple area noted in the attached pdf file you previously sent to me. This area does overlap part of Medford but I planned to re -fly and re -make the overlapping orthophotos. David C. Smith and Associates Scott Smith, V.P. 503-232-5285