Loading...
HomeMy WebLinkAboutMDS Technologies/StreetCan ra O2 C) ©Z MDSn9BS,,t gnoingies /e1PPRQVED; ,4SJp l3epatrent=-?007 Data Col lection of City's Street/TratTrSiens ( ? Appropriation#2201-509!06; P.0 ;+I755t FORM BY: Contract NorTo,Exceed $72;950.00 AGREEMENT FOR PROFESSIONAL SERVICES TI'IIS AGREEMENT FOR. PROFESSIONAL SERVICES ("Agreement') is hereby made and entered into -by and between the City of Carmel„Indiana,. acting byand,ahrough its Board of Public Works and'Safety(hereinafter"City" ); arid, MDS' Technologies; Inc. (hereinafter "Professional"), RECITALS WHEREAS City owns and is responsible for the operation and maintenance of its properly; personnel, publicIvorks and infrastructure; and WHEREAS, from time to time, Cify :needs 'professional assistance in `fulfilling 'its foregoing responsibilities; and WHEREAS, Professional is experieneed n providing and desires. to provide to City the professional'servRes ("S-ervices")-referenced=.herein; and WHEREAS„ City desires m engage.Professional as an independent contractor fonthe purpose of providina;to City (Ite Services referenced herein; NOW, 'THEREFORE, in,.consideration of'lhe. foregoing recital's and.ttercovenants and conditions set forth herein; Cityand',ProfessionaFttnuhtally agree as follows: SECTION f. INCORPORATIQN OF RECITALS The forego ing-Recitals.are hereby' incorporated into this.Agreement and inade a part hereof. SECTION 2. SCOPE•OF"SERVICES 2.1 City desires to.engage Professional as an independent contractor for the Services, set forth in attached Exhibit A,, incorporated herein by this reference. 2.2 Professional understands ,and agrees. that, City mav„ from ;rite to time, request Professional to provide additional or rmodified "Services to City. When City desires additional Services from Professional, rthe. City shall. notify Professional Of, Such additional Services desired, As well as the time frame,.in which satire are to be provided. Only after City has approved Professional's -time and cost estrtnate -for the provision of such additional Services, has encumbered sufficient monies to ply,for same; and has authorized -Professional,. in writing, to.provide such additional Services, shall such Services be provided by Professional to City: A copy of the City.'s authorization documents for the purchase of additional Services shall beannnbered and attached hereto in the order in which;the'y are; approved by City. 2.3 Time is of the essence ofthis Agreement. [z_,e ruaa?.ara,,, r'r??mrn sc,!diSACePID48III T-I--, E erci2--corrsp MDS 'Ceclvtologies St reetL-partmeni- 2007 Data Collectiop of City. ',s Street/Traffk Signs AppropriatioiA2201-509.00; P.O #17551 Contract Not T Exceed $72.950.00 SECTION 3. CITY'S?RESPONSIBILITIES' 3.1 City shall provide such information as is: reasonably necessary for Professional.. to understand the services requested. 3.2 City shall provide all data required for provision of Services. Professional Cray asstime-that all data so provided is correct an-d complete, 3:3. City shall arrange for Professiotral.to'enter. upon,pubHe and.private propettyas reasonably required for Professional, to perfonn the Services,. 3.4 City shall designate; payment of the Services from City -budget appropriation number 2201-509.00 funds. 15 City shall designaa15 the,_Mayor or`his duly authorized representative to act on City's behalf on all matters regarding-the Services. SECTION4. PROFESSIQNAL',S RESPONSIBILITIES. 4.1 Professional.shall,perform.the' Servicesptirsttant to the wins of this-Agreement and within any apolicabh-'ti61e and cost estimate: 4.2 Professional shall coordinate with City its performance of the Services. 4.3 Professional shall provide the Services by following and applying at all times reasonable and lawfuI'standards'as acceofed'in the industry. SECTION 5. COMPENSATION 5.1 Professional estunates that-the total,price•for the Services to be provided`to:City'h'ercurider shall be no morethan Seventy Two Thousand Nine Hundred--FityDollars ($72,950-00) (the `Estimate"). ProfessionaLshall submit an invoice to Cityno more-lhaii once every thirty (30) days for Services proviiled.City dunng;the time period enconipassed bysueh invoice. Invoices shall be submitted on a forth containing the same inf rrhation-as that contained on the 'Professional Services Invoice attached hereto "as Exhibit B, incorporated herein by tl is, "reference. Cityshail pay Professional for all.undisputed.Services rendered and stated'on stich invoice within sixty (60) days from the date of City's receipt, of same; or be subject^ to a laic charger of Eerie percent (i %) ?of `sgch tinpaid and undisputed invoice amount for each month same remains unpaid. 5.2 Professional agrees-not.to provide any Services to City that would cause the'toW ccost of same to exceed the Esdi-hate, without City's prior written ".conscnt- rLV noss MY DxuIM hWfa iA Svii-a TMETV SMD5 Tahffwbltip W=-I?'-J'&S 12:G P.%f v1DS Tgchnologies [Street Department - 2007 Data Collection of City's Street/Traffic Signs Appropriation.# 2201-509.00; P.O. #17551 Contract. Not To Exceed $72,950.00 SECTION 6. TERM Unless otherwise terminated in accordance with the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be in effect from the Effective Date through December 31, 2008, and shall, on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless otherwise agreed by the parties hereto. SECTION 7. MISCELLANEOUS 7.1 Termination. 7.1.1 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City or Professional, without cause, upon thirty (30) days' notice. 7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City, for cause, immediately upon Professional's receipt of City's "Notice To Cease Services." 7.1.3 In the event of full or partial Agreement termination, and as full and complete compensation hereunder, Professional shall be paid for all such Services rendered and expenses incurred as of the date of termination that are not in dispute, except that such payment amount shall not exceed the Estimate. Disputed compensation amounts shall be resolved as allowed by law. 7.2 Binding Effect. City and Professional, and their respective officers, officials, agents, partners and successors in interest are bound to the other as to all Agreement terms, conditions and obligations. 7.3 No Third Party Beneficiaries. Nothing contained herein shall be construed to give rights or benefits to anyone other than the parties hereto. 7.4 Relationship. The relationship of the parties hereto shall be as provided for in this .Agreement, and neither Professional nor any of its agents, employees or contractors are City employees. Professional shall have the sole responsibility to pay to or for its agents, employees and contractors all statutory, contractual and other benefits and/or obligations as they become due. Professional hereby warrants and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by City as a result of any claim for wages, benefits or otherwise by any agent, employee or contractor of Professional regarding or related to the subject matter of this Agreement. This, indemnification obligation shall survive the tenmination of this.Agreement. (].+E HUt61y M[vinm6'AOfatimJ Smi?p'STRFETSOOBUID$T¢Niokgi¢ExiI IWS 12O I P.Nq 3 MDS Technologies Street Department - 2007 Data Collection of City's Street/Traffic Signs Appropriation# 2201-509.00; P.O. #17551 Contract Not To Exceed $72,950.00 7.5 Insurance. Professional shall procure and maintain with an insurer licensed to do business in the State of Indiana such insurance as is necessary for the protection of City and Professional from all claims under workers' compensation, occupational disease and/or unemployment compensation acts, because of errors and omissions, because of bodily injury, including, but not limited to, the personal injury, sickness, disease, or death of any 'of Professional's employees, agents or contractors and/or because of any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set forth on attached Exhibit C. Such insurance policies shall not be canceled without thirty (30) days' prior written notice to City. 7.6 Liens. Professional shall not, cause or permit the filing of any lien on any of City's property. Tn the event such a lien is filed and Professional fails to remove it within ten (10) days after the date of filing, City shall have the right to pay or bond over such lien at Professional's sole cost and expense. 7.7 Default. Tn the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Professional's warranties; (b) fails to perform the Services as specified; (c) fails to make progress so as to endanger timely and proper completion of the Services and does not correct such failure or breach within five (5) business days after receipt of notice from City specifying same; or (d) becomes insolvent, files, or has filed against it, a petition for receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to terminate all or any part of this Agreement, without liability to Professional and to exercise any other rights or remedies available to it at law or in equity. 7.8 Government Compliance. Professional agrees to comply with all laws, executive orders, rules and regulations applicable to Professional's performance of its obligations under this Agreement, all relevant provisions of which being hereby incorporated herein by this reference, to keep all of Professionals' required professional licenses and certifications valid and current, and to indemnify and hold harmless City from any and all losses, damages, costs, liabilities, damages, costs and attorney fees resulting from any failure by Professional to do so. This indemnification obligation shall survive the termination of this Agreement. Iz:Ie ?wrv> a??rn? r.on un.? se:;msraeetvmsams r=m?ao n arc:vx?xuae U01 B11 4 MDS Technologies Street Department-2007 Data Collection of City's Street/Traffic Signs Appropriation#2201-509.00; P.O.#17551 Contract Not To Exceed $72,950.00 7.9 Indemnification. Professional shall indemnify and hold harmless City and its officers, officials, employees and agents from all losses, liabilities, claims, judgments and liens,. including, but not limited to, all damages, costs„ expenses and attorney fees arising out of any intentional or negligent act or omission of Professional and/or any of its employees, agents or contractors in the performance of this Agreement. This indemnification obligation shall survive the termination of this Agreement. 7.10 Discrimination Prohibition. Professional represents and warrants that it and each of its employees, agents and contractors shall comply with all existing and future laws prohibiting discrimination against any employee, applicant for employment and/or other person in the subcontracting of work and/or in the performance of any Services contemplated by this Agreement with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, subcontracting or work performance hereunder because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status or Vietnam era veteran status. This indemnification obligation shall survive the termination of this Agreement. 7.11 Severabilitv. if any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be stricken, and all other provisions of this Agreement that can operate independently of same shall continue in full force and effect. 7.12 Notice. Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this Agreement shall be written and either hand-delivered or sent by prepaid U.S: certified mail, return receipt requested, addressed to the parties as follows: CITY: City of Carmel Department of Administration One Civic Square Carmel, Indiana 46032 ATTENTION: David Huffman PROFESSIONAL: MDS Technologies, Inc. 95 Fairview Ave. Ste. 201 Park Ridge, IL 60068. _ ATTENTION: I-)< C-V i Z iZ 1 t"T?o Douglas C. Haney Carmel City Attorney One Civic Square Carmel, Indiana 46032 [Z)F.P .11, Mnmmu?Pro(ndmelSmi[n5i0.LET]O'1H01p$TaM1mlgin 13 01 M) 5 MDS Technologies Street Department - 2007 Data Collection of City's Street/Traffic Signs Appropriation# 2201-509.00; P.O. #17551 Contract Not To Exceed 572,950.00 Notwithstanding the above, City may orally provide to Professional any notice required or permitted by this Agreement, provided that such notice shall also then be sent as required by this paragraph within ten (10) business days from the date of such oral notice. 7.13 Effective Date. The effective (late ("Effective Date") of this Agreement shall be the date on which the last of the parties hereto executes saute. 7.14 Governing Law; Lawsuits. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, except for its conflict of laws provisions, as well as by all ordinances and codes of the City of Carmel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they waive any right to a jury trial they may have, agree to file such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. 7.15 Waiver. Any delay or inaction on the part of either party in exercising or pursuing its rights and/or remedies hereunder or under law shall not operate to waive any such rights and/or remedies nor in any way affect the rights of such party to require such performance at any time thereafter. 7.16 Non-Assignment. Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without City's prior written consent. 7.17 Entire Agreement. This Agreement contains the entire agreement of and between the parties hereto with respect to the subject matter hereof, and no prior agreement, understanding or representation pertaining to such subject matter, written or oral, shall be effective for any purpose. No provision of this Agreement may be amended, added to or subtracted from except by an agreement in writing.signed by both parties hereto and/or their respective successors in interest. To the extent any provision contained in this Agreement. conflicts with any provision contained in any exhibit attached hereto, the provision contained in this Agreement shall prevail. 7.18 Representation and Warranties. Each party hereto represents and warrants that it is authorized to enter into this Agreement and that any person or entity executing this Agreement on behalf of such party has the authority to bind such party or the party which they represent, as the case maybe. ALE Bax'.NY 4mnlm6'ROf¢tim?ISminiSTRF.ETSWE\IO$T¢ImNO,naM;l2^_WB 12,01 PNJ 6 MDS Technologies Street Department - 2007 Data Collection of City's Street/Traffic Signs Appropriation# 2201-509.00; P.O. #17551 Contract Not To Exceed 572,950.00 7.19 Headings. All headings and sections of this Agreement are inserted for convenience only and do not fomr a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 7.20 Advice of Counsel. The parties warrant that they have read this Agreement and fully understand it, have had an opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. 7.21 Copyright. City acknowledges that various materials which may be used and/or generated by Professional in performance of Services, including fomts, job description formats, comprehensive position questionnaire, compensation and classification plan and reports are copyrighted. City agrees that all ownership rights and copyrights thereto lie with Professional, and City will use them solely for and on behalf of its own operations. City agrees that it will take appropriate action with its employees to satisfy its obligations with respect to use, copying, protection and security of Professional's property. 7.22 Personnel. Professional represents that it has, or will secure at its own expense, all personnel required in performing the services under this agreement. Such personnel shall not be employees of or have any contractual relationship with City. All of the services required hereunder will be performed by Professional or under his supervision and all personnel engaged in the work shall be fidly qualified to perform such services. 7.23 Records and Inspections Professional shall maintain full and accurate records with respect to all matters covered under this agreement for three (3) years after the expiration or early tennination of this agreement. City shall have free access at all proper times to such records and the right to examine and audit the same and to make transcripts there from, and to inspect all program data, documents, proceedings and activities. 7.24 Accomplishment of Proiect Professional shall commence, carry on, and complete the project with all practicable dispatch, in a sound economical and efficient manner, in accordance with the provisions thereof and all applicable laws. In accomplishing the project, Professional shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on within City's organization. rG?F.9m'4yUwvmrnuAaf6amal]miratST0.1:ET:rob'MUSTI[MOloynda':11''COBI:OIPNf 7 MDS Technologies Street Department - 2007 Data Collection of City's Street/fraffic Signs Appropriation# 2201-509.00; P.O. #17551 Contract Not To Exceed 572,950.00 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CAP-MEL, INDIANA by and through its Board of Public Works and Safety MDS TECHNOLOGIES, INC. BY: James Brainard, P Viiding Officer DaLt: * jar nn Burke 5 e9 Me bb Date: - Lori S. Date: BY: -? W"` `?`- \ Authorized'Signature Printed Name: VV7- t'Tc. t \? Title: ?Tzt Std' t j FID/TIN: 4 1, 05 O 6 s O n SSN if Sole Prop ietor. Date: 1 4 Z o 12:IYBuh%jy LU[Tmm4'PrOltcsimil S %ivOSiBEET:00 -: STrc 400 mtl .I F112P 1201 P%q CITE' OF CARMEL STREETDEPARTMENT 3400 W. 131 STREET WESTFIELD, IN 46074 The City of Carmel Street' Department will be taking quotes for the f6llowing:. Data collection of street signs on all City rights or-way. First price is based on 400 center lane mires Second price is based on 478 center lone miles Specifications are: 1. The data must be compatible with Cartegraph's Sign View sofhvare., 2. The data must include: a. The MUTCD code for each sign b: 'Description orsign c. Shapearsign d. Location - including the Street, Closest Cross Street, Direction, Address # irapplienbte, and X Y coordinates. e. Sacking material f. . Size of sign g. Type of post h. Photograph of sign ifyou,wish to quote, send your quote to the Cannel Street.Department,.3400 W. 131'Street, Westfield, IN 46074. No quote will he accepted after 4:00 p.m. an Wednesday, December 19`", 2007_ The; Successful quoie'will be required to sign a,goods and services contract (sample enclosed). Milea& Tot l Price 400 Center Lane Miles a "c' 478 Center Lane Miles 2? So "EXHIBIT , L c ), mds technologies, inc- December ],8,. 2007 City of Carmel Street Department 3400M. lil" Street Westfield, IN 46074 Attention: Mr. David Huffman Street Commissioner Re: Data Collection of Street Signs on City Rights of Way Dear Sir: MDS Technologies, Inc. is pleased to submit-this quote to provide the, above referenced services to the City of Carmel. MDST specializes in providing right of way asset data collection and asset management system implementation services. MDST Is also an Implementation Level Cartegraph business partner., Approach/Teichnology The sign and sign support;data required'by the City can be collected quickly and cost-effectively using a vehicle based approach. MDST"uses a system consisting of high, resolution digital:cameras tied to postdoning data provided .tiy Global Positioning Systems (GPS). By orienting cameras at various angles, large. quantities of valuable.data can be captured safely as the vehide travels the roads at normal speeds.. The cameras collect sequential images. at rates up to 7.5 frames per second. These images are then viewed in the office using a software application through which a technician can perform a''virtual drive" down a"road. The speed at which this drive is conducted is controlled by the user. When an sign (or other asset of interest) is encountered; the X,Y coordinates of the sign are calculated automatically after'the locatiowof the sign is identified in the digital imagery bya technician through a "point and dick" procedure. The technician then Pavement Management Systems a Right of Way Asset Management Syst ems e Mobne Mapping 9 S. ra9& Avenue,. Suite a 201, Park Ridge, I60 L ?? W ?I if Tel: 8477.6.696:4525 0 Web: www.mdsrelinalogles. XA6•aA Mr. David Huffman Gty of Carmel 5&eet DeoatVwnt quote to provide Dab Collection Of Strut Sfgw on assigns attributes to the sign from a series of user defined pick lists. A digital.irriage is also tagged to the=sign at this time. Project Scope The City wants to obtain a geo-located inventory of street signs:along City rights of way. The City is interested in obtaining a quote fora 400 centemne•mile project and a 478.centeriine mile project. The data must be compatible with. Cartegraph's SIGN View application. In either case, data will be captured in both directions of travel on:all roads. This approach will provide the best` ible digital imagery of the C< .s si ns and maximize the accuracy an value of the sian database. The following data must be captured for. each sign: MUTCD Code Sign, Description Sign Shape Location - induding,Street, closest cross Street, Direction, Address (lf'applicable), and X,Y coordinates. e Backing Material • Size of Sign (dimensions) o Post Type e Sign Photograph (digital image) All of the above data will be supplied to the City; We assume that the City, can provide a GIS pavement centerline file with street names as an.attribute of each line segment. We also assume that the.City can provide a GIS parcel with parcel address as an attribute of each polygon. The above sign data will be provided in the required format for uploading into the SIGN View database. The data can also be provided in Shape file format or in a geoilatabase so the data can also be loaded in.the Ctjrs GIS. Project Fee Our lump sum fee to perform this work for the City is provided in the Attachment to this document. Fees are provided for 400 centerline miles and 487 centerline miles as requested by the City. These fees are exclusive of any tax or;other fees payable by MDST to any government organization in connection with the provision of this service to the City. MDST will submit invoices to the City monthly on,a percent complete basis. Payment terms are Net 30 Days. firialogies,`frnc r` Data sdutions 3??7 ,? Mr. Closing We are pleased to have the opportunity to submit this quote'to the City. If you would like any clarification regarding our approach and' work plan, please contact me at your convenience. We look forward to working with you'and your staff on this project. Sincerely, MDS Technologies, Inc Trevor T. Triffo President & Senior Project Manager MD5 Te&no/dyies, lrr ?I Mobile. Data SoA&CfS Attachment Quote Document. rr L). "EXHIBIT ,Lq